Torys LLP

It has been an extraordinary election cycle in the United States so far. With the decision in November in view, our New York office looks at the current business landscape in the U.S. markets, considering what the election’s outcome could mean for organizations in the U.S. and beyond. Regardless of the result of the election, divergent positions on either side of the aisle are set to impact business strategy, from how companies approach M&A, #securities, #privateequity, #realestate and other #transactions, to financing, antitrust and #employment practices. Get our New York team’s commentary in the Torys Quarterly: https://bit.ly/3WzAkh4 #TorysQuarterly2024

Nous sommes ravis d’annoncer que 179 avocats et avocates de Torys provenant de 45 domaines de pratique figurent dans la 19e édition du guide Best Lawyers in Canada. Parmi les lauréats, six associés et associées de Torys ont reçu le titre Avocat(e) de l’année dans leur domaine de pratique. Ce titre est décerné à une seule personne dans chaque domaine et dans chaque région du Canada. Félicitations aux lauréats et lauréates : • Adam Delean (Toronto) et Kevin Fougere (Calgary) : Droit bancaire et financement • Shannon Gotfrit (Toronto) : Fonds privés • Molly Reynolds (Toronto) : Protection des renseignements personnels • David Steele (Toronto) : Fiducies et successions • John Terry (Toronto) : Droit autochtone Bravo à toutes les personnes nommées pour leur savoir-faire juridique exceptionnel et l’excellence de leur service. La liste complète se trouve ici : https://bit.ly/3yOblxL

We are thrilled to share that 179 Torys lawyers across 45 practice areas have been listed in the 19th edition of the Best Lawyers in Canada guide. Of those recognized, six Torys partners were named Lawyer of the Year in their respective fields. This recognition is awarded to only one lawyer in a particular practice area in each region across Canada. Congratulations to this year’s Lawyer of the Year recipients: • Adam Delean (Toronto) and Kevin Fougere (Calgary): Banking and Finance Law • Shannon Gotfrit (Toronto): Private Funds Law • Molly Reynolds (Toronto): Privacy and Data Security Law • David Steele (Toronto): Trusts and Estates Law • John Terry (Toronto): Aboriginal / Indigenous Law A big kudos to our lawyers for their outstanding legal acumen and exceptional client service – a full list of all 179 of our recognized lawyers can be found here: https://bit.ly/3AJxAW3 #law #banking #finance #privacy #cybersecurity #privateequity #estateplanning #familyoffice

Insolvency proceedings under the Companies’ Creditors Arrangement Act (CCAA) are intended to generally be practical and solution-oriented. If there is a conflict between insolvency law’s practical focus on achieving desirable commercial outcomes, but the requirements create problems due to other statutes such as the Canada Business Corporations Act (CBCA), courts often apply insolvency law in a manner that gives priority to achieving those commercial outcomes. The Director appointed under the Canada Business Corporations Act (CBCA) recently published a revised policy on plans of arrangement, expressing these views: where a CCAA plan involves a fundamental change, the transactions must, in the Director’s view, respect the requirements of the CBCA. It will be interesting to see how courts will reconcile the purposive objects of the CCAA with the often-technical requirements of the CBCA, particularly in situations where the CBCA cannot be strictly complied with, or where compliance with the CBCA would be problematic in the circumstances facing an insolvent company – learn more about the impact in our bulletin: https://bit.ly/3AyZpjL #insolvency #banking #debt #finance David Bish | Mike Noel

The Ontario’s Capital Markets Tribunal recently issued an order terminating a shareholder rights plan restricting any person from acquiring more than 15% of of a company’s shares instead of the customary 20% trigger. This was the first time the Tribunal considered a shareholder rights plan (also known as a poison pill) with a trigger below 20% since the 2016 amendments to the Canadian take-over bid regime. The order was sought by Riot Platforms Inc., a 14.9% shareholder of Bitfarms who had made a proposal to acquire Bitfarms (which was rejected). Riot argued that by incorporating the 15% trigger, below the 20% threshold to which a formal take-over bid would be required under Canadian securities laws, the rights plan undermined the Canadian bid regime and was abusive to public interest. On the opposite side, Bitfarms maintained that the 15% “temporary” trigger was a necessary step to preserve the integrity of the strategic review process undertaken to identify and evaluate potential bids from other buyers. The Capital Markets Tribunal ordered a cease trade on all Bitfarms securities issued or that may be issued under the rights plan (effectively terminating it). Read the details of the case in our bulletin: https://bit.ly/3yY5mGr #capitalmarkets #privateequity #mergers #acquisitions #investors John Emanoilidis | Andrew Gray | David Forrester | Peter G.

Integrating AI throughout the employment cycle can make things more time- and cost-efficient, provide useful analytics, and offer an improved employee and HR experience. However, automating a process centered around human resources raises serious ethical considerations and legal risks. Join us on September 17 for the first session in our AI for employers series, where we explore the key issues employers should keep in mind when using AI to build, manage and evaluate their teams. In this session, our panel will examine key items affecting the legal landscape including key privacy and human rights risks, and existing and ongoing regulatory developments across Canada and the United States. Click here to register: https://bit.ly/4dG2E7M #technology #artificialintelligence #AI #cybersecurity #privacy #employmentlaw #TorysAInsight Ryan Davis | Irfan Kara | Nic Wall

In today’s fast pace of innovation, policymakers and regulators are increasing their focus on safeguarding consumers through legislative and regulatory frameworks. Continuous monitoring of new technologies—and how they affect the end consumer—are crucial to a business’ success. Join us on September 11 for this session on consumer protection and AI. We will examine how artificial intelligence is transforming the financial services sector and enhancing the consumer experience, the pros and cons of AI in financial products, and what businesses need to do to protect consumers. Click here to register: https://bit.ly/3MmdZxA #technology #artificialintelligence #cybersecurity #privacy #fintech #consumerprotection #TorysAInsight Brigitte Goulard | Nic Wall | Lauren Nickerson

To reach its net-zero emissions commitment, Canada will need to use every tool in its arsenal. Carbon capture, utilization and storage (CCUS) is a promising way forward to reach these goals, but adopting the proper framework and incentives on a commercial scale has been challenging. However, three new developments promise to make headway: The CCUS Investment Tax Credit provides much-anticipated investment certainty for project stakeholders, while two legislative initiatives in Manitoba and Ontario help pave the way for future investments and CCUS development. We examine these developments in our latest update on carbon capture in Canada: https://bit.ly/3yZL9jI #energy #ESG #climatechange #infrastructure #environmental #technology #regulatory Nick Ettinger | Tyson Dyck | Gino Bruni | Steve Marshall | Shivana Maguire

In Poonian v. British Columbia, two individuals (the Debtors) perpetrated a securities fraud that caused millions of dollars of losses for vulnerable investors. The Debtors executed artificial trades which inflated the price of publicly traded shares, which were then sold at the Debtors’ benefit and their investors’ detriment. As a result of this fraud, in 2014 the B.C. Securities Commission imposed administrative monetary penalties and repayment orders (formally known as “disgorgement orders”) under the Bankruptcy and Insolvency Act (BIA). The Debtors did not comply with the Commission and instead filed for voluntary bankruptcy in 2018, to which they followed up with applying for a discharge from the bankruptcy in 2020. For context: within the BIA is the “fresh start” principle which exists for individuals seeking relief from their debts to obtain a fresh financial start when claiming bankruptcy. The Debtors’ hoped to capitalize on this principle by applying for a discharge, but were ultimately denied by the Commission on the basis that the administrative penalties and disgorgement orders were exceptions to the principle, due to the Debtors perpetrating a securities manipulation scheme. The Supreme Court agreed and held that a bankruptcy discharge could never release orders made by the B.C. Securities Commission. The case is also a reminder that courts still retain significant discretion regarding bankruptcy discharge under the BIA. Full details in our bulletin: https://bit.ly/3SVVaFa #insolvency #securities #litigation #financialservices #banking David Bish | John Fabello | Scott Bomhof | Gillian Dingle | Jeremy Opolsky | Mike Noel

This December, amendments to Food and Drug Regulations (FDR) and Medical Devices Regulations (MDR) will come into effect, establishing new reporting requirements and other obligations regarding Canadian food and drug and medical device recalls. These amendments will affect both voluntary (company-initiated) and mandatory recalls ordered by Health Canada. Once the amendments come into force, it is expected that Health Canada will update its guidance documents on recall management to provide more clarity to the industry on the new framework. Read the full details: https://bit.ly/4fVqq1e #lifesciences #food #consumerprotection #medicaldevices Teresa Reguly | Yolande Dufresne | Eileen McMahon | Ronald Cheung