# Fogler, Rubinoff LLP --- ## Pages - [Accessibility](https://www.foglers.com/accessibility/): Fogler, Rubinoff LLP (“FR”) has created policies and procedures to meet the required Accessibility Standards for Customer Service, Ontario Regulation... - [Contact](https://www.foglers.com/contact/): Scotia Plaza, 40 King Street West, Suite 2400 P.O. Box #215, Toronto ON, M5H 3Y2 - [How to Apply](https://www.foglers.com/students/how-to-apply/): Submit your application to participate in our summer student program and begin building your future. - [Summer and Articling Programs](https://www.foglers.com/students/programs/): Discover our Summer Student and Articling Programs - [What Makes Us Different](https://www.foglers.com/students/what-makes-us-different/): By virtue of our size and hands-on approach in dealing with our clients’ legal and business issues, law students are exposed to all elements of complex matters, transactions and cases. - [Students](https://www.foglers.com/students/): At Fogler, Rubinoff LLP we believe our Student Program is not only an opportunity to introduce students to the practice of law but it is also our first opportunity to recruit the future associates and partners of the firm. - [Diversity and Inclusion](https://www.foglers.com/about-the-firm/diversity-and-inclusion/): At Fogler, Rubinoff LLP individual diversity is not only valued, but celebrated. The firm’s Committee on Diversity and Inclusion seeks to facilitate our firm's ongoing and continuing efforts to foster a culture and atmosphere of mutual respect, and to attract, retain, and promote lawyers and support staff from all backgrounds and perspectives. - [Careers](https://www.foglers.com/careers/): We are an exciting place to practice law, offering some of the most challenging, diverse and innovative work in an open and congenial environment that is highly attractive to both our lawyers and our clients. - [Community](https://www.foglers.com/about-the-firm/community/): Our lawyers and staff are committed to playing an active, positive role in giving back to the communities where we work and live. - [About the Firm](https://www.foglers.com/about-the-firm/): For 40 years, we have invested in the success of each of our clients, leading them toward the achievement of their business and legal goals. - [Insights](https://www.foglers.com/insights/): Read our perspective on important legal and business issues. - [Industries](https://www.foglers.com/industries/): With expertise in over 20 areas of practice and across numerous industries, we see ourselves as a centralized resource for our clients. - [Expertise](https://www.foglers.com/expertise/): With expertise in over 20 areas of practice and across numerous industries, we see ourselves as a centralized resource for our clients. - [CASL](https://www.foglers.com/casl/): A. Our “No Spam” CASL Promise Canada’s Anti-Spam Legislation (“CASL“) allows recipients to control the commercial electronic messages (“CEMs“) they... - [Terms of use](https://www.foglers.com/terms-of-use/): Your acceptance of this Agreement These terms of use constitute the agreement (“Agreement“) between you and Fogler, Rubinoff LLP (“FR“),... - [People](https://www.foglers.com/people/): 115 Lawyers across 20 areas of practice and a support network of administrative staff. - [Privacy Policy](https://www.foglers.com/privacy-policy/): Fogler, Rubinoff LLP recognizes the importance of privacy and is committed to protecting your personal information. - [Home](https://www.foglers.com/): At Fogler, Rubinoff LLP we pride ourselves on our exceptional client service, resourcefulness, and our entrepreneurial spirit. With expertise in over 20 areas of practice and across numerous industries, we see ourselves as a centralized resource for our clients. --- ## Posts - [Our Support for Lawyers Feed the Hungry](https://www.foglers.com/our-support-for-lawyers-feed-the-hungry/): Year after year, our team of lawyers and students proudly volunteer with The Law Society Foundation’s ‘Lawyers Feed the Hungry’... - [Employment Team Wins Mondaq Recognition](https://www.foglers.com/employment-team-wins-mondaq-recognition/): Our Employment Law Team has been recognized as a Mondaq Thought Leader for writing the second most popular article on... - [Supporting Pro Bono Ontario's Legal Hotline](https://www.foglers.com/supporting-pro-bono-ontarios-legal-hotline/): Fogler, Rubinoff LLP recently hosted another impactful Sponsor Day in support of Pro Bono Ontario‘s Free Legal Advice Hotline. The... - [Navigating Compliance in a Changing Automotive Landscape](https://www.foglers.com/navigating-compliance-in-a-changing-automotive-landscape/): Today’s dealership environment is more complex than ever—marked by evolving economic conditions, shifting consumer behavior, and the growing influence of... - [Reimagining The Legal Workspace](https://www.foglers.com/reimagining-the-legal-workspace/): Discover how Foglers has reimagined the conventional law firm office. In Colliers’ report “Why Reshaping Law Offices is Crucial for... - [Charting Our Future: Leadership Interview](https://www.foglers.com/charting-our-future-leadership-interview/): Eric Roblin and Leneo Sdao sat down with Branislav Urosevic of Law Times to discuss their new leadership roles, strategic... - [Celebrating Pride 2025](https://www.foglers.com/fr-pride-2025/): At our 2025 FR Pride Event, we were privileged to learn from Dr. Adrienne Rosen‘s extraordinary life of purpose and... - [International Women's Day 2025](https://www.foglers.com/international-womens-day-2025/): We had the privilege of hosting an extraordinary International Women’s Day event at our firm, organized by Tea Obradovic and... - [13 Partners recognized as Leaders in their field in the 2025 edition of the Canadian Legal LEXPERT Directory. ](https://www.foglers.com/2025-canadian-legal-lexpert-directory-rankings/): Congratulations to our Partners on being recognized as leading lawyers in the 2025 Canadian Legal LEXPERT® Directory. Each lawyer was selected based... - [Fogler, Rubinoff Named as one of Ontario's Top Ten Regional Firms](https://www.foglers.com/fogler-rubinoff-named-as-one-of-the-2025-top-10-ontario-regional-firms/): Fogler, Rubinoff LLP named as one of the 2025 Top 10 Ontario Regional Firms Canadian Lawyer conducted a far-reaching analysis... - [Fogler, Rubinoff LLP Announces New Leadership](https://www.foglers.com/fogler-rubinoff-llp-announces-new-leadership/): Fogler, Rubinoff LLP is pleased to announce a new milestone in our firm’s leadership. Eric Roblin has been elected as... - [LSO The Eight-Minute Commercial Leasing Lawyer 2025 Series](https://www.foglers.com/lso-the-eight-minute-commercial-leasing-lawyer-2025-series/): Alex C. Kolandjian will be presenting at The Eight-Minute Commercial Leasing Lawyer 2025, a professional development program hosted by the... - [WTR 1000: The World's Leading Trademark Professionals](https://www.foglers.com/wtr-1000-the-worlds-leading-trademark-professionals/): Congratulations to Marie Lussier who has been recognized as a leading Trademark lawyer by World Trademark Review. The WTR 1000... - [Bell Let’s Talk Day 2025](https://www.foglers.com/bell-lets-talk-day-2025/): Bell Let’s Talk Day is a powerful reminder of the importance of open conversations about mental health. Today, we were... - [Nina Perfetto Awarded the Prestigious King Charles III Coronation Medal](https://www.foglers.com/nina-perfetto-awarded-the-prestigious-king-charles-iii-coronation-medal/): We are thrilled to announce that Nina Perfetto, has been awarded the prestigious King Charles III Coronation Medal. This honour... - [Giving Back: Pro Bono Ontario's Legal Support Hotline](https://www.foglers.com/pro-bono-ontarios-legal-support-hotline/): Our Associates spent the afternoon volunteering with Pro Bono Ontario‘s Free Legal Advice Hotline, providing important services to individuals who... - [We Have Moved!](https://www.foglers.com/we-have-moved/): OUR TORONTO OFFICE HAS A NEW ADDRESS Effective December 2, 2024, the office of Fogler, Rubinoff LLP will relocate within... - [Remembering David Thiel](https://www.foglers.com/remembering-david-thiel/): It is with heavy hearts that we share the sad news of the passing of our Partner, friend and colleague,... - [National Day for Truth and Reconciliation, 2024](https://www.foglers.com/national-day-for-truth-and-reconciliation-2024/): On this National Day for Truth and Reconciliation, we encourage everyone to reflect on the words Every Child Matters. Today... - [Reframing Inherent Jurisdiction: A Critical Dialogue](https://www.foglers.com/reframing-inherent-jurisdiction-a-critical-dialogue/): On September 25, 2004, Foglers hosted an exclusive discussion on the intricate interplay between inherent jurisdiction and Canada’s political, economic,... - [49 Lawyers Selected by Their Peers for Inclusion in the 2025 Edition of the Best Lawyers in Canada](https://www.foglers.com/49-lawyers-selected-by-their-peers-for-inclusion-in-the-2025-edition-of-the-best-lawyers-in-canada/): Foglers is pleased to announce that the 49 lawyers were selected by their peers for inclusion in the 2025 edition... - [WIPR Leaders 2024](https://www.foglers.com/wipr-leaders-2024/): Congratulations to Marie Lussier on being recognized by World IP Review in their annual ranking of leading IP lawyers globally.... - [National Indigenous Peoples Day, 2024](https://www.foglers.com/national-indigenous-peoples-day-2024/): Today on National Indigenous Peoples Day, we celebrate the heritage, cultures and outstanding achievements of First Nations, Inuit and Métis... - [Celebrating Pride Month at Foglers with Douglas Elliott](https://www.foglers.com/celebrating-pride-month-at-foglers/): Today we had the pleasure of welcoming Douglas Elliott to the firm who spoke to us about “The LGBT Purge:... - [Podcast: Law Firm ILN-telligence](https://www.foglers.com/podcast-law-firm-iln-telligence/): Dive into the dynamic conversation between Ronald Davis and Lindsay Griffiths in the latest episode of the International Lawyers Network‘s... - [TAS Podcast: Friends Who Argue](https://www.foglers.com/tas-podcast-friends-who-argue/): Don’t miss out on this compelling discussion moderated by Teodora (Prpa) Obradovic. Tune in to the latest episode of the... - [Young Park speaks with CBC's Canada Tonight to discuss Canadian voter data accessibility and the BC Supreme Court ruling.](https://www.foglers.com/young-park-speaks-with-cbcs-canada-tonight-to-discuss-canadian-voter-data-accessibility-and-the-bc-supreme-court-ruling/): Young Park and Prof. Andrew Clement joined Travis Dhanraj on CBC’s Canada Tonight to discuss Canadian voter data accessibility and... - [Success Before the BC Supreme Court in a Landmark Decision With Respect to BC’s Personal Information Protection Act and its Application to Canada’s Federal Political Parties.](https://www.foglers.com/success-before-the-bc-supreme-court-in-a-landmark-decision-with-respect-to-bcs-personal-information-protection-act-and-its-application-to-canadas-federal-political-parties/): Young Park, Bill Hearn, Ron Davis and Alexander Evangelista (working with their co-counsel, Jason Herbert of DLA Piper in Vancouver),... - [Myriah Graves Appointed to the National Association for Law Placement Board](https://www.foglers.com/myriah-graves-appointed-to-the-national-association-for-law-placement-board/): Congratulations to Myriah Graves, the firm’s Director of Professional Development on her appointment to the Board of the National Association... - [Celebrating International Women's Day and women@foglers](https://www.foglers.com/celebrating-international-womens-day-and-womenfoglers/): Last week, in honor of International Women’s Day, our firm came together and assembled 60 Welcome Kits for the Red... - [Milton Davis named a recipient of the 2024 Law Society Medal.](https://www.foglers.com/milton-davis-named-a-recipient-of-the-2024-law-society-medal/): Congratulations to Milt Davis who was named a recipient of the 2024 Law Society Medal. Each year, the Law Society... - [2SLGBTQ+ Bay Street Firm Hop](https://www.foglers.com/2slgbtq-firm-hop-2/): We’re thrilled to participate in this year’s 2SLGBTQ+ Bay Street Firm Hop once again! If you’re a law student and... - [2024 Canadian Legal LEXPERT Directory Rankings](https://www.foglers.com/2024-canadian-legal-lexpert-directory-rankings/): Congratulations to our Partners on being recognized as leading lawyers in the 2024 Canadian Legal LEXPERT® Directory. Each lawyer was... - [Celebrating Black History Month with King Catering](https://www.foglers.com/celebrating-black-history-month/): In celebration of Black History Month, our firm had the pleasure of learning from Chef Deon King, founder and CEO... - [Success before the SCC in a landmark constitutional case with respect to Indigenous peoples’ inherent jurisdiction over their children.](https://www.foglers.com/success-before-the-scc-in-a-landmark-constitutional-case-with-respect-to-indigenous-peoples-inherent-jurisdiction-over-their-children/): On February 9, 2024, the SCC released its decision in Attorney General of Québec, et al. v. Attorney General of... - [What the Truck: Established Trucking School Successful in Lifting an Immediate Suspension Order and Appealing a Proposal to Refuse.](https://www.foglers.com/what-the-truck-established-trucking-school-successful-in-lifting-an-immediate-suspension-order-and-appealing-a-proposal-to-refuse/): Justin Jakubiak and Bree Pierce, members of Foglers’ litigation group, successfully represented a family-owned trucking school before the Licence Appeal... - [David Levangie Named one of Lexpert's Rising Stars: Leading Lawyers Under 40](https://www.foglers.com/david-levangie-named-one-of-lexperts-rising-stars-leading-lawyers-under-40/): Congratulations to David Levangie who was recognized as one of Lexpert’s Rising Stars: Leading Lawyers Under 40. This annual event... - [Our Support for Israel](https://www.foglers.com/our-support-for-israel/): Our Fogler Rubinoff family strongly condemns the unprecedented, barbaric attack by Hamas terrorists on Israel. While we in Canada live... - [National Day for Truth and Reconciliation ](https://www.foglers.com/national-day-for-truth-and-reconciliation-2/): To mark the National Day for Truth and Reconciliation and Orange Shirt Day, this week Foglers welcomed Tracey Lindberg, an... - [Chambers Ranked: Gaming & Licensing Law, 2024](https://www.foglers.com/chambers-ranked-gaming-licensing-law-2024/): Congratulations to Don Bourgeois on being recognized by Chambers and Partners in the 2024 Canada Guide in Band 2 for... - [Katherine Hensel Named One of Canada's Top 25 Most Influential Lawyers of 2023](https://www.foglers.com/katherine-hensel-named-one-of-canadas-top-25-most-influential-lawyers-of-2023/): To recognize her work as a leading Indigenous lawyer, Katherine Hensel has been named on to Top 25 Most Influential... - [41 Lawyers Profiled Across 24 Areas of Law in The Best Lawyers in Canada, 2024](https://www.foglers.com/41-lawyers-profiled-across-24-areas-of-law-in-the-best-lawyers-in-canada-2024/): Foglers is pleased to announce that the 41 lawyers were selected by their peers for inclusion in the 2024 edition... - [2023-2024 OBA Section Executives](https://www.foglers.com/2023-2024-oba-section-executives/): We are pleased to share that the following lawyers will play important roles as members of the 2023-2024 OBA Section... - [Economic Development Corporations, Strategic Partnerships & Joint Ventures: Structuring, Governance, Taxation and Sovereign Wealth Planning](https://www.foglers.com/economic-development-corporations-strategic-partnerships-joint-ventures-structuring-governance-taxation-and-sovereign-wealth-planning/): Gary Kissack and Brian Gosse will present at the 29th Annual Conference & AGM for the Council for the Advancement... - [Celebrating Pride with Lisa DelCol from PFlag.](https://www.foglers.com/celebrating-pride-with-lisa-delcol-from-pflag/): As part of Pride month, Foglers welcomed Lisa DelCol from Toronto PFlag. Toronto PFlag is a non-profit organization that promotes... - [Paul Penna DJDS 25th Anniversary Honouree](https://www.foglers.com/paul-penna-djds-25th-anniversary-honouree/): Congratulations to Karen Rosen who was honoured at the Paul Penna DJDS’s 25th Anniversary Gala. Dedicated to her clients and... - [Fogler, Rubinoff Ranked as One of Ontario's Top 10 Regional Firms, 2023](https://www.foglers.com/fogler-rubinoff-ranked-as-one-of-ontarios-top-10-regional-firms/): We are thrilled to announce that Fogler, Rubinoff LLP has been voted as one of the top three law firms... - [Mondaq Thought Leader Award](https://www.foglers.com/mondaq-thought-leader-award/): Congratulations to April Gougeon, Bill Hearn and Ronald Davis for winning a Mondaq 2023 Thought Leader Award for their article:... - [ICSC + Canadian Law Conference](https://www.foglers.com/icsc-canadian-law-conference/): Our Commercial Leasing Team will be at the ICSC + Canadian Law Conference. Alex Kolandjian and Aida Nabavi will co-lead... - [Engaging With Your Condo Engineer](https://www.foglers.com/engaging-with-your-condo-engineer/): On April 27th David Thiel will share his perspective on what condominium boards need to know when engaging engineering consultants.... - [2SLGBTQ+ Firm Hop](https://www.foglers.com/2slgbtq-firm-hop/): Calling all 2SLGBTQ+ law students who will be applying to recruits in Toronto in 2023! We hope you’ll join us... - [OBA Speaking Engagement: Your First Civil Trial](https://www.foglers.com/obas-your-first-civil-trial/): Alexander Evangelista will Co-Chair the Ontario Bar Association’s “Your First Trial” program on March 3, 2023. The program features prominent... - [Fogler, Rubinoff LLP Recognized in the 2023 Canadian Legal Lexpert Directory](https://www.foglers.com/fogler-rubinoff-llp-recognized-in-the-2023-canadian-legal-lexpert-directory/): Congratulations to our Partners on being recognized as leading lawyers in the 2023 Canadian Legal Lexpert® Directory. Each lawyer was selected based... - [From Pandemic to Endemic: Adapting the Workplace to Recurring Viral Threats](https://www.foglers.com/from-pandemic-to-endemic-adapting-the-workplace-to-recurring-viral-threats/): Workplace policies that ensure businesses can continue in the face of viral threats have become imperative. Diana Saturno will be... - [NALP Virtual Canadian Diversity Summit](https://www.foglers.com/nalp-virtual-canadian-diversity-summit/): Luciana Andrade co-presented at the NALP Virtual Canadian Diversity Summit as part of the Building a Sense of Belonging panel.... - [Top Appeals of 2022](https://www.foglers.com/top-appeals-of-2022/): Martine Garland is co-chairing this OBA program on the top appeals from the Courts in 2022. All litigators, whether in-house... - [Footing the Bill: Costs Awarded Against OMVIC](https://www.foglers.com/footing-the-bill-costs-awarded-against-omvic/): In the first decision of its kind, Fogler, Rubinoff lawyers Justin Jakubiak and Adam Varro were successful in obtaining a... - [Interview: Pity the poor regulators tasked with sorting out a 900-billion dollar digital asset industry. ](https://www.foglers.com/interview-clarity-please-pity-the-poor-regulators-tasked-with-sorting-out-a-900-billion-dollar-digital-asset-industry/): With the ongoing crypto drama of 2022, and the spectacular blow-up of Bahamas-based crypto exchange FTX, the financial world is... - [Dealing with Digital Assets on Death](https://www.foglers.com/dealing-with-digital-assets-on-death/): The definition and scope of digital assets is ever-evolving as technologies develop. Our social, financial, personal and professional landscapes have... - [CSE TV Interview: The Listed Issuer Exemption Explained](https://www.foglers.com/the-listed-issuer-exemption-explained/): Dom Mannella appeared on CSE TV’s Ask an Expert, to discuss with James Black the Listed Issuer Financing Exemption, a... - [Foglers is acting for the intervener before the SCC in a landmark constitutional case with respect to Indigenous peoples’ inherent jurisdiction over their children.](https://www.foglers.com/foglers-is-acting-for-the-intervener-before-the-scc-in-a-landmark-constitutional-case-with-respect-to-indigenous-peoples-inherent-jurisdiction-over-their-children/): On October 7, the Inuvialuit Regional Corporation (IRC), was granted leave to intervene at the Supreme Court in the appeal... - [The 2022 Condo Conference](https://www.foglers.com/the-2022-condo-conference/): At The Condo Conference, Carol Dirks spoke about effective communication. Her panel discussed delivering messaging for community compliance and transparency,... - [National Day for Truth and Reconciliation](https://www.foglers.com/national-day-for-truth-and-reconciliation/): On this National Day for Truth and Reconciliation, we came together as a firm to hear from Tim O’Loan. Tim... - [Welcome Back](https://www.foglers.com/welcome-back/): We are thrilled to welcome back in-person our 2022-2023 Articling Students. Learn more about each of them and their experiences... - [Congratulations to Sasha Kraus on Achieving the Prestigious Trust and Estate Practitioner Designation](https://www.foglers.com/congratulations-to-sasha-kraus-on-achieving-the-prestigious-trust-and-estate-practitioner-designation/): Wills & Estates Associate, Sasha Kraus is a recipient of the prestigious Trust and Estate Practitioner (TEP) designation. The TEP... - [Comparison of Key Provisions in Canada's Proposed Artificial Intelligence and Data Act (Canada's AIDA) to their counterparts in the EU's proposed Artificial Intelligence Act (EU's AI Act)](https://www.foglers.com/comparison-of-key-provisions-in-canadas-proposed-artificial-intelligence-and-data-act-canadas-aida-to-their-counterparts-in-the-eus-proposed-artificial-intelligence-act-eus-ai-act/): Table comparing Canada's proposed AIDA to EU's proposed AI Act - August 3, 2022Download - [Remembering Michael H. Appleton, Q.C.](https://www.foglers.com/remembering-michael-h-appleton-q-c/): It is with deep sadness that we announce the passing of our Partner, friend and colleague, Michael H. Appleton, Q.... - [Celebrating Pride with Kimahli Powell from the Rainbow Railroad](https://www.foglers.com/celebrating-pride-2022/): June is Pride month; a celebration of the significant impact that LGBTQ+ individuals have had on history locally, nationally, and... - [2022 - 2023 OBA Section Executive Elections](https://www.foglers.com/2022-2023-oba-section-executive/): Congratulations to the following lawyers elected to the 2022-2023 OBA Section Executives Kathryn Balter, Trusts and Estates Law – Secretary... - [Snakes and Ladders - The Traps and Tricks of Condo Litigation ](https://www.foglers.com/snakes-and-ladders-the-traps-and-tricks-of-condo-litigation/): Carol Dirks will be a presenting at the CAI Condo Conference - [Secured Transaction Essentials for Business Lawyers](https://www.foglers.com/secured-transaction-essentials-for-business-lawyers/): Karen Rosen presented at the OBA’s Secured Transaction Essentials for Business Lawyers on the topic of “Negotiating and Issuing Transaction... - [Aboriginal Law Update: Emerging Issues and Game Changing Cases](https://www.foglers.com/aboriginal-law-update-emerging-issues-and-game-changing-cases/): Bill Taggert will co-chair this annual OBA Aboriginal Law Program on June 22, 2022 Join the OBA at their annual... - [Connect With Your Future: 2L Open House](https://www.foglers.com/connect-with-your-future-2l-open-house/): Interested in learning more about our 2L Summer Program? Join Myriah Graves, Director of Professional Development, on Wednesday June 15th,... - [Myriah Graves Recognized with a NALP Service Excellence Award](https://www.foglers.com/myriah-graves-recognized-with-a-nalp-service-excellence-award/): Congratulations to Myriah Graves, Director of Professional Development, on being the recipient of a NALP Service Excellence Award. The award... - [Countdown to launch of iGaming in Ontario](https://www.foglers.com/countdown-to-launch-of-igaming-in-ontario/): Ontario’s competitive iGaming market went “live” on April 4. It is expected that the competitive market will have 30 to... - [Giving Back: Lawyers Feed the Hungry](https://www.foglers.com/giving-back-lawyers-feed-the-hungry/): Last week, Fogler, Rubinoff’s annual meal sponsorship to Lawyers Feed the Hungry, provided 250 people with a much-needed warm meal.... - [Interview: Panel Discusses Gender Bias and Their Legal Efforts to Advance Equality at IWD Event](https://www.foglers.com/interview-panel-discusses-gender-bias-and-their-legal-efforts-to-advance-equality-at-iwd-event/): Katherine Hensel was a guest speaker at the Law Society of Ontario’s International Women’s Day event where women leaders shared... - [Introducing women@foglers](https://www.foglers.com/introducing-womenfoglers/): Foglers takes pride in recruiting, supporting, and fostering the careers of women lawyers. In honour of International Women’s Day, weare... - [2022 Canadian Legal Lexpert Directory](https://www.foglers.com/lexpert-ranked/): Congratulations to our Partners on being recognized leading lawyers in the 2022 Canadian Legal Lexpert Directory. Steven A. Cygelfarb –... - [Giving Back to the Ryerson Community and Small Businesses in the GTA](https://www.foglers.com/giving-back-to-the-ryerson-community-and-small-businesses-in-the-gta/): We sat down with Micheline Gray-Smith, who volunteers her time at the Ryerson Law & Business Clinic. The Law &... - [IAM Strategy 300 Global Leaders](https://www.foglers.com/iam-strategy-300-global-leaders/): Congratulations to Kevin Shipley on being one of only 35 Canadians listed in the 2022 IAM Strategy 300 Global Leaders... - [Celebrating Black History Month with the Hon. Jean Augustine](https://www.foglers.com/celebrating-black-history-month-with-the-hon-jean-augustine/): In celebration of Black History Month, we had the pleasure of hosting a virtual event to hear and learn from... - [Winter clothing drive to support New Circles Community Services](https://www.foglers.com/foglers-joined-forces-with-5-other-firms-to-hold-a-winter-clothing-drive-to-support-new-circles-community-services/): It has been a frigid start to 2022 so we were happy to participate in a winter clothing drive to... - [Supporting Ground Breaking Cancer Research](https://www.foglers.com/supporting-ground-breaking-cancer-research-a-profile-on-bonnie-fish-and-her-volunteer-on-the-board-of-the-israel-cancer-research-fund/): We sat down with Bonnie Fish, who serves as the Board President for the Israel Cancer Research Fund, to hear... - [Bell Let's Talk Day 2022](https://www.foglers.com/bell-lets-talk-day-2022/): I’m listening. Keep talking. Four powerful words. Today is #BellLetsTalk day, and this year’s campaign encourages everyone to keep listening,... - [Giving Back to a Cause Close to Home](https://www.foglers.com/giving-back-to-a-cause-close-to-home-a-profile-on-michael-fraleigh-and-his-volunteer-work-with-the-alzheimers-society-of-ontario-and-temple-sinai-congregation-of-toronto/): To say Michael Fraleigh likes to help is an understatement. In addition to his busy health law practice, he manages... - [A Regular Phone Call Can Make a World of Difference for Isolated Individuals](https://www.foglers.com/a-regular-phone-call-can-make-a-world-of-difference-for-isolated-individuals-a-profile-on-aida-nabavi-and-her-volunteer-work-with-circle-of-care/): It is common for many of us, especially older adults, to feel isolated and lonely. The COVID-19 pandemic has only... - [Remembering Bill Perks](https://www.foglers.com/remembering-bill-perks/): We are saddened to inform you that our friend and colleague Bill Perks, passed away on Christmas Day. Bill Perks... - [Playing a Supporting Role to Take a Bite Out of Hunger](https://www.foglers.com/playing-a-supporting-role-to-take-a-bite-out-of-hunger-a-profile-on-ron-davis-and-his-volunteer-work-with-lawyers-feed-the-hungry/): For 19 years Ron Davis and some of Canada’s finest musicians have donated their time and talents to bring music... - [Playing a Supporting Role: Giving Back to the Arts](https://www.foglers.com/playing-a-supporting-role-giving-back-to-the-arts-a-profile-on-alex-kolandjian-and-his-volunteer-work-with-the-pomegranate-film-festival/): Alex Kolandjian is a Partner in our Real Estate practice who volunteers his time behind the scenes at the Pomegranate... - [Providing a Warm Welcome and Support to Refugee Claimants in Our City](https://www.foglers.com/providing-a-warm-welcome-and-support-to-refugee-claimants-in-our-city-a-profile-on-adam-varro-and-his-volunteer-work-with-adam-house/): Each year millions of refugees make the difficult decision to flee their homelands in search of a safe place to... - [Equality, Diversity and Inclusion Policy](https://www.foglers.com/equality-diversity-and-inclusion-policy/): Fogler Rubinoff (FR) supports the principles of equality, diversity and inclusion (EDI) which require fairness and respect to all individuals.... - [Successful Charter Challenge on Behalf of our Client](https://www.foglers.com/successful-charter-challenge-on-behalf-of-our-client/): Foglers was successful on behalf of our client, a car dealership, in bringing an application under s. 24(2) of Charter... - [National Day of Truth and Reconciliation](https://www.foglers.com/national-day-of-truth-and-reconciliation/): September 30, 2021 marks Canada’s first National Day of Truth and Reconciliation. On this day of reflection, our lawyers and... - [Fogler, Rubinoff LLP Recognized by Chambers Canada](https://www.foglers.com/fogler-rubinoff-llp-recognized-by-chambers-canada/): Fogler, Rubinoff LLP is pleased to announce that the firm has been recognized as a highly regarded firm in Ontario in... - [Vaccines and How to Enforce Policies in Condo Buildings!](https://www.foglers.com/vaccines-and-how-to-enforce-policies-in-condo-buildings/): As the Ontario government has moved ahead with implementing proof of vaccination requirements for businesses and organizations, what does this... - [A National Look at Capital Repair/Maintenance Obligations: Lessons Learned From the Florida Collapse](https://www.foglers.com/a-national-look-at-capital-repair-maintenance-obligations-lessons-learned-from-the-florida-collapse/): David Theil presented at the CAI Canada V-CON(DO) 2021 conference, as part of a national panel which examined Capital Repair/Maintenance... - [We All Have It – How to Recognize and Interrupt Unconscious Bias](https://www.foglers.com/we-all-have-it-how-to-recognize-and-interrupt-unconscious-bias/): Despite our best intentions, research shows we all have it – unconscious, unintentional bias. Unconscious attitudes and beliefs are shaped... - [2021 IAM Strategy 300: The World’s Leading IP Strategists](https://www.foglers.com/test-best-lawyers/): Congratulations to Kevin Shipley who has been recognized in the 2021 IAM Strategy 300: The World’s Leading IP Strategists, which... - [Chambers Ranked: Corporate Commercial - Highly Regarded](https://www.foglers.com/chambers-ranked-corporate-commercial-highly-regarded/): Congratulations to Rick Moscone on being recognized in Chambers Canada: Canada’s Leading Lawyers for Business, for his transactional work. According... - [Prominent First Nations Lawyer Joins Fogler, Rubinoff LLP](https://www.foglers.com/prominent-first-nations-lawyer-to-join-fogler-rubinoff-llp/): We are pleased to announce that Hensel Barristers and Fogler, Rubinoff LLP will be practising in association commencing July 1,... --- ## People - [Joe Zangari](https://www.foglers.com/people/joe-zangari/): Joe's practice focuses on mortgage enforcement proceedings. - [Alain Bartleman](https://www.foglers.com/people/alain-bartleman/): Alain Bartleman is a partner in the firm’s Indigenous Practice Department and a member of the Chippewas of Rama First Nation. - [Stella Choe](https://www.foglers.com/people/stella-choe/): Stella recently completed her second year of law school at Western Law. Before law school, Stella earned an Honours Bachelor... - [Navpreet (Nav) Dadral](https://www.foglers.com/people/navpreet-dadral/): Navpreet recently completed her second year of law school at the University of Ottawa. Prior to law school, she earned... - [Imran Lavji](https://www.foglers.com/people/imran-lavji/): Imran is currently completing his J. D. at Queen’s University Faculty of Law. He holds an Honours Business Administration degree... - [Kimberly Nguyen](https://www.foglers.com/people/kimberly-nguyen/): Kimberley recently completed her second year at Osgoode Hall Law School. Kimberley earned an Honours Bachelor of Arts degree in... - [Celia (Cece) Ohayon](https://www.foglers.com/people/celia-ohayon/): Cece recently completed her second year at the University of Ottawa’s Faculty of Law. Before law school, Cece earned an... - [Jorey Zweig](https://www.foglers.com/people/jorey-zweig/): Jorey recently completed his second year at Western Law. He is pursuing a dual JD/HBA degree with the Ivey Business... - [Emily Milana](https://www.foglers.com/people/emily-milana/): Emily is an Associate in our Corporate and Commercial Group, with a practice focused on mergers and acquisitions and corporate... - [Simon Igelman](https://www.foglers.com/people/simon-igelman/): Simon (Shimmy) Igelman is a corporate transactional lawyer. His practice focuses on corporate finance and mergers and acquisitions, as well... - [Scott Stoll](https://www.foglers.com/people/scott-stoll/): Trusted advisor, creative problem solver, and consensus builder. Scott’s focus is assisting clients in developing strategies in anticipation of changing... - [Adam Wheeler](https://www.foglers.com/people/adam-wheeler/): Adam is an Associate with the firm’s Indigenous Practice Group. Adam is building a practice focused on Indigenous governance and... - [Colleen Milne](https://www.foglers.com/people/colleen-milne/): Colleen is an Associate with the firm’s Indigenous Practice Group. A large part of her practice focuses on helping Indigenous... - [Anja Perc](https://www.foglers.com/people/anja-perc/): Anja maintains a broad commercial litigation practice, with a specific focus on construction law. - [Luisa L. D'Alessio](https://www.foglers.com/people/luisa-l-dalessio/): Luisa is an associate in the firm's litigation and dispute resolution group, specializing in labour and employment law. - [Krystan Demasi](https://www.foglers.com/people/krystan-demasi/): Krystan recently completed her second year at the University of Ottawa’s Faculty of Law. Before attending law school, she earned... - [Adrian Pablo Piecyk](https://www.foglers.com/people/adrian-pablo-piecyk/): Adrian recently completed his second year of law school at the University of Toronto. Prior to pursuing law school, Adrian... - [Dominik Ratz](https://www.foglers.com/people/dominik-ratz/): Dominik recently completed his second year at the University of Windsor’s Faculty of Law. Prior to starting law school, he... - [Andrea Reid](https://www.foglers.com/people/andrea-reid/): Andrea recently completed her second year at Osgoode Hall Law School. She holds a Bachelor of Arts from the University... - [Rebekah Rodrigues](https://www.foglers.com/people/rebekah-rodrigues/): Rebekah recently completed her second year of law school at Western Law. Prior to her legal education, she earned an... - [Elizabeth Varkovetski](https://www.foglers.com/people/elizabeth-varkovetski/): Elizabeth recently completed her second year of law school at the University of Ottawa. Preceding her legal education, she earned... - [Jessica Weinberg](https://www.foglers.com/people/jessica-weinberg/): Jessica recently completed her second year at Queen’s Law School. Before starting law school, she earned a Bachelor of Business... - [Catherine Francis](https://www.foglers.com/people/catherine-francis/): Catherine is a Partner in the Litigation Group and Bankruptcy and Insolvency Group. Her practice is devoted largely to corporate/commercial,... - [Ryan Gelbart](https://www.foglers.com/people/ryan-gelbart/): Ryan has a broad corporate and commercial practice with an emphasis on debt finance and private business transactions. As part... - [Stephen Skorbinski](https://www.foglers.com/people/stephen-skorbinski/): Stephen is an Associate in our Business Law and Financial Services Groups. His practice focuses on all aspects of banking... - [Navneet Sandhu](https://www.foglers.com/people/navneet-sandhu/): Navneet is an Associate in our Commercial Real Estate Group. Her practice focuses on the purchase, sale, and financing of... - [Jonathan Gross](https://www.foglers.com/people/jonathan-gross/): Jonathan is an Associate in the firm’s Litigation and Dispute Resolution Group. He is developing a general commercial litigation practice.... - [Marie Lussier](https://www.foglers.com/people/marie-lussier/): Marie’s practice extends to all facets of branding and advertising law, and her expertise lies in helping businesses acquire, manage... - [Ninetta Sandu](https://www.foglers.com/people/ninetta-sandu/): Ninetta is developing a broad commercial real estate practice. Ninetta’s journey is a testament to unwavering dedication and professional growth. Beginning... - [Paul S. Schwartzman](https://www.foglers.com/people/paul-schwartzman/): Paul has extensive experience in employment related litigation, grievance arbitrations, labour board hearings and human rights applications. He regularly appears... - [Mohiminol Khandaker](https://www.foglers.com/people/mohiminol-khandaker/): Mohiminol is an associate in our Condominium Law Group. His practice is focused on providing litigation and solicitor services to... - [Kate Babony](https://www.foglers.com/people/kate-babony/): Kate brings two decades of negotiating experience to help her clients advance their rights through customized, creative solutions. She is... - [Julien Cohen](https://www.foglers.com/people/julien-cohen/): Julien is a partner in our tax department. Julien’s practice consists of corporate and personal tax planning, estate planning, corporate... - [Michael Rosen](https://www.foglers.com/people/michael-rosen/): Michael practices in all areas of estates, trusts, incapacity and not-for-profit law. His expertise includes the planning and drafting of... - [Debra L. Snider](https://www.foglers.com/people/debra-l-snider/): Debra is a dynamic lawyer and natural storyteller who has passionately advocated for children and families throughout her 30 year... - [Ashley Naipaul](https://www.foglers.com/people/ashley-naipaul/): Ashley's practice is centered on estate planning and administration, trust administration and incapacity planning. - [Natalia Sidlar](https://www.foglers.com/people/natalia-sidlar/): Natalia Sidlar is an Associate in the commercial litigation practice group at Fogler, Rubinoff LLP. - [Vickie Wong](https://www.foglers.com/people/vickie-wong/): Vickie has extensive experience in acting for both lenders and borrowers in a variety of debt financing arrangements including asset-based... - [Shane Gould](https://www.foglers.com/people/shane-gould/): Shane is an Associate in the firm’s Litigation and Dispute Resolution Group. He is developing a general commercial litigation practice.... - [Shannon Reid](https://www.foglers.com/people/shannon-reid/): Shannon is an Associate in the firm’s Litigation and Dispute Resolution Group. She is developing a general commercial litigation practice.... - [Max Samuels](https://www.foglers.com/people/max-samuels/): Max is an Associate in the firm’s Litigation and Dispute Resolution Group. He is developing a general commercial litigation practice.... - [Ruth Ambros](https://www.foglers.com/people/ruth-ambros/): A persistent professional and gentle intervener, Ruth Ambros is developing an extensive civil litigation practice serving First Nations and their... - [Katherine Hensel](https://www.foglers.com/people/katherine-hensel/): Katherine is a citizen of the Secwepemc (Shuswap) Nation. Katherine has built a diverse practice providing advice and acting in... - [Shirley Bai](https://www.foglers.com/people/shirley-bai/): Shirley’s practice encompasses all aspects of commercial real estate. - [Ryan P. Wachtel](https://www.foglers.com/people/ryan-p-wachtel/): Ryan is an Associate in the firm’s business law group and is developing a diverse corporate and commercial law practice. He... - [Marco Agostini](https://www.foglers.com/people/marco-agostini-2/): Marco is an associate in the Securities Law Group. - [Sean Nouch](https://www.foglers.com/people/sean-nouch/): Sean is an associate with the firm’s business law and capital markets & securities groups. Sean completed his J. D.... - [Aida Nabavi](https://www.foglers.com/people/aida-nabavi/): Aida is an associate in our commercial real estate group, where she is developing a broad commercial real estate practice... - [Matthew Rutledge](https://www.foglers.com/people/matthew-rutledge/): Matthew is an associate with the firm’s litigation and dispute resolution group and is developing a broad corporate and commercial litigation practice with a focus on municipal and planning law. - [Brian Gosse](https://www.foglers.com/people/brian-gosse/): Brian has a broad and varied business law practice. He represents clients in a range of industries including energy and... - [Josh Rudolph](https://www.foglers.com/people/josh-rudolph/): Josh is an Associate in the firm’s business law group and is developing a diverse corporate and commercial law practice.... - [Cameron Holliday](https://www.foglers.com/people/cameron-holliday/): Cameron is an Associate in our Capital Markets and Securities Law Group. He is developing a broad securities practice with... - [Jordan Kamenetsky](https://www.foglers.com/people/jordan-kamenetsky/): Jordan is a Partner in our Commercial Real Estate and Banking & Financial Services practice groups. He has a broad... - [Jennifer Campbell](https://www.foglers.com/people/jennifer-campbell/): Jen is a partner in the Capital Markets and Securities group. Jen acts for both companies and registered dealers in... - [Kristie Tsang](https://www.foglers.com/people/kristie-tsang/): Kristie is an Associate in the firm’s Indigenous Practice Group and is developing a diverse practice serving Indigenous governments, communities,... - [Hailey Abramsky](https://www.foglers.com/people/hailey-abramsky/): Hailey is a Partner with the firm’s litigation and dispute resolution group. She maintains a broad commercial litigation practice with... - [Lawrence D. Adelberg](https://www.foglers.com/people/lawrence-d-aldelberg/): Lawrence advises a wide variety of business clients, ranging from owner-operated businesses to large corporations. - [Tammy J. Anklewicz](https://www.foglers.com/people/tammy-j-anklewicz/): Tammy Anklewicz has been practicing in the fields of estates, trusts and charities law for over 30 years. She advises... - [Elizabeth Armstrong](https://www.foglers.com/people/elizabeth-armstrong/): Beth is an associate in the Indigenous Practice Group and is developing a broad practice serving Indigenous governments, communities and... - [Kathryn Balter](https://www.foglers.com/people/kathryn-balter-wills-and-estates-lawyer-fogler-rubinoff-llp/): Kathryn's practice is focused on helping clients achieve their estate-planning goals by providing advice on wills, trusts, the transfer of assets, powers of attorney, and estate administration. - [Bruce S. Batist](https://www.foglers.com/people/bruce-s-batist/): Bruce was admitted to the Ontario Bar in 1989 and has practiced civil and commercial litigation since. Bruce has particular... - [I. William Berger](https://www.foglers.com/people/i-william-berger/): Bill has a wide-ranging business law practice focusing on commercial transactions and general corporate matters. His practice covers all aspects... - [Stephen A. Bernofsky](https://www.foglers.com/people/stephen-a-bernofsky/): Stephen represents companies in all facets of labour relations and employment law. He has conducted extensive collective bargaining, conciliation and... - [Monica E. Bianchini](https://www.foglers.com/people/monica-e-bianchini/): Monica’s practice focuses on all aspects of commercial real estate with a particular emphasis on acquisitions, dispositions, financings and property... - [Leonard P. Bosschart](https://www.foglers.com/people/leonard-bosschart/): Leonard Bosschart’s practice focuses in the areas of trusts and estates as well as charities and not-for-profit law. As counsel... - [Don Bourgeois](https://www.foglers.com/people/don-bourgeois/): Don has over 25 years of experience in the gaming sector, primarily in executive positions, including casinos, charitable gaming, lottery,... - [Blair W.M. Bowen](https://www.foglers.com/people/blair-w-m-bowen/): Blair is a trial lawyer specializing in corporate and commercial litigation. Blair has conducted numerous trials, commercial arbitrations and appeals... - [Denis A. Chamberland](https://www.foglers.com/people/denis-a-chamberland/): Denis Chamberland is widely regarded as a leader in public procurement, government contracts and public-private partnerships projects (PPP). He has... - [Harriette E. Codrington](https://www.foglers.com/people/harriette-e-codrington/): Harriette is a partner in the firm's business law group, with a focus in mergers and acquisitions. - [Steven Cygelfarb](https://www.foglers.com/people/steven-cygelfarb/): Steven practices exclusively in the area of commercial leasing. He acts for landlords, tenants, developers, lenders and property managers in... - [Vern W. DaRe](https://www.foglers.com/people/vern-w-dare/): Vern DaRe's practice focuses exclusively on bankruptcy and insolvency law and creditor and debtor rights. - [Milton A. Davis](https://www.foglers.com/people/milton-a-davis/): Milton Davis was called to the bar in 1978. Since that time he has practiced in the area of commercial... - [Ronald D. Davis](https://www.foglers.com/people/ronald-d-davis/): Ron Davis offers over 40 years of unique litigation experience, combining high-level analytical skills with advanced written advocacy abilities. Working... - [Roberto De Pasquale](https://www.foglers.com/people/roberto-de-pasquale/): Roberto is a Partner in the firm’s business law group. He is developing a corporate commercial practice focused on mergers,... - [Eugene F. Derényi](https://www.foglers.com/people/eugene-f-derenyi/): Eugene is an experienced advocate for clients seeking advice on protecting and licensing their intellectual property, managing their intellectual property... - [Carol A. Dirks](https://www.foglers.com/people/carol-a-dirks/): Carol's practice is focused in the area of condominium law and condominium related litigation. - [Michael Donsky](https://www.foglers.com/people/michael-donsky/): Michael is an experienced civil litigator. His practice has a particular focus on broker liability litigation and employment law matters.... - [Shaun M. Doody](https://www.foglers.com/people/shaun-m-doody/): Shaun is a Partner in Fogler Rubinoff’s Tax and Wills and Estates departments. He joined the firm in 2013 after previously working... - [Tim Duncan](https://www.foglers.com/people/tim-duncan/): Tim is a vigorous and adaptable commercial litigator with particular expertise in Bankruptcy and Insolvency issues and Land Use Planning matters.... - [Albert M. Engel](https://www.foglers.com/people/albert-m-engel/): Albert provides clients with legal and strategic advice on environmental and renewable energy law matters. - [Alexander Evangelista](https://www.foglers.com/people/alexander-evangelista/): Alex Evangelista is a Partner in the firm’s Litigation and Dispute Resolution Group. He maintains a broad commercial litigation practice,... - [Joel D. Farber](https://www.foglers.com/people/joel-d-farber/): Joel works extensively in the areas of Land Use Planning and Development, Expropriation, and Municipal Law. - [Bonnie E. Fish](https://www.foglers.com/people/bonnie-e-fish/): Bonnie is the Director of Legal Research and Coordinator of the firm’s Continuing Professional Development Program. Her practice involves legal... - [Lloyd S.D. Fogler, K.C.](https://www.foglers.com/people/lloyd-s-d-fogler-q-c/): Lloyd S. D. Fogler is one of the founding partners of Fogler, Rubinoff LLP, established in 1982 by a merger... - [Michael B. Fraleigh](https://www.foglers.com/people/michael-b-fraleigh/): Michael has extensive experience in all aspects of health law. - [Ross Francis](https://www.foglers.com/people/ross-francis/): Ross came to Fogler, Rubinoff LLP in October of 1995 following a successful career in the Canadian Football League. Followed... - [Alan J. Frank](https://www.foglers.com/people/alan-j-frank/): Alan's practice focuses on Commercial Real Estate and Commercial Leasing. - [Joseph Fried](https://www.foglers.com/people/joseph-fried/): Joseph’s practice focuses on commercial real estate transaction, commercial mortgages, and mortgage enforcement proceeding. - [Martine Garland](https://www.foglers.com/people/martine-garland/): Martine is a partner in the firm’s Litigation and Dispute Resolution Group, with a focus on commercial litigation. Martine acts... - [Jeffrey B. Goldenberg](https://www.foglers.com/people/jeffrey-b-goldenberg/): Jeff focuses his practice on all aspects of real estate acquisitions and dispositions and real estate development. - [Myriah L. Graves](https://www.foglers.com/people/myriah-l-graves/): Myriah is the firm’s Director of Professional Development. She is responsible for all aspects of the firm’s summer and articling... - [Micheline A. Gray-Smith](https://www.foglers.com/people/micheline-a-gray-smith/): Micheline is an associate in the firm’s business law group. - [Samantha Green](https://www.foglers.com/people/samantha-green/): Samantha is a litigator who delivers sincerity and strategic foresight. Samantha has more than a decade of experience in business... - [Irwin Greenblatt](https://www.foglers.com/people/irwin-greenblatt/): Irwin practices in both the Business Law and the Securities Law Groups at the firm, and has extensive experience in... - [Peter Guselle](https://www.foglers.com/people/peter-guselle/): Peter provides clients with clear, comprehensive advice and creative tax solutions. His practice focuses on taxation, wills and estate planning... - [G. Michael Hobart](https://www.foglers.com/people/g-michael-hobart/): Michael’s practice is focused on securities, corporate finance, corporate governance and mergers and acquisitions in the mining industry. He advises... - [Eric N. Hoffstein](https://www.foglers.com/people/eric-n-hoffstein/): Eric practices corporate and commercial litigation and dispute resolution with a special focus on trust, estate and charity/not-for-profit law. Eric... - [Karl Hopland](https://www.foglers.com/people/karl-hopland/): Karl emphasizes a practical approach when assisting clients, first by communicating and understanding the issues they care about and then... - [Justin M. Jakubiak](https://www.foglers.com/people/justin-m-jakubiak/): OMVIC lawyer OMVIC Notice of Proposal OMVIC charges OMVIC Provincial Offences Charges Dealership Lawyer Lawyers for Motor Vehicle Dealers Lawyers for Motor Vehicle Salespersons - [Ian N. Kady](https://www.foglers.com/people/ian-n-kady/): Ian is a partner in the firm’s commercial real estate and banking and financial services groups. - [Martin R. Kaplan](https://www.foglers.com/people/martine-r-kaplan/): Martin is the Senior Partner and Past Chair of the Litigation Department at Fogler, Rubinoff LLP, having joined the firm... --- ## Expertises - [Bankruptcy](https://www.foglers.com/expertise/insolvency-and-restructuring/bankruptcy/): We are involved in every facet of bankruptcy law. Our practice includes acting for trustees in bankruptcy, debtors and creditors.... - [Hospital Privileges and Credentialing](https://www.foglers.com/expertise/health/hospital-privileges-and-credentialing/): The relationship between physicians and hospitals requires a balance of interests and priorities. Our Health Law group helps you maintain... - [Securities Litigation](https://www.foglers.com/expertise/securities-litigation/): Our litigators have wide ranging experience in securities and broker/dealer proceedings. We have extensive experience with the breadth of remedies... - [Medical Industry Complaint, Discipline, Fitness, Quality Assurance and Registration](https://www.foglers.com/expertise/health/complaint-discipline-fitness-quality-assurance-and-registration/): Our Health Law group has vast experience advising health care practitioners on all aspects of their relationships with regulatory colleges.... - [Workplace Safety and Insurance](https://www.foglers.com/expertise/employment-and-labour/workplace-safety-and-insurance/): All employers are required to provide a safe work environment and promote the safety of their employees and, where applicable,... - [Occupational Health Safety](https://www.foglers.com/expertise/employment-and-labour/occupational-health-safety/): All employers are required to provide a healthy and safe workplace. We provide practical and strategic advice to our clients... - [Labour Relations](https://www.foglers.com/expertise/employment-and-labour/labour-relations/): We provide practical and strategic advice to our employer clients on a broad range of labour-related issues, including: applications for... - [Human Rights Law](https://www.foglers.com/expertise/employment-and-labour/human-rights-law/): We provide practical and strategic advice to our clients with respect to human rights issues, including: - [Employment Litigation](https://www.foglers.com/expertise/employment-and-labour/employment-litigation/): Our Employment and Labour group is committed to addressing our clients’ needs efficiently and effectively. In keeping with our client-centred... - [Private Equity](https://www.foglers.com/expertise/corporate-commercial/private-equity/): We advise our clients on a wide range of private equity and venture capital transactions, drawing on the expertise of... - [Corporate Reorganizations and Transactions](https://www.foglers.com/expertise/corporate-commercial/corporate-reorganizations-and-transactions/): Our team of corporate and tax lawyers will help you effectively structure and restructure commercial enterprises, in virtually all industries.... - [Commercial Litigation](https://www.foglers.com/expertise/commercial-litigation/): We understand that litigation is bad for business. That’s why our Corporate and Commercial Litigation team is experienced, aggressive and... - [Business Succession Planning](https://www.foglers.com/expertise/corporate-commercial/business-succession-planning/): A lifetime of your work and dedication has gone into your family business. Generations before you may have helped build... - [Real Estate Litigation](https://www.foglers.com/expertise/real-estate-litigation/): Our Real Estate litigation group is committed to finding the most favourable, cost effective solutions to real property disputes. We... - [Property Development](https://www.foglers.com/expertise/commercial-real-estate/property-development/): Our Real Estate lawyers help clients change the skyline. With years of experience navigating the real estate market in both... - [Infrastructure and Public Projects](https://www.foglers.com/expertise/infrastructure-and-public-projects/): We provide advice to developers and operators as well as government agencies in connection with all aspects of infrastructure and... - [Condominium Development](https://www.foglers.com/expertise/commercial-real-estate/condominium-2/): Members of our condominium development practice group represent several developers and builders and work closely with their consulting teams, surveyors,... - [Commercial Leasing](https://www.foglers.com/expertise/commercial-real-estate/commercial-leasing/): Our real estate lawyers are a multidisciplinary team with extensive experience in commercial lease negotiations and drafting for retail, industrial... - [Real Estate Acquisitions and Dispositions](https://www.foglers.com/expertise/commercial-real-estate/real-estate-acquisitions-and-dispositions/): We assist our clients with the acquisition and disposition of commercial, development, office, multi-unit residential, retail, industrial, and residential real... - [Stock Exchange Listing](https://www.foglers.com/expertise/capital-markets-and-securities/stock-exchange-listing/): We have a broad range of experience assisting our clients gain listings on both the Toronto Stock Exchange and TSX... - [Securities Registrant Regulation and Compliance](https://www.foglers.com/expertise/securities-registrant-regulation-and-compliance/): We are focused on assisting our clients negotiate the dynamic and complex regulatory environments in which they conduct business. We... - [Public Company Maintenance and Compliance](https://www.foglers.com/expertise/capital-markets-and-securities/public-company-maintenance-and-compliance/): We advise public companies and trusts on all matters relating to maintaining their reporting status and complying with ongoing regulatory... - [Trademarks](https://www.foglers.com/expertise/intellectual-property/trademarks/): Trademarks are often among the most valuable assets of a business. You need to ensure that your trademarks are available,... - [Life Sciences](https://www.foglers.com/expertise/life-sciences-2/): Capitalizing on the opportunities in the highly regulated life sciences sector requires the expertise, experience and creativity to navigate complex... - [Clean Tech](https://www.foglers.com/expertise/clean-tech-2/): We regularly assist our clients in advancing their interests when acquiring, financing, advancing, protecting and commercializing renewable energy projects and... - [Tax Dispute Resolution](https://www.foglers.com/expertise/litigation-and-dispute-resolution/tax-dispute-resolution/): Combining expertise in tax law with litigation skills, our Tax Litigation group represents clients at all levels with the Canada... - [Professional Regulation and Discipline](https://www.foglers.com/expertise/litigation-and-dispute-resolution/professional-regulation-and-discipline/): We act for professionals of all vocations including physicians, nurses, dentists and other health professionals, engineers, architects and accountants on... - [Judicial Reviews and Appeals](https://www.foglers.com/expertise/litigation-and-dispute-resolution/judicial-reviews-and-appeals/): Our litigation team provides clients with comprehensive expertise when acting for both appellants and respondents in appeals and applicants or... - [Insurance Litigation](https://www.foglers.com/expertise/commercial-litigation/insurance-litigation/): The Insurance and Tort group is committed to addressing our clients’ needs efficiently and effectively. In keeping with our client-centred... - [Estate Litigation](https://www.foglers.com/expertise/litigation-and-dispute-resolution/estate-litigation/): Members of our Estates and Trust litigation group are well versed in issues involving estate planning and trust administration, and... - [Arbitration and Alternative Dispute Resolution (ADR)](https://www.foglers.com/expertise/commercial-litigation/arbitration-and-alternative-dispute-resolution-adr/): Our lawyers are as experienced out of court as they are in court. This allows them to utilize numerous forms... - [Administrative and Regulatory](https://www.foglers.com/expertise/litigation-and-dispute-resolution/administrative-and-regulatory/): Specific industries are governed by legislation that is enforced and regulated by specialized administrative boards and tribunals. These boards and... - [Medical Malpractice](https://www.foglers.com/expertise/health/medical-malpractice/): Medical malpractice claims can have devastating effects on all parties involved. The extensive litigation experience of our Health Law group... - [Patents and Industrial Designs](https://www.foglers.com/expertise/intellectual-property/patents-and-industrial-designs/): Patents and Industrial Designs are valuable assets of a business. You need to ensure that your Patents and Industrial Designs... - [Intellectual Property Litigation and Dispute Resolution](https://www.foglers.com/expertise/intellectual-property/intellectual-property-litigation-and-dispute-resolution/): Once our clients have acquired or developed intellectual property rights, it is essential to enforce such rights in order to... - [Debtor-in-Possession Financing](https://www.foglers.com/expertise/insolvency-and-restructuring/debtor-in-possession-financing/): When restructuring under the BIA or CCAA or in receiverships, a debtor will often require interim financing. As a result... - [Creditor's and Debtor's Rights](https://www.foglers.com/expertise/insolvency-and-restructuring/creditors-and-debtors-rights/): Whether representing the creditor or the debtor, the situation is often urgent and requires timely action. The creditor may need... - [Asset Realization](https://www.foglers.com/expertise/insolvency-and-restructuring/asset-realization/): We regularly act for banks, other financial institutions and creditors in the collection of debts and enforcement of security. In... - [Insolvency Asset Acquisition and Divestiture](https://www.foglers.com/expertise/insolvency-and-restructuring/asset-acquisition-and-divestiture/): The purchase or sale of assets in insolvency situations poses some unique challenges to parties involved. We have a broad... - [Reproductive Technologies](https://www.foglers.com/expertise/health/reproductive-technologies/): If you are planning to have a child through an assisted reproductive procedure or will either be using a Surrogate,... - [Medical Industry Professional Liability Claims and Insurance](https://www.foglers.com/expertise/health/professional-liability-claims-and-insurance/): As a health professional, you accept a degree of risk exposure but, to the greatest possible extent, take prudent measures... - [Mental Health](https://www.foglers.com/expertise/health/mental-health/): Our Health Law group provides advice and representation in matters involving the Mental Health Act, Health Care Consent Act and... - [Mergers and Acquisitions](https://www.foglers.com/expertise/mergers-and-acquisitions/): We negotiate, structure and advise on a wide range of M&A transactions, for both public and private companies in Canada... - [Asset-Based Lending](https://www.foglers.com/expertise/banking-and-financial-services/asset-based-lending/): In these more difficult economic times, businesses are turning to less traditional and more flexible sources of financing, such as... - [Energy Financing](https://www.foglers.com/expertise/banking-and-financial-services/energy-financing/): Our lawyers have the knowledge and experience to assist domestic and international developers, lenders and investors in the financing of... - [Mezzanine Financing](https://www.foglers.com/expertise/banking-and-financial-services/mezzanine-financing/): Our lawyers have expertise and experience acting for mezzanine and sub-debt lenders as well as for borrowers in this area.... - [Real Estate Financing](https://www.foglers.com/expertise/real-estate-financing/): You have unique and complex needs for your real estate financing that demand experience and efficiency. Our Commercial Real Estate... - [Securitization](https://www.foglers.com/expertise/securitization/): An increasing number of business entities are taking advantage of off-balance sheet and tax driven structures to free up usable... - [Senior Debt Financing](https://www.foglers.com/expertise/senior-debt-financing/): We act for major Canadian and international financial institutions as well as for borrowers in various industries in all types... - [Broker/Dealer Litigation](https://www.foglers.com/expertise/commercial-litigation/broker-dealer-litigation/): Our litigation lawyers have wide-ranging experience in securities and broker/dealer proceedings and the breadth of remedies sought in securities cases.... - [Corporate Governance](https://www.foglers.com/expertise/corporate-commercial/corporate-governance/): We advise public issuers and private companies on a wide range of matters related to effective business and committee structuring,... - [Equity and Debt Finance](https://www.foglers.com/expertise/equity-and-debt-finance/): We assist our clients with traditional and innovative financing transactions in both domestic and international capital markets. We act for... - [Investment Funds and Asset Management](https://www.foglers.com/expertise/capital-markets-and-securities/investment-funds-and-asset-management/): We assist our clients with the creation and continuous disclosure requirements of their investment funds. We act for public mutual... - [Intellectual Property](https://www.foglers.com/expertise/intellectual-property/): Our dedicated team of IP professionals immerse themselves in our clients’ technologies and industries, and clients benefit from our interdisciplinary... - [Banking and Financial Services](https://www.foglers.com/expertise/banking-and-financial-services/): Over the course of our firm’s history, we’ve had the privilege to work with many of Canada’s chartered banks, trust... - [Insolvency and Restructuring](https://www.foglers.com/expertise/insolvency-and-restructuring/): Our experienced team handles complex restructuring, bankruptcy, insolvency and creditors’ rights matters, regularly working to improve our clients’ financial and... - [Indigenous](https://www.foglers.com/expertise/indigenous/): Lawyers in our firm’s Indigenous Practice bring a depth of experience in advising Indigenous clients on a broad range of... - [Immigration and Citizenship](https://www.foglers.com/expertise/immigration-and-citizenship/): Our immigration team provides expertise in a broad range of business and individual immigration applications. We work with our clients... - [Health](https://www.foglers.com/expertise/health/): The healthcare sector is going through seismic changes and our team is here to help participants in the health care... - [Environmental](https://www.foglers.com/expertise/environmental/): Environmental liability affects every business, regardless of size. For many, this has become a central risk management issue, requiring experienced,... - [Employment and Labour](https://www.foglers.com/expertise/employment-and-labour/): Our employment and labour lawyers provide advice on all aspects of the employment relationship and on labour law issues, including... - [Education](https://www.foglers.com/expertise/education/): Education law covers the laws and regulations that govern the delivery of education in Canada, including the administration and operation... - [Corporate Commercial](https://www.foglers.com/expertise/corporate-commercial/): Members of our Corporate Commercial group are known for their business-savvy advice and creative approaches to deal-making, always mindful of... - [Construction](https://www.foglers.com/expertise/construction/): Our Construction Law Group is a multi-disciplinary team which provides advice and counsel to a broad range of clients in... - [Condominium](https://www.foglers.com/expertise/condominium/): Our Condominium Law Group acts as corporate counsel to hundreds of condominium corporations throughout the Greater Toronto area, Southern Ontario... - [Competition, Trade, Procurement and Investment](https://www.foglers.com/expertise/competition-trade-procurement-and-investment/): Globalization presents businesses around the world with huge opportunities. But it also brings unique challenges of managing the risks of... - [Commercial Real Estate](https://www.foglers.com/expertise/commercial-real-estate/): Our Commercial Real Estate Practice is a cornerstone of the firm and a recognized leader in the industry. With years... - [Capital Markets and Securities](https://www.foglers.com/expertise/capital-markets-and-securities/): Our team advises issuers, investment banks and investors in equity and debt transactions that raise capital through public and private... - [Advertising and Marketing](https://www.foglers.com/expertise/advertising-and-marketing/): Our lawyers provide expert advice on Canadian advertising and marketing laws, including CASL, online advertising, data privacy, and regulatory compliance. Serving diverse sectors nationwide. - [Litigation and Dispute Resolution](https://www.foglers.com/expertise/litigation-and-dispute-resolution/): At Fogler, Rubinoff LLP, our litigators explore every avenue to resolve our clients’ most critical disputes with strategies that balance... - [Municipal and Planning](https://www.foglers.com/expertise/municipal-and-planning/): We work closely with clients as they plan and develop their commercial, industrial, condominium and residential real estate projects. Our... - [Privacy, Data Governance and Cybersecurity](https://www.foglers.com/expertise/privacy-data-governance-and-cyber-security/): Personal information and business data are increasingly valuable but inherently risky assets that are protected by both technological and legal... - [Tax](https://www.foglers.com/expertise/tax/): We counsel and represent corporations, nonprofits, partnerships, LLCs, joint ventures and business owners and other individuals on tax strategies and... - [Technology](https://www.foglers.com/expertise/technology/): Our team provides forward-thinking and practical legal solutions to companies producing or using leading-edge technologies to transform and grow their... - [Wills and Estates](https://www.foglers.com/expertise/wills-and-estates/): Our team of wills and estates lawyers counsel individuals, families, and fiduciaries on all aspects of: estate and business succession... - [Automotive and Transportation](https://www.foglers.com/expertise/automotive-and-transportation/): Our automotive and transportation law lawyers are well-versed in both the legal aspects and underlying business concerns faced by the... - [Cannabis](https://www.foglers.com/expertise/cannabis/): The cannabis industry is rapidly changing. In Canada, the Access to Cannabis for Medical Purposes Regulations (ACMPR) and the legalization... - [Energy](https://www.foglers.com/expertise/energy/): The energy industry is ever-evolving, especially in the areas of alternatives and renewables. We provide legal expertise to clients in... - [Food, Beverage and Agribusiness](https://www.foglers.com/expertise/food-beverage-and-agribusiness/): We represent a wide variety of participants in the food, beverage and agribusiness sectors, whose businesses encompass a wide range... - [Gaming and Gambling](https://www.foglers.com/expertise/gaming-and-gambling/): With deep ties to the gaming sector, both in Canada and internationally, our team can navigate the industry with an... - [Mining and Minerals](https://www.foglers.com/expertise/mining-and-minerals/): We advise exploration and producing companies both prior to and after going public. We help navigate our clients through complex... - [Not-for-Profits and Charities](https://www.foglers.com/expertise/not-for-profits-and-charities/): We act for a range of private charities and not-for-profit organizations, including hospitals and their related foundations and cultural organizations.... - [Retail and Hospitality](https://www.foglers.com/expertise/retail-and-hospitality/): We advise our clients in the retail and hospitality industries in all areas of law related to these sectors. We... - [Sports and Entertainment](https://www.foglers.com/expertise/sports-and-entertainment/): Our Corporate/Commercial and Intellectual Property lawyers effectively handle your diverse needs in today’s ever evolving marketplace. Both the entertainment and... --- ## Insights - [Termination Clause Upheld](https://www.foglers.com/insights/termination-clause-upheld/): The Ontario Court of Appeal recently upheld a termination clause that provided for the minimum standards set out in the... - [The Evolution of Internet Torts - Taking on Cyberbullies](https://www.foglers.com/insights/the-evolution-of-internet-torts-taking-on-cyberbullies/): This paper will consider the current state of tort law and legislative initiatives which address internet intrusions on privacy, defamation,... - [CSE Introduces Resale Restrictions for Prospectus-Exempt Issuances](https://www.foglers.com/insights/cse-introduces-resale-restrictions-for-prospectus-exempt-issuances/): On May 22, 2025, the Canadian Securities Exchange (“CSE“) received approval from the Ontario Securities Commission and British Columbia Securities... - [New CSA Blanket Orders Increase Capital-Raising Limit for Life Offerings](https://www.foglers.com/insights/new-csa-blanket-orders-increasecapital-raising-limit-for-life-offerings/): On May 14, 2025, the Canadian Securities Administrators (“CSA“) released Coordinated Blanket Order 45-935 (“Order 45-935“), which provides certain exemptions... - [Real Property, Real Problems: Probate Planning Considerations for Vacant or Underused Homes](https://www.foglers.com/insights/real-property-real-problems-probate-planning-considerations-for-vacant-or-underused-homes/): This article was first published in the April 2025, Vo,12 No. 3 STEP Connection Toronto Branch Newsletter All levels of... - [Have You Conducted An Internal HR Compliance Audit?](https://www.foglers.com/insights/ring-in-2025-with-an-internal-hr-compliance-audit/): Below is a simple checklist* outlining specified legal requirements that apply to most workplaces in Ontario. This list has been... - [New CSA Blanket Orders Improve Competitiveness of Capital Markets](https://www.foglers.com/insights/new-csa-blanket-orders-improve-competitiveness-of-capital-markets/): On April 17, 2025, the Canadian Securities Administrators (“CSA“) released the following coordinated blanket orders (the “Orders“): The stated purpose... - [Trademark Opposition Proceedings in Canada: Proposed Changes Now in Place](https://www.foglers.com/insights/trademark-opposition-proceedings-in-canada-proposed-changes-now-in-place/): In July 2024, I discussed proposed changes to trademark proceedings in Canada. Following a public consultation period, revised Regulations came... - [Trade War - Ontario’s New Procurement Restriction Policy: Proudly Fighting Back](https://www.foglers.com/insights/trade-war-ontarios-new-procurement-restriction-policy-proudly-fighting-back/): Speaking from the modish Rose Garden of the White House on April 3, 2025, U. S. President Donald Trump announced... - [Under Construction: How Legislative Changes Are Reshaping Ontario’s Construction Industry](https://www.foglers.com/insights/under-construction-how-legislative-changes-are-reshaping-ontarios-construction-industry/): In late 2024, Bill 216, the Building Ontario For You Act (the “Bill“), which amends the Construction Act (the “Act“)... - [Case brief on Kebaowek First Nation v Canadian Nuclear Laboratories, 2025 FC 319](https://www.foglers.com/insights/case-brief-on-kebaowek-first-nation-v-canadian-nuclear-laboratories-2025-fc-319/): In late 2024, the nuclear safety commission staff used the lack of explicit United Nations Declaration on the Rights of... - [Highlights From the ABA’s Canadian Private Target M&A Deal Points Study](https://www.foglers.com/insights/highlights-from-the-abas-canadian-private-target-ma-deal-points-study/): Earlier this month, the American Bar Association (the “ABA“) released its Study (the “Study“) analyzing publicly available acquisition agreements for... - [Terminating an Employee “At Any Time” Held to Breach the Employment Standards Act, 2000 (The “ESA”)](https://www.foglers.com/insights/terminating-an-employee-at-any-time-held-to-breach-the-employment-standards-act-2000-the-esa/): The Ontario Superior Court of Justice has once again struck down a minimum standards termination clause within an employment contract.... - [What Employers Need to Know About Publicly Advertised Job Postings](https://www.foglers.com/insights/what-employers-need-to-know-about-publicly-advertised-job-postings/): Last year, we reported on several upcoming amendments to the Ontario Employment Standards Act, 2000. One of the issues we... - [De-Cluttering in the New Year! Pilot Project in Canada to Cancel Trademark Registrations for Non-Use](https://www.foglers.com/insights/de-cluttering-in-the-new-year-pilot-project-in-canada-to-cancel-trademark-registrations-for-non-use/): In January 2025, the Registrar of Trademarks launched a pilot project in which it sends notices to certain registrants asking... - ['Material Change', Materially Changed? Taking a Closer Look at Markowich V. Lundin Mining Corporation](https://www.foglers.com/insights/material-change-materially-changed-taking-a-closer-look-at-markowich-v-lundin-mining-corporation/): I. Introduction What counts as a “material change” in a company’s “business, operations, or capital” and when must it be... - [Year in Review: Our Most Popular Insights From 2024](https://www.foglers.com/insights/year-in-review-our-most-popular-insights-from-2024/): 2024 was a year of significant legal developments. Join us as we revisit some of the key insights that resonated... - [At Any Time, A Termination Clause May be Found Unenforceable](https://www.foglers.com/insights/at-any-time-a-termination-clause-may-be-found-unenforceable/): The Court of Appeal has released one of the most anticipated employment law decisions of the year in Dufault v.... - [Additions to Reserve - Redesign](https://www.foglers.com/insights/additions-to-reserve-redesign/): Interim Updates Additions to Reserve (“ATR”) is a federal policy established in 1972 to create a process of adding land... - [Navigating New Terrain: The Impact of Competition Act Amendments on Commercial Real Estate Leases](https://www.foglers.com/insights/navigating-new-terrain-the-impact-of-competition-act-amendments-on-commercial-real-estate-leases/): Limiting competition can be advantageous for businesses. Competitors are prevented from entering the same geographical area and offering identical products... - [Special Circumstances: Lessons from Canada’s Federal Court on Trademark Non-Use](https://www.foglers.com/insights/special-circumstances-lessons-from-canadas-federal-court-on-trademark-non-use/): A recent decision of the Federal Court, Trial Division in Little Brown Box Pizza, LLC v. DJB (2024 FC 1592)... - [In Good Company – The Purpose and Benefits of a Shareholders' Agreement](https://www.foglers.com/insights/in-good-company-the-purpose-and-benefits-of-a-shareholders-agreement/): A shareholders’ agreement is a customizable agreement made among the shareholders of a corporation that serves as the foundation for... - [2024: Buying & Selling Real Estate: An International Guide](https://www.foglers.com/insights/2022-buying-selling-real-estate-an-international-guide/): Hot off the Press! Shirley Bai and Paniz Rahdari have authored the Canada chapter in the International Lawyers Network’s Buying... - [Fraud - It's Bad Business](https://www.foglers.com/insights/fraud-its-bad-business/): In his Ontario Dealer article, Justin Jakubiak discusses the surge in fraudulent activity in the auto industry. He outlines how... - [Part 3: Numbered and Modern Treaties](https://www.foglers.com/insights/part-3-numbered-and-modern-treaties/): Numbered Treaties 1-11: 1871-1921 Modern Treaties: 1973 – As required by the Royal Proclamation of 1763, the British Crown, through... - [Part 4: Toronto Treaties](https://www.foglers.com/insights/part-4-toronto-treaties/): Toronto has always been a key economic hub and was a major portaging route connecting the Great Lakes. Formerly known... - [Part 2: The Early Treaties](https://www.foglers.com/insights/the-early-treaties-peace-and-friendship/): Peace and Friendship During the conquest for dominance in North America, European leaders knew that they needed the partnership of... - [A Win for Employers: Court Finds Termination Clause Enforceable](https://www.foglers.com/insights/a-win-for-employers-court-finds-termination-clause-enforceable/): What’s the Issue? On October 7, 2024, the Ontario Superior Court of Justice in the case of Bertsch v. DatastealthInc.... - [Part 1: Treaty Week](https://www.foglers.com/insights/treaty-week/): The Indigenous Practice Group (“IPG“) at Foglers proudly represents a considerable number of First Nations across Canada on a vast... - [Modernizing Procurement Through New ‘Buy Ontario’ Legislation: Significance for BPS Organizations?](https://www.foglers.com/insights/modernizing-procurement-through-new-buy-ontario-legislation-significance-for-bps-organizations/): The Building Ontario Businesses Initiative Act, 2022, S. O. 2022, c. 2, Sched. 2 (BOBIA) took effect on January 1, 2024, and... - [CSA Extends the Clock for Crypto Trading Platforms](https://www.foglers.com/insights/csa-extends-the-clock-for-crypto-trading-platforms/): Introduction On September 26 2024, the Canadian Securities Administrators (the “CSA“) announced an extension to the compliance deadline for crypto... - [2024: Bankruptcy, Insolvency & Rehabilitation Proceedings: An International Guide](https://www.foglers.com/insights/bankruptcy-insolvency-rehabilitation-proceedings-an-international-guide-2/): Tim Duncan has authored the Canada chapter in the International Lawyers Network’s Bankruptcy, Insolvency & Rehabilitation Proceedings: An International Guide.... - [Employers Take Notice: Updates to the Employment Standards Act](https://www.foglers.com/insights/employers-take-notice-updates-to-the-employment-standards-act/): What’s The Issue? Ontario’s employment laws are evolving yet again with Bill 149 receiving royal assent. This bill introduces significant... - [Search Funds: An Alternative for Entrepreneurs and Investors Worth Considering](https://www.foglers.com/insights/search-funds-an-alternative-for-entrepreneurs-and-investors-worth-considering/): What is a Search Fund? A Search Fund is an investment vehicle through which one or two entrepreneurs (the “Searcher(s)“)... - [When Tenants Go Broke: A Landlord's Guide To Surviving The Insolvency Apocalypse](https://www.foglers.com/insights/when-tenants-go-broke-a-landlords-guide-to-surviving-the-insolvency-apocalypse/): With high interest rates and extensive market shifts, insolvency and bankruptcy are concepts on the minds of many, including commercial... - [Proposed Changes to Canadian Trademark Regulations: Enhancing Efficiency and Addressing Official Marks](https://www.foglers.com/insights/proposed-changes-to-canadian-trademark-regulations-enhancing-efficiency-and-addressing-official-marks/): As discussed in my short article of July 10, 2024, important changes to the Canadian Trademark Regulations have been proposed.... - [Important Amendments to Canadian Trademark Regulations](https://www.foglers.com/insights/important-amendments-to-canadian-trademark-regulations/): On June 8, 2024, proposed amendments to Canada’s Trademarks Regulations were published in the Canada Gazette. The public consultation period... - [Modernizing the MVDA - For Whose Benefit?](https://www.foglers.com/insights/modernizing-the-mvda-for-whose-benefit/): This article discusses some industry changes that are coming down the pipe, some of which will have a significant impact... - [Exempt Market Dealers Now Permitted to Participate as Members of Selling Groups in Prospectus Offerings](https://www.foglers.com/insights/exempt-market-dealers-now-permitted-to-participate-as-members-of-selling-groups-in-prospectus-offerings/): Exempt market dealers play a key role in assisting small and medium-sized issuers raise capital, by acting as dealers or... - [Practise, practise, practise: Lawyers, musicians, and the ways they connect](https://www.foglers.com/insights/practise-practise-practise-lawyers-musicians-and-the-ways-they-connect/): Ron Davis explores the intersection of law and art in his latest article, Practise, practise, practise: Lawyers, musicians, and the... - [Payments and Privilege (Solicitor-Client): Producing Lawyer’s Trust Ledgers Sakab Saudi Holding Company et al. v. Saad Khalid S. Al Jabri et al., 2024 ONSC 1601](https://www.foglers.com/insights/payments-and-privilege-solicitor-clientproducing-lawyers-trust-ledgerssakab-saudi-holding-company-et-al-v-saad-khalid-s-al-jabri-et-al-2024-onsc-1601/): Lawyer-client administrative information, including payments into and out of trust accounts, is presumptively and rebuttably privileged. Justice Cavanagh of the... - [Changes to the Capital Gains Inclusion Rate — Individuals With Vacation Properties and Whether you Should Proactively Crystallize Gains](https://www.foglers.com/insights/changes-to-the-capital-gains-inclusion-rate-individuals-with-vacation-properties-and-whether-you-should-proactively-crystallize-gains/): Effective June 25, 2024, the 2024 federal budget is proposing to increase the capital gains inclusion rate for individuals to... - [Doing Business in Canada](https://www.foglers.com/insights/doing-business-in-canada/): Interested in expanding your business into Canada? Our Doing Business in Canada Guide provides practical information about what you need... - [A New Sandbox in Town — TSXV Sandbox](https://www.foglers.com/insights/a-new-sandbox-in-town-tsxv-sandbox/): I. Introduction On May 13, 2024, the TSX Venture Exchange (the “TSXV“) announced the launch of TSXV Sandbox, a Venture... - [Early Stage Capital Exemptions](https://www.foglers.com/insights/early-stage-capital-exemptions/): I. Introduction In response to the continuously evolving landscape of businesses, investors, and market dynamics in Ontario, on May 9,... - [Details of Employee Ownership Trust Capital Gains Exemption Released: Conditions and Things to Consider](https://www.foglers.com/insights/details-of-employee-ownership-trust-capital-gains-exemption-released-conditions-and-things-to-consider/): The 2023 Federal Budget proposed tax rules to facilitate the creation of employee ownership trusts (“EOTs“), vehicles which can facilitate... - [2024 ILN Data Privacy Guide - Canada](https://www.foglers.com/insights/2024-iln-data-privacy-guide-canada/): Navigating data protection laws just got easier! Our team has compiled a comprehensive guide to help businesses understand and comply... - [Changes to the Capital Gains Inclusion Rate and to Alternative Minimum Tax ("Amt"): Potential Issues and Things to Consider](https://www.foglers.com/insights/changes-to-the-capital-gains-inclusion-rate-and-to-alternative-minimum-tax-amt-potential-issues-and-things-to-consider/): Effective for capital gains realized after June 24, 2024, proposals contained in federal Budget 2024 will (if enacted) increase the... - [Success Before the BC Supreme Court in a Landmark Decision With Respect to BC's Personal Information Protection Act and its Application to Canada's Federal Political Parties.](https://www.foglers.com/insights/success-before-the-bc-supreme-court-in-a-landmark-decision-with-respect-to-bcs-personal-information-protection-act-and-its-application-to-canadas-federal-political-parties/): Young Park, Bill Hearn, Ron Davis and Alexander Evangelista (working with their co-counsel, Jason Herbert of DLA Piper in Vancouver),... - [Where One Door Opens, Another Stays Open: Parallel Statutory Rights of Appeal and Judicial Reviews in Yatar v. TD Insurance Meloche Monnex](https://www.foglers.com/insights/where-one-door-opens-another-stays-open-parallel-statutory-rights-of-appeal-and-judicial-reviews-in-yatar-v-td-insurance-meloche-monnex/): The Supreme Court of Canada recently released its highly anticipated decision in Yatar v. TD Insurance Meloche Monnex, providing its... - [Overview of the Newly Announced Federal Indigenous Loan Guarantee Program](https://www.foglers.com/insights/overview-of-the-newly-announced-federal-indigenous-loan-guarantee-program/): Last week’s 2024 Federal Budget confirmed the creation of a Federal Indigenous Loan Guarantee program. The newly announced Indigenous Loan... - [5 Things Canadian Businesses Should Know About The New EU Artificial Intelligence Act](https://www.foglers.com/insights/5-things-canadian-businesses-should-know-about-the-new-eu-artificial-intelligence-act/): On March 13, 2024, the European Parliament passed the Artificial Intelligence Act1 (the “Act“), marking the arrival of the first... - [Navigating Canada's iGaming Landscape](https://www.foglers.com/insights/navigating-canadas-igaming-landscape/): Don Bourgeois share his perspective with Gambling. Re on how Ontario’s pioneering “conduct and manage” iGaming model has sparked a... - [U.S. Federal Court Ruling Casts Uncertainty on New Corporate Transparency Act](https://www.foglers.com/insights/u-s-federal-court-ruling-casts-uncertainty-on-new-corporate-transparency-act/): The U. S. Corporate Transparency Act (CTA) has been ruled unconstitutional just two months after it took effect. The U.... - [Employee Incentives Part I: An Overview of Stock Options and Other Equity-Based Compensation](https://www.foglers.com/insights/employee-incentives-part-i-an-overview-of-stock-options-and-other-equity-based-compensation/): The following bulletin provides an overview of a number of equity-based compensation mechanisms including stock options, restricted share units and... - [Superior Court Finds Employers Cannot Terminate "At Any Time"](https://www.foglers.com/insights/superior-court-finds-employers-cannot-terminate-at-any-time/): Over the years, we have reported on the enforceability of termination clauses (or lack thereof in most cases). Just when... - [Federal Guidance on Disclosure Obligations: Fighting Against Forced Labour and Child Labour in Supply Chains Act](https://www.foglers.com/insights/federal-guidance-on-disclosure-obligations-fighting-against-forced-labour-and-child-labour-in-supply-chains-act/): Further to our client bulletin, New Reporting Obligations: Fighting Against Forced Labour and Child Labour in Supply Chains Act, released... - [Modernizing the Distribution of Prospectuses: Canadian Securities Administrators Approve Electronic Delivery](https://www.foglers.com/insights/modernizing-the-distribution-of-prospectuses-canadian-securities-administrators-approve-electronic-delivery/): 1. Overview January 11, 2024, the Canadian Securities Administrators (the “CSA“) published its final amendments and changes to implement an... - [Success before the SCC in a landmark constitutional case with respect to Indigenous peoples’ inherent jurisdiction over their children.](https://www.foglers.com/insights/success-before-the-scc-in-a-landmark-constitutional-case-with-respect-to-indigenous-peoples-inherent-jurisdiction-over-their-children/): On February 9, 2024, the SCC released its decision in Attorney General of Québec, et al. v. Attorney General of... - [TSX Venture Exchange's Accelerated Listing Process: TSXV Passport Listing Process](https://www.foglers.com/insights/tsx-venture-exchanges-accelerated-listing-process-tsxv-passport-listing-process/): On December 13, 2023, the TSX Venture Exchange (“TSXV“) announced that the new TSXV Passport Listing Process (the “TSXV Passport... - [Modernizing Canada's "Modern Approach" to Foreign Judgments](https://www.foglers.com/insights/modernizing-canadas-modern-approach-to-foreign-judgments/): In this paper, Young Park and Alexander Evangelista review the modern approach to enforcing foreign judgments in Canada and make... - [Time for Change - The Future of Consumer Protection in Ontario](https://www.foglers.com/insights/time-for-change-the-future-of-consumer-protection-in-ontario/): Consumer Protection is due for an upgrade. The law has been unchanged for the better part of 20 years. The... - [Access to Units for Common Element Work - A Helpful Clarification for Boards, Managers and Owners](https://www.foglers.com/insights/access-to-units-for-common-element-work-a-helpful-clarification-for-boards-managers-and-owners/): In the Fall Issue of CondoBusiness Magazine, David Thiel outlines what happens when the purpose of access to a condominium... - [New Reporting Obligations: Fighting Against Forced Labour and Child Labour in Supply Chains Act](https://www.foglers.com/insights/new-reporting-obligations-fighting-against-forced-labour-and-child-labour-in-supply-chains-act/): On January 1, 2024, the Fighting Against Forced Labour and Child Labour in Supply Chains Act (Canada) (the “Act“) will... - [When is Income Part of Mitigatory Earnings?](https://www.foglers.com/insights/when-is-income-part-of-mitigatory-earnings/): Hot off the press! Paul Schwartzman’s chapter on “When is Income Part of Mitigatory Earnings? ” is published in LexisNexis... - [Alter Ego and Joint Partner Trusts](https://www.foglers.com/insights/alter-ego-and-joint-partners-trusts/): Alter ego and joint spousal or common-law partner trusts (referred to here more simply as a “joint partner trust“) are... - [AI and the Auto Industry: Why the Wait-and-See Approach May Be Best for Your Dealership](https://www.foglers.com/insights/ai-and-the-auto-industry-why-the-wait-and-see-approach-may-be-best-for-your-dealership/): Turn on the news, scroll your social media feeds, speak to almost anyone and it seems thatthe topic of artificial... - [Adverse Possession and Reserve Land](https://www.foglers.com/insights/adverse-possession-and-reserve-land/): First Nations with reserves administered under the Indian Act or a land code and those who hold possessory interests in... - [Have You Done An Internal Employment Audit Lately?](https://www.foglers.com/insights/have-you-done-an-internal-employment-audit-lately/): Unfortunately, like cars, employment law is constantly changing and evolving. Consequently, employers must constantly review their employment agreements, policies and... - [A Material Change in "Material Change"?](https://www.foglers.com/insights/a-material-change-in-material-change/): Reporting issuers in Ontario may need to be more vigilant in deciding when to issue a press release to comply... - [Part One: Amendments to CNSX Markets Inc. Listing Policies Approved](https://www.foglers.com/insights/part-one-amendments-to-cnsx-markets-inc-listing-policies-approved/): This article addresses various policy issues following the notices of approval for significant changes made by CNSX Markets Inc. (the... - [Part Two: Amendments to CNSX Markets Inc. Listing Policies Approved](https://www.foglers.com/insights/part-two-amendments-to-cnsx-markets-inc-listing-policies-approved/): The first article in this two-part series addressed the various policy issues following the notices of approval for significant changes... - [Improving Your Organization's Cyber Resilience](https://www.foglers.com/insights/improving-your-organizations-cyber-resilience/): On April 27th, Foglers held a seminar entitled ‘Improving Your Organization’s Cyber Resilience’ with external guests Patrick Bourk, a veteran... - [New Substantive CCPC Rules: Consider Continuing Substantive CCPCs Back to Canada](https://www.foglers.com/insights/new-substantive-ccpc-rules-consider-continuing-substantive-ccpcs-back-to-canada/): The Canadian government recently closed a tax loophole that allowed certain corporations to side-step the refundable tax regime which is... - [Take it or Leave it: Landlords and Tenant Property](https://www.foglers.com/insights/seminar-take-it-or-leave-it-landlords-and-tenant-property/): When a tenant vacates or abandons premises, what they leave behind can lead to many questions and problems for a... - [Navigating Contractual Joint Ventures: Key Considerations to Limit Joint Liability](https://www.foglers.com/insights/navigating-contractual-joint-ventures-key-considerations-to-limit-joint-liability/): Parties typically enter contractual joint ventures (“CJVs“) to pursue discrete opportunities while maintaining separate business interests and to avoid joint... - [Part Two: Cost Awards from Ontario Land Tribunal](https://www.foglers.com/insights/part-two-cost-awards-from-ontario-land-tribunal/): In this second of three parts, we explore the four types of conduct that may attract a costs award before... - [Part Three: Cost Awards From Ontario Land Tribunal](https://www.foglers.com/insights/part-three-cost-awards-from-ontario-land-tribunal/): In the first part of this series, we looked at the jurisdiction of the Ontario Land Tribunal (OLT) to award... - [Data Protection & Privacy 2023 - Canada Law & Practice](https://www.foglers.com/insights/data-protection-privacy-2023-canada-law-practice/): Chambers and Partners annual Data Protection & Privacy guide provides the latest legal information on online marketing, workplace privacy, access... - [Part One: Cost Awards from Ontario Land Tribunal](https://www.foglers.com/insights/part-one-cost-awards-from-ontario-land-tribunal/): Costs in our civil litigation courts are the norm. In general, the winner gets a costs award, and the loser... - [Cybersecurity and Privacy Breaches: Prevent, Detect, Respond](https://www.foglers.com/insights/cybersecurity-and-privacy-breaches-prevent-detect-respond/): Cybersecurity breaches are on the rise in Canada. They threaten the private information of businesses and consumers alike. They entail... - [From Breakout Rooms to Boardrooms: Navigating Practice in a Hybrid World](https://www.foglers.com/insights/from-breakout-rooms-to-boardrooms-navigating-practice-in-a-hybrid-world/): Published in the April Edition of the OBA’s Young Lawyers’ Division Section Insider. I had the arguably good fortune of... - [CSE New Rule Book: What Matters](https://www.foglers.com/insights/cse-new-rule-book-what-matters/): On March 30, 2023 the Ontario Securities Commission and British Columbia Securities Commission published notices of approval for significant changes... - [Pausing AI Development](https://www.foglers.com/insights/pausing-ai-development/): Last March over 1,800 experts in the field of artificial intelligence (AI) signed an open letter calling for a six-month... - [Arbitration Clauses – A Standard Clause to Reconsider](https://www.foglers.com/insights/arbitration-clauses-a-standard-clause-to-reconsider/): In my 35 years of practice as a corporate lawyer, the consideration that dispute resolution clauses have been given has... - [Part 1: Chasing Debtors and Fraudsters: Avoiding the Pitfalls of a Potential Bankruptcy in Claims Involving Fraud](https://www.foglers.com/insights/part-1-chasing-debtors-and-fraudsters-avoiding-the-pitfalls-of-a-potential-bankruptcy-in-claims-involving-fraud/): Debt collection can be a challenging exercise for a creditor, particularly where the debtor makes, or may make, an assignment... - [Part 2: Chasing Debtors and Fraudsters: Avoiding the Pitfalls of a Potential Bankruptcy in Claims Involving Fraud](https://www.foglers.com/insights/part-2-chasing-debtors-and-fraudsters-avoiding-the-pitfalls-of-a-potential-bankruptcy-in-claims-involving-fraud/): As we discussed in the first article in this series, due to the application of the Bankruptcy and Insolvency Act... - [Trends from the Trenches](https://www.foglers.com/insights/trends-from-the-trenches/): As we drive into 2023, it is a good time to stop and review the state of the automotive industry,... - [Why Businesses of All Sizes in Canada Should Have Privacy Management Programs...If Not Now, Sooner than Later](https://www.foglers.com/insights/why-businesses-of-all-sizes-in-canada-should-have-privacy-management-programs-if-not-now-sooner-than-later/): Since November 2020 and despite consensus that reform is necessary, Canada’s federal government has struggled to find broad support for... - [Canada Revenue Agency Notices for the Underused Housing Tax](https://www.foglers.com/insights/canada-revenue-agency-notices-for-the-underused-housing-tax/): As the 2023 tax season approaches, property owners of residential properties should review their new tax filing and tax payment... - [The Litigation Consequences of Cybersecurity Breaches - Part 2](https://www.foglers.com/insights/the-litigation-consequences-of-cybersecurity-breaches-part-2/): Part I of the Litigation Consequences of Cybersecurity Breaches ((2022), 53 Adv. Q. 127) introduced this audience to cyber threats... - [Lease vs. License – What is the difference? Or if it looks like a lease and reads like a lease…](https://www.foglers.com/insights/lease-vs-license-what-is-the-difference-or-if-it-looks-like-a-lease-and-reads-like-a-lease/): Commercial property occupancy agreements can take various forms. The term “lease” is commonly used to describe the agreement that governs... - [Can I Date My Colleague?](https://www.foglers.com/insights/can-i-date-my-colleague/): We see hearts and roses everywhere during the month of February, especially in the weeks leading up to Valentine’s Day.... - [CSA Staff Review of Non-GAAP and Other Financial Measures Disclosure](https://www.foglers.com/insights/csa-staff-review-of-non-gaap-and-other-financial-measures-disclosure/): On November 3, 2022, the Canadian Securities Administrators (CSA) published CSA Staff Notice 51-364 (the “Report“) to summarize the results... - [What's Ahead in 2023 for Privacy and Cybersecurity Law](https://www.foglers.com/insights/whats-ahead-in-2023-for-privacy-and-cyber-security-law/): Expect new Federal Privacy Laws for the Private-Sector A modernized federal privacy law may be coming to the private sector.... - [TSX Proposed Amendments: Providing Clarity on Bona Fide Public Offerings](https://www.foglers.com/insights/tsx-proposed-amendments-providing-clarity-on-bona-fide-public-offerings/): I. Introduction On December 1, 2022, the Toronto Stock Exchange (the “TSX“) sought out comments from the public for its... - [Ring in 2023 With an Internal HR Compliance Audit](https://www.foglers.com/insights/rind-in-2023-with-an-internal-hr-compliance-audit/): January is a month notorious for resolutions. It is thus the perfect time to plan for the year ahead, which... - [2022: Establishing a Business Entity: An International Guide - Canada Chapter](https://www.foglers.com/insights/2022-establishing-a-business-entity-an-international-guide-canada-chapter/): Once again, Fogler Rubinoff and Robinson Sheppard Shapiro have co-authored the Canada chapter in the 2022 edition of The International... - [CSA Updates Regulatory Requirements for Crypto Trading Platforms Operating in Canada](https://www.foglers.com/insights/csa-updates-regulatory-requirements-for-crypto-trading-platforms-operating-in-canada/): On December 12, 2022, in the aftermath of recent developments in the crypto market and in the wake of the... - [The Litigation Consequences of Cybersecurity Breaches - Part I](https://www.foglers.com/insights/the-litigation-consequences-of-cybersecurity-breaches-part-i/): Cybercriminals are on the loose, and civil litigators – many others, too – must be ready to help remedy the... - [Security for Costs in a Construction Lien Action - When Will a Court Order Security to be Paid into Court?](https://www.foglers.com/insights/security-for-costs-in-a-construction-lien-action-when-will-a-court-order-security-to-be-paid-into-court/): A lien is an extraordinary remedy which stands as security for a claim for money by the lien claimant. Prior... --- ## Opportunities - [Junior Corporate Law Clerk](https://www.foglers.com/opportunities/junior-corporate-law-clerk/): Why become a Fogler, Rubinoff (“FR”) team member? At FR, one of our fundamental objectives is to keep our employees... - [Senior Corporate Law Clerk](https://www.foglers.com/opportunities/corporate-law-clerk/): Why become a Fogler, Rubinoff (“FR”) team member? At FR, one of our fundamental objectives is to keep our employees... - [Junior Accountant](https://www.foglers.com/opportunities/junior-accountant/): Why become a Fogler, Rubinoff (“FR”) team member? At FR, one of our fundamental objectives is to keep our employees... --- ## Recognitions --- ## Representative Works --- # # Detailed Content ## Pages - Published: 2021-09-15 - Modified: 2024-12-02 - URL: https://www.foglers.com/accessibility/ Fogler, Rubinoff LLP ("FR") has created policies and procedures to meet the required Accessibility Standards for Customer Service, Ontario Regulation 429/07 under the Accessibility for Ontarians with Disabilities Act, 2005. Our Accessibility policies are available for your review in a number of formats. Should you wish to access these documents in an alternate format, or would like to provide feedback on your accessibility experience with FR, please contact: In person: to the Director of Human ResourcesEmail: hrdepartment@foglers. comTelephone: 416. 864. 9700In writing: Fogler, Rubinoff LLPAttn: Director of Human ResourcesScotia Plaza40 King Street West, Suite 2400P. O. Box #215Toronto, ON M5H 3Y2 A response will be provided as soon as possible in the format that takes the person’s disability into account. Statement of Commitment to AccessibilityPlease access Statement of Commitment (PDF) for more information.   Multi-Year Accessibility PlanPlease check our Statement of Commitment (PDF) for more information.   Customer Services Policy Please access our Customer Service Policy (PDF), Service DisruptionNo disruptions in services at this time. --- > Scotia Plaza, 40 King Street West, Suite 2400 P.O. Box #215, Toronto ON, M5H 3Y2 - Published: 2020-12-14 - Modified: 2024-12-20 - URL: https://www.foglers.com/contact/ MOVE ALERTEffective December 2, 2024, our office has moved to:Scotia Plaza40 King Street West, Suite 2400P. O. Box #215Toronto, ON M5H 3Y2All phone and email contact information will remain the same. Please update your records. --- - Published: 2020-05-08 - Modified: 2024-12-02 - URL: https://www.foglers.com/casl/ A. Our "No Spam" CASL Promise Canada's Anti-Spam Legislation ("CASL") allows recipients to control the commercial electronic messages ("CEMs") they receive. Fogler, Rubinoff LLP ("FR") respects the choices of our clients and contacts to determine whether they would like to receive CEMs from us. The anti-spam elements of our policy for compliance with CASL include: subject to exceptions permitted by CASL (such as the exception for certain business-to-business CEMs and the exception for CEMs sent via certain electronic messaging systems) (a) checking that we have consent before sending CEMs (b) setting out our sender identification information on CEMs; and (c) providing an unsubscribe mechanism for those on our CEM distribution lists; effecting unsubscribe requests promptly and in any event no later than 10 business days after receipt; and keeping records of consents and unsubscribes. If you currently subscribe to any FR CEMs, you may unsubscribe at any time. If you would like to sign up for such CEMs or revise your preferences, please go to FR's subscription and preference centre. B. Our Other CASL Promises CASL also regulates or prohibits certain other activities in the digital marketplace and therefore our compliance with CASL also includes: No Unsolicited Software Installation not installing, or causing to be installed, software (including upgrades) on another person's computer or other device without that person's consent (obtained via appropriate disclosures based on whether or not the software is intrusive all as defined under CASL) and, where we have installed software and in the circumstances required under CASL, to help uninstall such software; No Spyware not to collect personal information through illicit access to the computer systems of others through means such as spyware; No Address Harvesting not to engage in electronic address harvesting – namely, the use of a computer program to indiscriminately collect electronic addresses, such as email addresses, which commitment includes: (a) following due diligence to avoid inadvertently harvesting, or using harvested email addresses; and (b) taking appropriate precautions when: (i) working with a third party that has been contacted to do email marketing on our behalf; and (ii) buying a list from a vendor to do email marketing in-house; No Deceptive Electronic Messages not sending, or causing to be sent, electronic messages that are deceptive, especially in connection with the subject line, locator or sender information of the electronic message; and No Alteration of Transmission Data not altering the transmission data in electronic messages (which results in the messages being delivered to different destinations without express consent). C. Administrator If you have questions about our CASL Policy, please contact our CASL Policy Administrator:  Kaley GreenMarketing and Business Development ManagerFogler, Rubinoff LLPScotia Plaza40 King Street West, Suite 2400P. O. Box #215Toronto, Ontario, M5H 3Y2kgreen@foglers. com416. 864. 7628 Effective date This policy was last updated and is effective as of June 16, 2017. --- - Published: 2020-05-08 - Modified: 2022-06-06 - URL: https://www.foglers.com/terms-of-use/ Your acceptance of this Agreement These terms of use constitute the agreement ("Agreement") between you and Fogler, Rubinoff LLP ("FR"), and governs your use of the FR website at www. foglers. com (the "Website") and its content ("Content"). Each time you use the Website you signify your acceptance of this Agreement and the acceptance of any person you purport to represent. If you do not agree to be bound by this Agreement, do not access or use the Website or the Content. No lawyer-client relationship No lawyer-client, advisory, fiduciary or other relationship is created by this Agreement or your use of the Website or the Content or your communication with an FR professional by e-mail or through the Website. No legal advice The Website and the Content are for general informational purposes only. They are not intended to be legal or other professional advice or an opinion of any kind. You should seek appropriate, qualified professional advice before acting or omitting to act based upon any information in the Content or otherwise on the Website. Communications neither secure nor confidential The transmission of data or information over the Internet or other forms of networks may not be secure, and is subject to possible loss, interception or alteration while in transit. FR cannot guarantee the security of any communication to or from the Website. FR does not assume any liability for any damage you may experience or costs you may incur as a result of any electronic transmissions over the Internet, other forms of networks or otherwise while using the Website. Permitted users and access The Website may be used only by persons who are at least 19 years old and can form legally binding contracts under applicable law. The Website may not be used by persons in jurisdictions where access to or use of the Website or any part of it may be illegal or prohibited. Viruses Downloading the Content on the Website is solely at your own risk. FR cannot and does not guarantee or warrant that the Content or the Website is compatible with your computer system or that the Content or the Website will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system and you are responsible for the entire cost of any service, repairs or connections of and to your computer system which may be necessary as a result of your use of the Content or the Website. Disclaimer and limitation of liability THE WEBSITE AND THE CONTENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. USE OF THE WEBSITE OR THE CONTENT IS AT YOUR OWN RISK. FR DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS ABOUT THE QUALITY, ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY, OR TIMELINESS OF THE WEBSITE OR THE CONTENT. FR DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY ERRORS, OMISSIONS OR INACCURACIES IN THE WEBSITE OR THE CONTENT. 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Release and indemnity To the fullest extent permitted by law, you release FR from, and in no event shall FR be liable to you or any other person or entity, for any and all liabilities and damages (including any direct, indirect, special, exemplary or consequential damages, including lost profits) whatsoever or arising from your use of the Website (including any breach by you of this Agreement), the Content or otherwise relating to this Agreement and you acknowledge that your sole remedy for any claim, loss, damage, costs or expenses is to cease using the Website and the Content. You will indemnify and hold FR harmless from and against any claims, losses, judgments, damages, costs and expenses (including without limitation, reasonable legal fees) incurred by FR due to or resulting from your use of the Website, the Content or otherwise relating to this Agreement (including any breach by you of this Agreement). 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By accepting this Agreement, and each time you use the Website, you consent to FR's collection, use and disclosure of your personal information in accordance with the Privacy Policy as it then reads without any further notice or any liability to you or any other person. Intellectual property - ownership and limited license FR retains all copyright, trade-mark and other rights in the Website and the Content, including all text and graphic images. You may download, display and print copies of the Content for private non-commercial purposes, as long as the material is not modified, the source of the material is indicated, and the FR copyright and other notices are neither removed nor modified. No portion of the Content may be used or reproduced for any other purpose, or distributed, transmitted or mirrored in any form, or by any means, without the prior written permission of FR. 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Governing law This Agreement and the use of the Website and the Content shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable in the Province of Ontario, and you irrevocably attorn to the exclusive jurisdiction of the courts of Ontario sitting in Toronto. Anyone accessing the Website or the Content from other jurisdictions assumes sole responsibility for compliance with local laws. General provisions This Agreement (which includes the Privacy Policy) constitutes the entire agreement between FR and you pertaining to your use of the Website and the Content. FR's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. If any of the provisions contained in this Agreement are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination shall not affect the remaining provisions of this Agreement. Changes to Website, Content and Agreement At any time and without prior notice, FR may change the Website, the Content and this Agreement. It is your responsibility to check this Agreement for changes. Your continued use of the Website or the Content will be deemed to be your unconditional acceptance of any changes to this Agreement. Effective date This Agreement was last updated and is effective as of June 16, 2017. --- > Fogler, Rubinoff LLP recognizes the importance of privacy and is committed to protecting your personal information. - Published: 2020-04-01 - Modified: 2024-12-02 - URL: https://www.foglers.com/privacy-policy/ Fogler Rubinoff Privacy Policy Our Commitment to Privacy Fogler, Rubinoff LLP ("FR") recognizes the importance of privacy and is committed to protecting your personal information. This Privacy Policy supplements our professional obligation of confidentiality respecting all information received in the context of the solicitor-client relationship, and outlines how FR manages personal information and safeguards privacy. Privacy Laws FR complies with all Ontario and Federal privacy laws including Canada's Personal Information Protection and Electronic Documents Act.   Personal information In this Privacy Policy we use the definition of "personal information" under applicable privacy laws. This generally includes information which identifies an individual directly or by inference, but does not generally include business contact information. Consent FR clients consent to the collection, use and disclosure of their personal information as necessary for the purposes of the retainer and in accordance with this Privacy Policy. You may withdraw your consent at any time by contacting FR's Privacy Officer (contact information below).  However, withdrawing consent may affect our ability to continue to act for you.   Collecting Personal Information FR collects your personal information orally or by written correspondence including telephone calls, emails and faxes. Collected information may include your name, address, telephone number, billing and account information, documents, information about your business etc. We usually collect information from you directly but sometimes we collect information about you from third parties including: government agencies or registries; insurance companies; real estate agents; professional advisors like accountants; witnesses in litigation matters; parties or participants in commercial transactions; and consumer reporting agencies. Use of Personal Information FR uses your personal information in order to: provide legal advice and services to you; administer our accounting databases and systems; facilitate communication between you and our lawyers, staff or agents; disseminate legal updates or invite you to FR events unless you opt not to receive them; evaluate client satisfaction and conduct market research; maintain and develop FR document management and precedent systems; and manage our business and operations. Disclosure of Personal Information FR discloses personal information only in accordance with this Privacy Policy or as permitted or required by law, including in order to: conduct conflicts searches to determine whether FR can act for you; comply with professional obligations of the Law Society of Ontario; comply with legal or regulatory requirements like a subpoena or warrant provide information to third parties in the context of legal services including: opposing parties and their counsel, advisors, witnesses, experts, judges and other decision makers in the context of litigation or other legal proceedings; and other law firms, lenders or professional advisors in the context of transactions. collect fees and disbursements, assess eligibility for credit, and comply with audits; detect and protect against error, negligence, breach of contract, fraud, theft or any other illegal activity or meet insurance requirements; retain another law firm on your behalf; comply with requests from your agents; engage services provided by third parties; manage FR's business; and fulfill other purposes you have consented to. Disclosure of your personal information to third party service providers FR may transfer your personal information to third party service providers, agents or contractors to store, handle or process on FR's behalf, such as for data processing, storage or other administrative services. FR requires that third party providers comply with this Privacy Policy and use your personal information only to perform services for FR. Storage and Security of your personal information Your personal information is stored in secure locations and on servers located either at our offices or with our service providers. FR uses the standard safeguards of the legal profession to secure your personal information including the following measures: premises security; confidentiality policies and procedures; technological safeguards like security software and firewalls to prevent hacking or unauthorized computer access; and internal password and security policies. Retention We retain your personal information as long as necessary to perform the legal services you have retained us to perform, to respond to issues that may arise after the retainer ends, and as required by law. Once your personal information is no longer required, FR will make reasonable efforts to safely destroy, delete, erase or otherwise dispose of the information or convert it to non-identifiable form. Accessing your personal information You may access your personal information held by FR. Summary information is available on request. Detailed requests may be subject to professional disbursement fees. FR may deny access to personal information when: denial of access is required or authorized by law; information relates to existing or anticipated legal proceedings against you; granting you access would have an unreasonable impact on other people's privacy; the information is subject to solicitor/client or litigation privilege; security or commercial proprietary reasons; or the information is prohibitively costly to provide. Updating your personal information It is important that your personal information be accurate and up-to-date. If during the course of the retainer any of your information changes, please advise FR so we may update our records.   Personal information and the FR Website The FR website, like other commercial websites, may monitor traffic patterns, site usage and related site information to optimize web service. We may provide aggregated information, but not identifiable personal information, to third parties for website administration and improvement. FR uses Google Analytics to collect information, in an anonymous form, about how visitors use the Website in order to analyze and improve the website. By using the Website, you agree to the use of Google Analytics. You may opt-out of the use of Google Analytics, by clicking on the following link: Opt-Out of Google Analytics Our website contains links to other sites, which are not governed by this Privacy Policy. FR is not responsible for how third parties collect, use or disclose your personal information, so please review their privacy policies before providing them with your personal information. Privacy Breaches While FR takes appropriate measures to protect your personal information, FR does not guarantee or warrant the security of your information from cyberattack, computer viruses, or other destructive electronic programs.   FR will notify you, as soon as feasible and in the manner prescribed by law, of any serious breach of security respecting your personal information under FR's control if it is reasonable to believe that the breach creates a real risk of significant harm.   Communications not secure There is an inherent risk in the exchange of information using any form of communication including email, phone, or fax. FR assumes no liability for any damages you may suffer due to interception, alteration or misuse of information communicated in this way. We will generally communicate with you by email or telephone unless you indicate otherwise. Changes to Privacy Policy FR reserves the right to change this Privacy Policy without notice and at any time. Privacy Officer and requests, questions under Privacy Policy Individuals may write to our Privacy Officer at the address below to access their personal information held by FR. If a request to access or correct information is denied FR will explain the reasons for the refusal.   If you have any questions or concerns about FR's Privacy Policy or personal information management please write to our Privacy Officer at: Bonnie Fish, Privacy Officer Fogler, Rubinoff LLPScotia Plaza40 King Street West, Suite 2400P. O. Box #215Toronto, ON M5H 3Y2 Privacyofficer@foglers. com --- --- ## Posts - Published: 2025-06-18 - Modified: 2025-06-18 - URL: https://www.foglers.com/our-support-for-lawyers-feed-the-hungry/ - Categories: Community Year after year, our team of lawyers and students proudly volunteer with The Law Society Foundation's 'Lawyers Feed the Hungry' program, serving meals to those in need. This vital initiative has operated from Osgoode Hall's cafeteria since the early 2000s and provides over 1,200 hot meals weekly to Toronto residents. We're committed to supporting such meaningful community programs that make a positive difference in the lives of fellow Torontonians. --- - Published: 2025-06-13 - Modified: 2025-06-17 - URL: https://www.foglers.com/employment-team-wins-mondaq-recognition/ - Categories: Announcement Our Employment Law Team has been recognized as a Mondaq Thought Leader for writing the second most popular article on compliance across Canada, “Employers Take Notice: Updates To The Employment Standards Act”. The Mondaq Thought Leadership Awards showcase top authors based on total readership. Congrats to the team: Andrea McCrae Marsland, Stephen Bernofsky, Paul Schwartzman, Diana Saturno, and Luisa D'Alessio. Read the full article: Employers Take Notice: Updates To The Employment Standards Act --- - Published: 2025-06-13 - Modified: 2025-06-13 - URL: https://www.foglers.com/supporting-pro-bono-ontarios-legal-hotline/ - Categories: Community Fogler, Rubinoff LLP recently hosted another impactful Sponsor Day in support of Pro Bono Ontario's Free Legal Advice Hotline. The event brought together dedicated legal professionals from our firm who volunteered their expertise to assist low-income Ontarians facing legal challenges. We're proud to recognize Kate Babony, who participated as a first-time volunteer, along with Emily Milana and Diana Saturno for their generous contribution of time and expertise. This collaboration represents an important step in expanding access to justice across Ontario and highlights our firm's ongoing commitment to giving back to our communities. --- - Published: 2025-06-12 - Modified: 2025-06-12 - URL: https://www.foglers.com/navigating-compliance-in-a-changing-automotive-landscape/ - Categories: Speaking Engagement Today’s dealership environment is more complex than ever—marked by evolving economic conditions, shifting consumer behavior, and the growing influence of digital and AI-powered tools. This is compounded by an increase of fraud within the industry and heightened regulatory scrutiny. The need for robust compliance practices has never been more critical. On June 16, 2025, Justin Jakubiak and Jeff Donnelly, OMVIC’s Chief Consumer Protection Officer, will be presenting at Canada's Used Car Week Conference, the premier event where the Canadian auto industry comes together to learn, grow, and lead. Their presentation will explore the current state of dealerships, financing, and general compliance. From emerging market trends and evolving fraud risks to practical, real-world dealer best practices, this session will equip you with the tools to identify and manage risk—all while maintaining a competitive edge in a rapidly changing marketplace. Whether you’re focused on staying compliant, safeguarding your business, or fine-tuning your operations to adapt to the digital age, this is a must-attend discussion for forward-thinking dealerships. --- - Published: 2025-06-12 - Modified: 2025-06-12 - URL: https://www.foglers.com/reimagining-the-legal-workspace/ - Categories: Article Discover how Foglers has reimagined the conventional law firm office.  In Colliers' report "Why Reshaping Law Offices is Crucial for the Industry", Michael Slan discusses how our welcoming and collaborative space in Scotia Plaza was designed for today's hybrid work environment and promotes flexibility and connectivity. Our new office seamlessly blends functionality, aesthetics and cutting edge technology to meet the needs of our clients, lawyers, and staff. The office move and newly designed space has been a transformational experience for our firm. It has changed the way we work and interact with each other and would not have been possible without the guidance from the teams at: Colliers and their respective sub-consultants and sub-trades, iN STUDIO, Vestacon Limited and The Collective. --- - Published: 2025-06-12 - Modified: 2025-06-12 - URL: https://www.foglers.com/charting-our-future-leadership-interview/ - Categories: Interview Eric Roblin and Leneo Sdao sat down with Branislav Urosevic of Law Times to discuss their new leadership roles, strategic vision and our exciting future at Fogler, Rubinoff LLP. Read the full article here. --- - Published: 2025-06-11 - Modified: 2025-06-18 - URL: https://www.foglers.com/fr-pride-2025/ - Categories: Community, Diversity & Inclusion At our 2025 FR Pride Event, we were privileged to learn from Dr. Adrienne Rosen's extraordinary life of purpose and achievement. Her presentation resonated deeply across our organization, highlighting how principled leadership can drive both business success and social progress. From her early advocacy as part of the historic Brunswick Four to pioneering medical logistics solutions, Dr. Rosen exemplifies the values we aspire to uphold. We're grateful to Dr. Rosen for her authenticity in sharing her journey, including the important role her wife Myra White has played as her life partner and business collaborator. Special thanks to Myriah Graves for facilitating this meaningful gathering that reinforces our commitment to inclusive leadership and community building. --- - Published: 2025-03-24 - Modified: 2025-06-12 - URL: https://www.foglers.com/international-womens-day-2025/ - Categories: Community, Diversity & Inclusion We had the privilege of hosting an extraordinary International Women's Day event at our firm, organized by Tea Obradovic and Hailey Abramsky, Chairs of our Women@Foglers Committee. Our guest speaker, Jordana Goldlist shared her remarkable journey from facing adversity in her youth to becoming a renowned criminal defence lawyer, TEDx speaker, and podcast host. Her powerful story of transformation moved everyone in the room and embodied this year's International Women's Day spirit. The impact of the event extended beyond inspiration. Together, with Kits for a Cause, we assembled 96 welcome kits for Covenant House Toronto and Sistering with heartfelt messages of hope. These kits will directly support women and youth in need throughout our community. Special thanks to Jordana for her candid, moving presentation, and to Tea and Hailey for orchestrating such a meaningful event. Your dedication to empowering others and giving back to the community exemplifies the change we wish to see in the world. --- - Published: 2025-03-13 - Modified: 2025-03-14 - URL: https://www.foglers.com/2025-canadian-legal-lexpert-directory-rankings/ - Categories: Announcement Congratulations to our Partners on being recognized as leading lawyers in the 2025 Canadian Legal LEXPERT® Directory. Tammy Anklewicz – Estate & Personal Tax Planning Kathryn Balter – Estate & Personal Tax Planning Jennifer Campbell – Corporate Mid-Market Steven A. Cygelfarb – Property Leasing Albert Engel – Environmental Michael Fraleigh – Medical Negligence (Defendants) Samantha Green – Lawyers to Watch - Litigation Katherine Hensel – Aboriginal Law Eric Hoffstein – Charities, Estate & Personal Tax Planning and Estate Litigation Ken Movat – Construction Law Paul Schwartzman – Employment Law (Employer) Bill Taggart – Aboriginal Law Each lawyer was selected based upon a comprehensive annual survey, ongoing since 1994. They are acknowledged as leaders in their respective fields and are prominent lawyers in their practice areas.   --- - Published: 2025-03-11 - Modified: 2025-03-11 - URL: https://www.foglers.com/fogler-rubinoff-named-as-one-of-the-2025-top-10-ontario-regional-firms/ - Categories: Announcement Fogler, Rubinoff LLP named as one of the 2025 Top 10 Ontario Regional Firms Canadian Lawyer conducted a far-reaching analysis of the legal industry and recognized Fogler, Rubinoff LLP as one of the standout performers. To read the full report visit: https://www. canadianlawyermag. com/rankings/the-top-10-law-firms-in-ontario/391560#winnersListSection Chris Sweeney, Managing Editor for Special Reports at Canadian Lawyer shared his insights on the selection process, stating, “Fogler, Rubinoff LLP fully deserve their place in these prestigious top 10 rankings. They are leading the way in the profession by providing a range of top-class services and being trusted partners to clients all across Ontario. ”  Canadian Lawyer’s 30+ strong Intelligence Unit compiled the final winners list after the completion of a rigorous process, canvassing the opinions of objective industry experts and collating leading-edge research. The prestigious list of honourees was then matched with the Top 10 Ontario Regional Firms’ precise criteria. Fogler, Rubinoff LLP is delighted to be included among the legal industry’s top performers. --- - Published: 2025-03-03 - Modified: 2025-06-12 - URL: https://www.foglers.com/fogler-rubinoff-llp-announces-new-leadership/ - Categories: Announcement Fogler, Rubinoff LLP is pleased to announce a new milestone in our firm's leadership. Eric Roblin has been elected as Chair of the firm, and Leneo Sdao as the firm's new Managing Partner, effective March 1, 2025.   This leadership change starts a new chapter in the firm's continued commitment to providing exceptional legal services as one of Ontario's leading law firms. Together, Eric and Leneo will share the responsibility of overseeing the strategic direction of the firm, leading our talented team of professionals, and fostering a collaborative and empowering work environment. As co-leaders, both will continue to maintain their practices. Eric Roblin, is an influential leader within the firm, having served as the Department Chair for our Capital Markets & Securities practice and as a member of the Executive Committee.   Leneo Sdao, is a skilled commercial real estate lawyer and is known as a trusted advisor. His time on our firm's Executive Committee and his focus on fostering a culture of excellence make him exceptionally suited for his new role. "Both Eric and Leneo are highly respected by their peers and clients, who trust them with their most important matters. Serving in past leadership roles at the firm has earned them both a strong and respected voice among our Partners, and we are thrilled to have them guide our firm forward in this next chapter," said Michael Slan. This change marks the completion of Michael Slan's tenure as Managing Partner. Over the past decade, Michael's leadership and vision have led the firm through a period of significant growth and transformation. Under his guidance, the firm strengthened key areas of practice, welcomed prominent new partners, and enjoyed some of its most successful years in its 45-year history. Michael will remain an integral part of our firm as a senior Partner, and he looks forward to focusing on his corporate practice and supporting our new leadership and the firm's ongoing success. Please join us in congratulating Eric and Leneo. --- - Published: 2025-02-06 - Modified: 2025-02-06 - URL: https://www.foglers.com/lso-the-eight-minute-commercial-leasing-lawyer-2025-series/ - Categories: Speaking Engagement Alex C. Kolandjian will be presenting at The Eight-Minute Commercial Leasing Lawyer 2025, a professional development program hosted by the Law Society of Ontario. Register now. Event Details Date: February 26, 2025Time: 9:00 AM - 12:30 PM ESTFormat: Live Webcast Alex will deliver an essential session on:"Practice Management and Professionalism Tips for Dealing with Demanding Clients"Time: 11:58 PM - 12:09 PM REGISTER HERE Program Coverage The program features a comprehensive lineup of speakers addressing topics including: Competition Act changes affecting commercial leases Landlords' rights to tenants' property Bankruptcy considerations in commercial tenancy Specific performance in commercial leases Damage and destruction provisions Environmental baseline reports Office lease flexibility Turnkey lease deal strategies Operating covenants and joint occupancy AI implications in commercial leasing Professional Development Credits Participants will earn: 3 h 5 m of Substantive CPD 25 m Professionalism CPD --- - Published: 2025-01-29 - Modified: 2025-01-30 - URL: https://www.foglers.com/wtr-1000-the-worlds-leading-trademark-professionals/ - Categories: Announcement, Recognition Congratulations to Marie Lussier who has been recognized as a leading Trademark lawyer by World Trademark Review. The WTR 1000 has established itself as the definitive 'go-to' resource for those seeking world-class legal trademark expertise. --- - Published: 2025-01-28 - Modified: 2025-01-30 - URL: https://www.foglers.com/bell-lets-talk-day-2025/ - Categories: Diversity & Inclusion Bell Let’s Talk Day is a powerful reminder of the importance of open conversations about mental health. Today, we were inspired by Carole Dagher’s courageous and heartfelt journey of navigating mental illness while balancing a thriving legal career and family life. Carole’s decision to share her story exemplifies the strength in vulnerability. By opening up about her mental health challenges, she has become a source of hope and change, breaking down the stigma that often surrounds mental health in the legal profession. Her message was clear: kindness and compassion are essential to creating meaningful progress in mental health advocacy. Let her story remind us all that being vulnerable is not a sign of weakness—it’s a profound display of strength. Let’s continue to lift each other up, listen without judgment, and build a world where mental health is treated with the care and respect it deserves. Together, we can move the dial. --- - Published: 2025-01-23 - Modified: 2025-01-30 - URL: https://www.foglers.com/nina-perfetto-awarded-the-prestigious-king-charles-iii-coronation-medal/ - Categories: Announcement We are thrilled to announce that Nina Perfetto, has been awarded the prestigious King Charles III Coronation Medal. This honour is bestowed upon a select group of individuals who have made a significant contribution to Canada, a particular province, territory, region, or community within Canada, or who have achieved outstanding accomplishments abroad that bring credit to Canada. As a sought-after litigator, Nina's professional accomplishments, coupled with her dedication to her community have earned her this recognition. Nina was one of 20 recipients nominated by Senator Toni Varone and was presented with the medal at a ceremony on January 19, 2025. Congratulations on this achievement. --- - Published: 2025-01-23 - Modified: 2025-01-30 - URL: https://www.foglers.com/pro-bono-ontarios-legal-support-hotline/ - Categories: Community Our Associates spent the afternoon volunteering with Pro Bono Ontario's Free Legal Advice Hotline, providing important services to individuals who have essential legal needs but cannot afford a lawyer. By volunteering their time and answering calls on on the legal advice hotline, our firm was able to help make a difference in ensuring Ontarians can access the legal help they need! --- - Published: 2024-11-29 - Modified: 2024-12-09 - URL: https://www.foglers.com/we-have-moved/ - Categories: Announcement OUR TORONTO OFFICE HAS A NEW ADDRESS Effective December 2, 2024, the office of Fogler, Rubinoff LLP will relocate within Toronto's Financial District. This relocation is a strategic step towards creating an environment that mirrors our forward-thinking approach. Our new office has been thoughtfully designed to foster innovation and enhance collaboration. While our address is changing, our core values remain the same. At Fogler, Rubinoff LLP we have always believed that great legal work comes from a blend of expertise, innovation, and genuine care for our clients' success. We are excited about the opportunities this move brings, and how it aligns with our ongoing commitment to client service. We look forward to welcoming you to our new space. Effective, December 2, 2024, our new address will be: Scotia Plaza40 King Street West, Suite 2400P. O. Box #215Toronto, ONM5H 3Y2 Our contact information remains the same:T. 416. 864. 9700F. 416. 941. 8852E. info@foglers. com Please update your records. --- - Published: 2024-10-04 - Modified: 2024-10-28 - URL: https://www.foglers.com/remembering-david-thiel/ - Categories: Announcement It is with heavy hearts that we share the sad news of the passing of our Partner, friend and colleague, David Thiel. David passed away on September 29, 2024. David joined us at Fogler, Rubinoff LLP in December 2005, from the firm Pacey, Dirks & Thiel LLP. Over the years, he became a trusted leader in the condominium law bar, often stepping in as chair at owners’ meetings and serving as an independent chair appointed by the Superior Court. He treated every client and approached each matter with great attention, focus and respect. His dedication extended to teaching portions of the Condominium Law Course for the Association of Condominium Managers of Ontario at Humber College, where he inspired many. Our hearts are with David's family. He will be deeply missed by his many colleagues, clients and friends who had the privileged to work with and learn from him. --- - Published: 2024-09-30 - Modified: 2024-09-30 - URL: https://www.foglers.com/national-day-for-truth-and-reconciliation-2024/ - Categories: Diversity & Inclusion On this National Day for Truth and Reconciliation, we encourage everyone to reflect on the words Every Child Matters. Today and every day, we should honour the children who never returned home, recognize the trauma and losses experienced by Indigenous Peoples, and have meaningful conversations so that we educate ourselves on the Calls to Action of the TRC and begin putting reconciliation into action as allies. Today, lawyers and staff came together to reflect on what reconciliation means for us as a firm, and to reaffirm our commitment to honouring and learning about the distinct cultures and histories of Indigenous peoples. We had the pleasure of learning from Cedar Spoon Catering about the traditional pantry used by First Nations, and the evolution of Indigenous culinary practices in Canada. --- - Published: 2024-09-26 - Modified: 2024-09-30 - URL: https://www.foglers.com/reframing-inherent-jurisdiction-a-critical-dialogue/ - Categories: Diversity & Inclusion On September 25, 2004, Foglers hosted an exclusive discussion on the intricate interplay between inherent jurisdiction and Canada's political, economic, and legal landscapes. Featuring an extraordinary panel of Indigenous female trailblazers, whose vision, perspectives, and actions are transforming the narrative on reconciliation and effecting change across the country, from the boardroom to the courtroom. Panellists: Chief Claire Sault, Chief, Mississaugas of the Credit First Nation Chief Kelly LaRocca, Chief, Mississaugas of Scugog Island First Nation Jody Wilson-Raybould, Former Minister of Justice and Attorney General of Canada Karen Restoule, Vice President, Crestview Strategy Katherine Hensel, Partner & Indigenous Practice Group Co-Chair, Fogler, Rubinoff LLP Drawing from their vast experiences in politics, leadership, and law, our panellists shared invaluable insights on reconciliation, economic equality for Indigenous Peoples, and the evolving legal and political landscape. Thank you to our co-sponsors Envest Corp. , Bullfrog Power and the Global Indigenous Development Trust for helping create this platform for critical dialogue. The discussion inspired attendees and reinforced our commitment to advancing these crucial conversations. --- - Published: 2024-08-29 - Modified: 2024-08-29 - URL: https://www.foglers.com/49-lawyers-selected-by-their-peers-for-inclusion-in-the-2025-edition-of-the-best-lawyers-in-canada/ - Categories: Announcement Foglers is pleased to announce that the 49 lawyers were selected by their peers for inclusion in the 2025 edition of the Best Lawyers in Canada and Best Lawyers: Ones to Watch, across 29 areas of practice. Ilkim Hincer was named "Lawyer of the Year" in Gaming Law and Hailey Abramsky, Roberto De Pasquale and Diana Saturno were all recognized as "Ones to Watch" Best Lawyers compiles its lists of outstanding lawyers by conducting peer-review surveys in which thousands of leading lawyers confidentially evaluate their professional peers. Congratulations to all! Lawrence Adelberg - Real Estate Law Hailey Abramsky - Corporate & Commercial Litigation "Ones to Watch" Tammy Anklewicz - Trusts and Estates Kathryn Balter - Trusts and Estates Monica E. Bianchini - Real Estate Law Leonard Bosschart - Trusts and Estates Don Bourgeois - Gaming Law Blair Bowen - Corporate & Commercial Litigation Jennifer Campbell - Mining Law Denis Chamberland - Public Procurement Law Steven Cygelfarb - Real Estate Law and Commercial Leasing Law Milton A. Davis - Legal Malpractice Law Roberto De Pasquale - Corporate Law "Ones to Watch" Michael Donsky - Administrative and Public Law Tim Duncan - Municipal Law Albert Engel - Environmental Law and Energy Law Joel Farber - Expropriation Law, Municipal Law and Real Estate Law Michael B. Fraleigh - Health Care Law and Medical Negligence Joseph Fried - Real Estate Law Jeffrey B. Goldenberg - Real Estate Law Bill Hearn - Advertising and Marketing Law Katherine Hensel - Aboriginal Law / Indigenous Practice Eric N. Hoffstein - Charities/Non-Profit, Construction Law, Corporate and Commercial Litigation and Trusts and Estates Ilkim Hincer - Gaming Law and "Lawyer of the Year" Ian N. Kady - Real Estate Law Gary Kissack - Aboriginal Law / Indigenous Practice Ross MacDougall - Construction Law Andrea Marsland - Labour and Employment Law Rick Moscone - Cannabis Law Kenneth W. Movat - Construction Law Young Park - Administrative and Public Law and Corporate & Commercial Litigation Lori Prokopich - Banking & Finance Law and Mergers and Acquisitions Law Karen Rosen - Banking & Finance Law and Corporate Law Michael Rosen - Trusts and Estates Richard Rotchtin - Real Estate Law Howard Rubinoff - Banking and Finance Law Diana F. Saturno - Labour and Employment Law "Ones to Watch" Leneo Sdao - Real Estate Law and Commercial Leasing Law Immi Sikand - Immigration law Michael S. Slan - Natural Resources Law Charles W. Skipper - Construction Law and Real Estate Law Colleen Spring Zimmerman - Intellectual Property Law Avi Sugar - Real Estate Law William J. Taggart - Aboriginal Law / Indigenous Practice Scott Venton - Insolvency and Financial Restructuring Law Mary Wahbi - Trusts and Estates Larry Winton - Real Estate Law --- - Published: 2024-07-04 - Modified: 2024-07-04 - URL: https://www.foglers.com/wipr-leaders-2024/ - Categories: Recognition Congratulations to Marie Lussier on being recognized by World IP Review in their annual ranking of leading IP lawyers globally. The directory highlights leading lawyers specializing in patent, trademark, trade secrets and copyright practices. --- - Published: 2024-06-21 - Modified: 2024-07-08 - URL: https://www.foglers.com/national-indigenous-peoples-day-2024/ - Categories: Announcement, Diversity & Inclusion Today on National Indigenous Peoples Day, we celebrate the heritage, cultures and outstanding achievements of First Nations, Inuit and Métis peoples in Canada. Now more than ever, it is incumbent on us all to reframe our worldview and honour Indigenous history and experiences in our province and across the country. We encourage everyone to take the time to learn about Indigenous histories and cultures, support Indigenous-owned businesses, and amplify Indigenous voices. Here are a few educational resources you may want to explore:https://native-land. ca/ - Native Land Digital strives to create and foster conversations about the history of colonialism, Indigenous ways of knowing, and settler-Indigenous relations, through educational resources such as our map and Territory Acknowledgement Guide. https://lnkd. in/eMy3TrP - FirstVoices is a collaborative platform where Indigenous communities manage, curate and share their languages. https://lnkd. in/gfAdnpB - Indigenous Canada is a 12-lesson Massive Open Online Course from the Faculty of Native Studies that explores the different histories and contemporary perspectives of Indigenous peoples living in Canada. --- - Published: 2024-06-20 - Modified: 2024-07-08 - URL: https://www.foglers.com/celebrating-pride-month-at-foglers/ - Categories: Announcement, Diversity & Inclusion Today we had the pleasure of welcoming Douglas Elliott to the firm who spoke to us about "The LGBT Purge: Canada's Journey from Injustice to Justice" and the important work of the LGBT Purge Fund | Le Fonds Purge LGBT. Dr. Elliott was the lead counsel in the LGBT Purge class actions and is a member of the Board of Directors of the LGBT Purge Fund. In addition to his numerous past awards, the Advocates’ Society will confirm on him the Award of Justice on June 26, 2024. His presentation discussed the four phases of Canada’s LGBT Purge, and in particular, the role of lawyers in each phase. --- - Published: 2024-05-24 - Modified: 2024-05-24 - URL: https://www.foglers.com/podcast-law-firm-iln-telligence/ - Categories: Interview Dive into the dynamic conversation between Ronald Davis and Lindsay Griffiths in the latest episode of the International Lawyers Network's Law Firm ILN-telligence podcast — get ready to be enlightened and inspired! https://podcasters. spotify. com/pod/show/lindsay-griffiths/embed/episodes/Episode-92-Ron-Davis--Fogler-Rubinoff-e2jn3j9/a-ab95sif --- - Published: 2024-05-24 - Modified: 2024-05-24 - URL: https://www.foglers.com/tas-podcast-friends-who-argue/ - Categories: Interview Don't miss out on this compelling discussion moderated by Teodora (Prpa) Obradovic. Tune in to the latest episode of the TAS Podcast, Friends Who Argue, featuring The Hon. George R. Strathy, former Chief Justice of Ontario. Gain invaluable insights on mental health in the legal profession and the challenges of the Right to Disconnect policy. This episode is a must-listen for anyone interested in the well-being of legal professionals and the evolving landscape of our field. --- - Published: 2024-05-22 - Modified: 2024-07-18 - URL: https://www.foglers.com/young-park-speaks-with-cbcs-canada-tonight-to-discuss-canadian-voter-data-accessibility-and-the-bc-supreme-court-ruling/ - Categories: Interview Young Park and Prof. Andrew Clement joined Travis Dhanraj on CBC's Canada Tonight to discuss Canadian voter data accessibility and last week's landmark decision by the BC Supreme Court in Liberal Party of Canada v. The Complainants, ruling that BC's Personal Information Protection Act applies to federal political parties. https://www. youtube. com/watch? v=bEjme_BjBXk --- - Published: 2024-05-21 - Modified: 2024-05-21 - URL: https://www.foglers.com/success-before-the-bc-supreme-court-in-a-landmark-decision-with-respect-to-bcs-personal-information-protection-act-and-its-application-to-canadas-federal-political-parties/ - Categories: Announcement Young Park, Bill Hearn, Ron Davis and Alexander Evangelista (working with their co-counsel, Jason Herbert of DLA Piper in Vancouver), acted as counsel for the Complainants in a landmark decision by Justice G. C. Weatherill of the BC Supreme Court in Liberal Party of Canada v The Complainants, 2024 BCSC 814, ruling that BC's Personal Information Protection Act (PIPA) applies to Canada's federal political parties. This is the first time that a Canadian superior court has considered, and now affirmed, the constitutional validity of applying a provincial privacy law to the personal information practices of Canada's federal political parties. Justice Weatherill's ruling upholds the March 1, 2022 decision of David Loukidelis, KC, acting as Delegate of the BC Office of the Information and Privacy Commissioner. Like Mr. Loukidelis, Justice Weatherill rejected the claims of the federal Liberal, Conservative and NDP parties that their privacy practices are governed solely by the Canada Elections Act (CEA), to the exclusion of provincial legislation, and that PIPA is constitutionally inapplicable to them under the doctrines of paramountcy and interjurisdictional immunity. "The ability of an individual to control their personal information is intimately connected to their individual autonomy, dignity and privacy. These fundamental values lie at the heart of democracy," Justice Weatherill wrote. We congratulate the Centre for Digital Rights and our clients on this important victory for the privacy rights of voters in BC and the most recent judicial affirmation of the essential role that legislation, like PIPA, that protects individuals' control over their personal information, plays in protecting the innate dignity and autonomy of individuals and the integrity of democracy in Canada. --- - Published: 2024-04-23 - Modified: 2024-04-23 - URL: https://www.foglers.com/myriah-graves-appointed-to-the-national-association-for-law-placement-board/ - Categories: Announcement Congratulations to Myriah Graves, the firm's Director of Professional Development on her appointment to the Board of the National Association for Law Placement (NALP) for 2024-2025. NALP is an association of more than 3000 legal career professionals who advise law students, lawyers, law offices, and law schools in North America. NALP believes all law students and lawyers should benefit from a fair and ethical hiring process, that law students and lawyers are more successful when supported by professional development and legal career professionals, and that a diverse and inclusive legal profession best serves clients and communities. NALP members work together to collect and publish accurate legal employment data and information, and champion education and standards for recruiting, professional and career development, and diversity and inclusion. For more than fifty years, NALP has played an essential role in the success of their members and the lawyers and law students they serve. To learn more about NALP please visit their website. --- - Published: 2024-04-04 - Modified: 2024-04-04 - URL: https://www.foglers.com/celebrating-international-womens-day-and-womenfoglers/ - Categories: Announcement, Diversity & Inclusion Last week, in honor of International Women's Day, our firm came together and assembled 60 Welcome Kits for the Red Door Family Shelter and Interval House. A huge thank you to everyone who came out to support at-risk women in our community and to Teodora Obradovic and Hailey Abramsky who organized this women@foglers initiative to celebrate our commitment to empowering and supporting women at the firm and in our community. "Each one of you contributes in a meaningful way to the fabric of our firm, enriching it with diverse perspectives, skills, and experiences. Together, we form a supportive community where we can lean on each other during challenging times and celebrate our successes together. Your dedication and resilience inspire us all to continue striving for excellence and making a difference in the lives of our clients and each other. ”Karen Rosen, Partner --- - Published: 2024-03-20 - Modified: 2024-03-20 - URL: https://www.foglers.com/milton-davis-named-a-recipient-of-the-2024-law-society-medal/ - Categories: Announcement Congratulations to Milt Davis who was named a recipient of the 2024 Law Society Medal. Each year, the Law Society of Ontario awards the Law Society Medal to selected lawyers who have made a significant contribution to the profession. Award recipients are chosen for their outstanding career achievements and contributions to their communities. Milt's nomination for the award was supported by members of the firm and the litigation bar. In each of his letters of recommendation, his supporters highlighted Milt's tireless commitment to the ideals of the profession; his significant contributions to the practice and reputation of the profession; his devotion to advocating on behalf of those members of the public whose voices would not otherwise been effectively heard; and his public dedication to combatting the scourge of anti-Semitism. Milt will be honoured with the prestigious Law Society Medal at the annual Law Society Awards ceremony, which will be held on May 22, 2024. On behalf of the entire firm, we congratulate Milt on this well-deserved recognition. --- - Published: 2024-03-12 - Modified: 2024-03-12 - URL: https://www.foglers.com/2slgbtq-firm-hop-2/ - Categories: Diversity & Inclusion We're thrilled to participate in this year's 2SLGBTQ+ Bay Street Firm Hop once again! If you’re a law student and identify as a member of the 2SLGBTQ+ community, don't miss this opportunity to learn about our firm. Capacity is limited and registration is on a first come basis. Please register by Thursday, March 14, 2024 via this link: --- - Published: 2024-03-05 - Modified: 2025-03-13 - URL: https://www.foglers.com/2024-canadian-legal-lexpert-directory-rankings/ - Categories: Announcement, Recognition Congratulations to our Partners on being recognized as leading lawyers in the 2024 Canadian Legal LEXPERT® Directory. Leonard Bosschart – Estate & Personal Tax Planning Jennifer Campbell – Corporate Mid-Market Steven A. Cygelfarb – Property Leasing Bill Hearn – Advertising & Marketing Law Katherine Hensel – Aboriginal Law Eric Hoffstein – Estate & Personal Tax Planning and Estate Litigation David Levangie – Corporate Commercial Litigation and Lawyers to Watch Ken Movat – Construction Law Bill Taggart – Aboriginal Law Mary Wahbi – Estate & Personal Tax Planning Vickie Wong – Banking & Financial Institutions Each lawyer was selected based upon a comprehensive annual survey, ongoing since 1994. They are acknowledged as leaders in their respective fields and are prominent lawyers in their practice areas.   --- - Published: 2024-02-16 - Modified: 2024-02-16 - URL: https://www.foglers.com/celebrating-black-history-month/ - Categories: Diversity & Inclusion In celebration of Black History Month, our firm had the pleasure of learning from Chef Deon King, founder and CEO of King Catering and enjoying his fabulous Caribbean cuisine. --- - Published: 2024-02-09 - Modified: 2024-02-09 - URL: https://www.foglers.com/success-before-the-scc-in-a-landmark-constitutional-case-with-respect-to-indigenous-peoples-inherent-jurisdiction-over-their-children/ - Categories: Announcement On February 9, 2024, the SCC released its decision in Attorney General of Québec, et al. v. Attorney General of Canada, et al. , an appeal of a Quebec reference case relating to the constitutionality of An Act respecting First Nation, Inuit and Metis children, youth and families (the "Federal Act"). Katherine Hensel and Kristie Tsang of Fogler, Rubinoff LLP acted for the intervener, Inuvialuit Regional Corporation (IRC), offering an Inuit and territorial perspective to the legal issues before the SCC. The Court upheld the Federal Act in its entirety as constitutional, including the Federal Act's: imposition of national standards in the delivery of child and family services; acknowledgement and affirmation of Indigenous Governing Bodies' inherent right to self-government and legislative authority over children and family service; designation of Indigenous laws as having the force of federal law; and declaration of the paramountcy of the Indigenous laws over provincial laws, in the case of inconsistency. This is a successful result for IRC's child wellbeing law, Inuvialuit Qitunrariit Inuuniarnikkun Maligaksat, which will ensure that Inuvialuit children, youth, and families are supported wherever they live, for the benefit of Inuvialuit and Inuvialuit culture, and to mitigate and prevent the documented harm caused by non-Inuvialuit and non-Indigenous child welfare practices. This is also welcome news for our Indigenous clients currently engaged in developing their own child wellbeing laws or participating in coordination agreement discussions. While the SCC refrained from commenting directly on the existence, scope, and extent of a s. 35 Aboriginal right to self-government, it confirmed that it remains open to Parliament to do so and act in accordance with that position. Stay tuned for an article on what this means going forward for Indigenous governing bodies and the child and family services sector --- - Published: 2023-11-30 - Modified: 2024-07-14 - URL: https://www.foglers.com/what-the-truck-established-trucking-school-successful-in-lifting-an-immediate-suspension-order-and-appealing-a-proposal-to-refuse/ - Categories: Announcement Justin Jakubiak and Bree Pierce, members of Foglers' litigation group, successfully represented a family-owned trucking school before the Licence Appeal Tribunal in response to an immediate suspension order and a proposal to refuse to renew the school's education program. After a grueling 7 day hearing the Tribunal ordered the Private Career Colleges Branch of the Ministry of Colleges and Universities to immediately lift the suspension and directed the Superintendent not to carry out the proposal. The decision is particularly important and noteworthy as victories for registrants against the Ministry are few and far between. The result is life-changing for our clients as they can resume their family-owned business which has 3 locations in Ontario and employs dozens of people. A summary of the case follows: Our client is a truck driver training school which has been registered under the Private Career Colleges Act since 2020 with locations in Mississauga, London and Hamilton. The Private Career Colleges Branch of the Ministry of Colleges and Universities (the "PCCB") sent out two Superintendent's letters, one in 2021 and one in 2022, to all trucking schools suggesting that there was an uptick in non-compliance with the Private Career Colleges Act. The letters warned that trucking schools would begin to see increased enforcement action. In stepping up enforcement, the PCCB bypassed their own "progressive compliance model", which emphasized education before enforcement. A disgruntled former employee filed an unfounded complaint that led to a superficial investigation. This investigation led to an immediate suspension and a notice of proposal was issued to strip our clients of their registration. The investigation, per the decision of the Tribunal, was replete with confirmation bias and unsupportable assumptions. It mischaracterized the responsiveness of our client and disregarded their efforts to work with inspectors and investigators to ensure compliance. The investigation was not adequately thorough to merit the suspension or the notice of proposal. In fact, the investigator was admonished for his "apparent haste to embrace" the disgruntled former employee's "rather dramatic exposé". The Tribunal Ordered that the suspension should be lifted immediately, the notice of proposal should not be carried out, and our client's registration should be renewed with reasonable terms and conditions immediately. The decision is a reminder to all registrants that regulators and government actors are not immune to making mistakes and government overreach is real. Legal advice should always be sought in response to complaints, discipline, charges or proposals levied against a licensee by their regulator. The regulator may be wrong (and in our experience often make mistakes). For more information about this case, or if you have any questions about your licence or regulated business, please contact Justin Jakubiak at: jjakubiak@foglers. com. Haulage-Network-Driving-Academy-IncDownload --- - Published: 2023-11-24 - Modified: 2023-11-24 - URL: https://www.foglers.com/david-levangie-named-one-of-lexperts-rising-stars-leading-lawyers-under-40/ - Categories: Recognition Congratulations to David Levangie who was recognized as one of Lexpert's Rising Stars: Leading Lawyers Under 40. This annual event celebrates leading lawyers under 40 who have demonstrated an outstanding track record of success in their field, are recognized leaders in the community, and are contributors to their firm’s success. They are selected by Lexpert's advisory board for being at the top of their game in leadership, professional achievements, and teamwork. On behalf of the whole firm, we congratulate David and all of the accomplished lawyers recognized by Lexpert on this well deserved recognition! --- - Published: 2023-10-10 - Modified: 2023-11-24 - URL: https://www.foglers.com/our-support-for-israel/ - Categories: Announcement, Community Our Fogler Rubinoff family strongly condemns the unprecedented, barbaric attack by Hamas terrorists on Israel. While we in Canada live with the privilege of having the expectation of a peaceful existence, the Middle East presents a much different matrix of facts which make peaceful co-existence idealistic when the government in Gaza is a terrorist group that denies Israel's right to exist. It is important to speak out against organizations like Hamas who wish to annihilate the Jewish people. We support Israel and all its people. Our thoughts and prayers go out to all the innocent victims of this tragedy. We specifically pray for the safe return of the kidnapped civilian bystanders. --- - Published: 2023-09-30 - Modified: 2023-09-30 - URL: https://www.foglers.com/national-day-for-truth-and-reconciliation-2/ - Categories: Diversity & Inclusion To mark the National Day for Truth and Reconciliation and Orange Shirt Day, this week Foglers welcomed Tracey Lindberg, an award-winning academic writer, Professor of Law and acclaimed author of Birdie. Professor Lindberg shared with us her perspective on reconciliation and what meaningful relationship building looks like. Today and beyond, we encourage everyone to reflect on the trauma committed against Indigenous Peoples, to educate themselves on the Calls to Action of the TRC and begin putting reconciliation into action as allies. --- - Published: 2023-09-30 - Modified: 2023-11-23 - URL: https://www.foglers.com/chambers-ranked-gaming-licensing-law-2024/ - Categories: Recognition Congratulations to Don Bourgeois on being recognized by Chambers and Partners in the 2024 Canada Guide in Band 2 for Gaming & Licensing law nationwide. Don Bourgeois of Fogler, Rubinoff LLP is reputed for his impressive gaming background, having worked within a number of regulatory bodies, including the Alcohol and Gaming Commission of Ontario. He is particularly well known for his knowledge of gaming regulation. Chambers & Partners, Canada 2024 --- - Published: 2023-09-13 - Modified: 2023-09-14 - URL: https://www.foglers.com/katherine-hensel-named-one-of-canadas-top-25-most-influential-lawyers-of-2023/ - Categories: Announcement, Recognition To recognize her work as a leading Indigenous lawyer, Katherine Hensel has been named on to Top 25 Most Influential Lawyers by Canadian Lawyer Magazine. Katherine is being recognized for her work as a leading Indigenous rights lawyer and is described as "a passionate advocate for the assertion of Indigenous and treaty rights, the duty to consult and child welfare matters. " She is featured in the Human Rights, Advocacy and Criminal Law category. 22,0000 individuals took part in the voting process this year to determine members of this exclusive list. Lawyers who are selected often contribute to the most nationally significant and strategic legal questions, cases, deals and disputes. Winners are selected across five different categories from hundreds of nominees. --- - Published: 2023-08-23 - Modified: 2023-08-24 - URL: https://www.foglers.com/41-lawyers-profiled-across-24-areas-of-law-in-the-best-lawyers-in-canada-2024/ - Categories: Announcement, Recognition Foglers is pleased to announce that the 41 lawyers were selected by their peers for inclusion in the 2024 edition of the Best Lawyers in Canada and Best Lawyers: Ones to Watch. Best Lawyers compiles its lists of outstanding lawyers by conducting peer-review surveys in which thousands of leading lawyers confidentially evaluate their professional peers. Hailey Abramsky - Corporate & Commercial Litigation "Ones to Watch" Tammy Anklewicz - Trusts and Estates Kathryn Balter - Trusts and Estates Leonard Bosschart - Trusts and Estates Don Bourgeois - Gaming Law Blair Bowen - Corporate & Commercial Litigation Jennifer Campbell - Mining Law Denis Chamberland - Public Procurement Law Steven Cygelfarb - Real Estate Law and Commercial Leasing Law Milton A. Davis - Legal Malpractice Law Roberto De Pasquale - Corporate Law "Ones to Watch" Michael Donsky - Administrative and Public Law Tim Duncan - Municipal Law Albert Engel - Environmental Law Joel Farber - Expropriation Law, Municipal Law and Real Estate Law Michael B. Fraleigh - Health Care Law and Medical Negligence Joseph Fried - Real Estate Law Jeffrey B. Goldenberg - Real Estate Law Bill Hearn - Advertising and Marketing Law Katherine Hensel - Aboriginal Law / Indigenous Practice Eric N. Hoffstein - Charities/Non-Profit, Construction Law, Corporate and Commercial Litigation and Trusts and Estates Ian N. Kady - Real Estate Law Gary Kissack - Aboriginal Law / Indigenous Practice Ross MacDougall - Construction Law Kenneth W. Movat - Construction Law Young Park - Administrative and Public Law and Corporate & Commercial Litigation Marko Petrovic - Corporate & Commercial Litigation "Ones to Watch" Lori Prokopich - Banking & Finance Law Karen Rosen - Banking & Finance Law, Corporate Law and Energy Law Richard Rotchtin - Real Estate Law Howard Rubinoff - Banking and Finance Law Leneo Sdao - Real Estate Law Immi Sikand - Immigration law Michael S. Slan - Natural Resources Law Charles W. Skipper - Construction Law Colleen Spring Zimmerman - Intellectual Property Law Avi Sugar - Real Estate Law William J. Taggart - Aboriginal Law / Indigenous Practice Scott Venton - Insolvency and Financial Restructuring Law Mary Wahbi - Trusts and Estates Larry Winton - Real Estate Law --- - Published: 2023-07-20 - Modified: 2023-07-20 - URL: https://www.foglers.com/2023-2024-oba-section-executives/ - Categories: Announcement We are pleased to share that the following lawyers will play important roles as members of the 2023-2024 OBA Section Executives. Kathryn Balter, incoming Vice Chair, OBA Trusts & Estates Law Alexander Evangelista, incoming Public Affairs Liaison, OBA Young Lawyers Division (Central) Samantha Green, incoming Vice Chair, OBA Civil Litigation William Taggart, incoming Technology Liaison, OBA Aboriginal Law --- - Published: 2023-06-29 - Modified: 2023-07-05 - URL: https://www.foglers.com/economic-development-corporations-strategic-partnerships-joint-ventures-structuring-governance-taxation-and-sovereign-wealth-planning/ - Categories: Speaking Engagement Gary Kissack and Brian Gosse will present at the 29th Annual Conference & AGM for the Council for the Advancement of Native Development Officers (CANDO) which is being held at Membertou First Nation. Their session will focus on best practices in structuring the ownership of Indigenous economic development entities. --- - Published: 2023-06-20 - Modified: 2023-06-21 - URL: https://www.foglers.com/celebrating-pride-with-lisa-delcol-from-pflag/ - Categories: Diversity & Inclusion As part of Pride month, Foglers welcomed Lisa DelCol from Toronto PFlag. Toronto PFlag is a non-profit organization that promotes the health and well-being for LGBTQ2S+ people and their families together through support and education. Lisa spoke to our firm about "How to be an Ally. " Her presentation covered important topics like coming out at work, the power of allies and what you can do to make your workplace more welcoming. --- - Published: 2023-06-05 - Modified: 2023-06-05 - URL: https://www.foglers.com/paul-penna-djds-25th-anniversary-honouree/ - Categories: Announcement Congratulations to Karen Rosen who was honoured at the Paul Penna DJDS's 25th Anniversary Gala. Dedicated to her clients and her community, Karen is a tireless advocate and deserving leader. Congratulations on this recognition! --- - Published: 2023-05-18 - Modified: 2025-03-11 - URL: https://www.foglers.com/fogler-rubinoff-ranked-as-one-of-ontarios-top-10-regional-firms/ - Categories: Announcement, Recognition We are thrilled to announce that Fogler, Rubinoff LLP has been voted as one of the top three law firms by Canadian Lawyer Magazine in their annual ranking of leading Ontario Regional Firms. Canadian Lawyer Magazine surveyed lawyers, in-house counsel and clients from across Canada to nominate firms worthy of being ranked, and then created an open survey from that list which was distributed throughout the publication’s channels. Voters were asked to make their choices based on each firm’s “regional service coverage, client base, notable mandates, service excellence and legal expertise. ” Thank you to our peers, colleagues and clients for once again recognizing us with this honour, and congratulations to all of the firms ranked in the survey this year. Click here to read the full rankings in Canadian Lawyer Magazine. --- - Published: 2023-05-15 - Modified: 2023-08-24 - URL: https://www.foglers.com/mondaq-thought-leader-award/ - Categories: Announcement, Recognition Congratulations to April Gougeon, Bill Hearn and Ronald Davis for winning a Mondaq 2023 Thought Leader Award for their article: What's Ahead in 2023 for Privacy and Cybersecurity Law. The award showcases top authors based on readership across 15 countries and multiple areas of law. --- - Published: 2023-05-15 - Modified: 2023-05-15 - URL: https://www.foglers.com/icsc-canadian-law-conference/ - Categories: Speaking Engagement Our Commercial Leasing Team will be at the ICSC + Canadian Law Conference. Alex Kolandjian and Aida Nabavi will co-lead the discussion on How to Deal with Abandoned Property and Steve Cygelfarb will lead the roundtable on Top Ten Items for Tenant's Checklists in Reviewing Landlord's Form of Offer. --- - Published: 2023-04-27 - Modified: 2023-05-15 - URL: https://www.foglers.com/engaging-with-your-condo-engineer/ - Categories: Speaking Engagement On April 27th David Thiel will share his perspective on what condominium boards need to know when engaging engineering consultants. This Community Association Institute - Canada webinar will cover the effective maintenance and restoration of condominium buildings and how it can be challenging for condominium boards to determine when to engage these consultants. The decision-making process involves various considerations, including the necessity for a designed scope of work, the need for a building permit, and ensuring that the service contractor's quote covers the right equipment. To explore these matters, our panel of industry engineering experts will discuss the optimal threshold for engaging engineering consultants and provide guidance on properly defining the scope of work. Furthermore, the panel will address some crucial engineering hot topics such as the aging of pipe liners and their failure as well as incomplete expansion systems installed for fan coil hydronic risers. For more information and to register click here. --- - Published: 2023-03-15 - Modified: 2023-05-15 - URL: https://www.foglers.com/2slgbtq-firm-hop/ - Categories: Announcement, Diversity & Inclusion Calling all 2SLGBTQ+ law students who will be applying to recruits in Toronto in 2023! We hope you’ll join us at this year’s in-person Toronto 2SLGBTQ+ Firm Hop. The Canadian Association of LGBTQ2S+ Lawyers is proud to be organizing the 2023 Toronto 2SLGBTQ+ Firm Hop, taking place from Monday, March 13, to Friday March 17, 2023. Students are able to choose which firms they're interested in touring (each firm tour lasts 1 hour) but must choose a minimum of 7 (with the maximum number of available firm tours being 26). --- - Published: 2023-03-03 - Modified: 2023-05-15 - URL: https://www.foglers.com/obas-your-first-civil-trial/ - Categories: Speaking Engagement Alexander Evangelista will Co-Chair the Ontario Bar Association's "Your First Trial" program on March 3, 2023. The program features prominent litigators such as Fogler, Rubinoff LLP's Martine Garland, who will demystify the civil trial process and share their experience and insights on the fundamentals of trial preparation and technique. --- - Published: 2023-03-01 - Modified: 2023-03-01 - URL: https://www.foglers.com/fogler-rubinoff-llp-recognized-in-the-2023-canadian-legal-lexpert-directory/ - Categories: Announcement, Recognition Congratulations to our Partners on being recognized as leading lawyers in the 2023 Canadian Legal Lexpert® Directory. Steven A. Cygelfarb – Property Leasing Jeffrey Goldenberg – Property Development Bill Hearn – Advertising & Marketing Law Katherine Hensel – Aboriginal Law Eric Hoffstein – Estate & Personal Tax Planning and Estate Litigation Alex Kolandjian – Property Leasing and Lawyers to Watch Ken Movat – Construction Law Karen Rosen – Asset Based Lending and Banking & Financial Institutions Vickie Wong – Banking & Financial Institutions Each lawyer was selected based upon a comprehensive annual survey, ongoing since 1994. They are acknowledged as leaders in their respective fields and are prominent lawyers in their practice areas.   --- - Published: 2023-02-02 - Modified: 2023-05-15 - URL: https://www.foglers.com/from-pandemic-to-endemic-adapting-the-workplace-to-recurring-viral-threats/ - Categories: COVID-19 Resource, Speaking Engagement Workplace policies that ensure businesses can continue in the face of viral threats have become imperative. Diana Saturno will be part of a Lancaster House Publishing employment law panel discussing infection control and prevention measures as well as flexible working arrangements. --- - Published: 2023-01-27 - Modified: 2023-01-27 - URL: https://www.foglers.com/nalp-virtual-canadian-diversity-summit/ - Categories: Diversity & Inclusion, Speaking Engagement Luciana Andrade co-presented at the NALP Virtual Canadian Diversity Summit as part of the Building a Sense of Belonging panel. Luciana discussed how we can create an inclusive environment for internationally trained lawyers in Canada. --- - Published: 2023-01-05 - Modified: 2023-05-15 - URL: https://www.foglers.com/top-appeals-of-2022/ - Categories: Speaking Engagement Martine Garland is co-chairing this OBA program on the top appeals from the Courts in 2022. All litigators, whether in-house or external counsel, will benefit from this update on some of the Court’s top decisions, and their impact on the law. --- - Published: 2022-11-17 - Modified: 2022-11-17 - URL: https://www.foglers.com/footing-the-bill-costs-awarded-against-omvic/ - Categories: Announcement In the first decision of its kind, Fogler, Rubinoff lawyers Justin Jakubiak and Adam Varro were successful in obtaining a cost award against the Ontario Motor Vehicle Industry Council (OMVIC), Ontario's motor vehicle sales regulator. The application was made further to our client's successful appeal to the Licence Appeal Tribunal (LAT) of OMVIC's proposal to refuse his salesperson's licence on account of alleged improper conduct as a sales manager of a large franchise dealership. In her decision, the presiding member acknowledged the high burden to achieve a cost award but found it unreasonable that "the Registrar continued the hearing to completion (a startling 13 days of evidence), despite the case... showing multiple weaknesses early on and throughout the hearing. " The presiding member further found that OMVIC acted unreasonably by failing to entertain numerous offers to settle made before and during the hearing.   Costs are rarely awarded at the LAT, and we are unaware of another decision where they have been awarded against a regulator. This decision serves as an important precedent for future instances where a regulator unreasonably pursues its case and in doing so causes unnecessary expense and prejudice to an applicant's ability to participate in their industry of choice. The full decision can be found here. Irani and Khan v. Registrar, Motor Vehicle Dealers Act, 2002, 2022 ONLAT MVDA 13303/13307Download --- - Published: 2022-11-17 - Modified: 2022-11-17 - URL: https://www.foglers.com/interview-clarity-please-pity-the-poor-regulators-tasked-with-sorting-out-a-900-billion-dollar-digital-asset-industry/ - Categories: Interview With the ongoing crypto drama of 2022, and the spectacular blow-up of Bahamas-based crypto exchange FTX, the financial world is screaming for regulators to do "something. " Rick Moscone shares his perspective on this hot topic and the need for DeFi regulations with the CBA's The National magazine. Click here to read Rick's perspective in the article "Clarity, Please" --- - Published: 2022-11-04 - Modified: 2022-11-04 - URL: https://www.foglers.com/dealing-with-digital-assets-on-death/ - Categories: Speaking Engagement The definition and scope of digital assets is ever-evolving as technologies develop. Our social, financial, personal and professional landscapes have undergone a shift with the advent of YouTube, Twitter, and Bitcoin (to name a few digital products). It is no surprise then, that the existing legal frameworks are either silent or ineffective when it comes to dealing with digital assets within an estate.   On November 7, Ashley Naipaul and Kathryn Balter of our Wills and Estates team will be speaking at the 2022 ALCO/Government of Ontario Educational Conference on the topic of Dealing with Digital Assets on Death. There is currently no legislation in Ontario that governs the issue of access to and disposition of digital assets upon an asset-holder’s death. As a result, estate trustees are left to navigate this issue in the context of privacy law (i. e. PIPEDA), service agreements (which are often subject to governing laws outside of Canada) and estate law principles.   Individual testators may try to fill the gap by expressing their wishes for the transfer of their digital assets in their will, however, an estate trustee’s ability to implement these wishes is hampered when he or she is not provided with the necessary credentials (i. e. passwords, a digital wallet, etc. ).   Given that digital assets are varied, it is also difficult to assess their value for estate purposes and, relatedly, the extent to which an estate trustee is justified in pursuing access to a given digital asset.   In this session, Ashley and Kathryn seek to provide an overview of: the nature and types of digital assets that may form part of an estatethe intersection between privacy law, estates law, and service agreements as it relates to access to digital assets; andthe practicalities of dealing with digital assets as part of estate administration. --- - Published: 2022-11-01 - Modified: 2022-11-01 - URL: https://www.foglers.com/the-listed-issuer-exemption-explained/ - Categories: Interview Dom Mannella appeared on CSE TV's Ask an Expert, to discuss with James Black the Listed Issuer Financing Exemption, a set of amendments introduced by the Canadian Securities Administrators to facilitate capital raising with a focus on small reporting issuers. In the interview, Dom covered the basics around this exemption including: eligibility criteria for issuers; restrictions on use-of-proceeds; disclosure obligations for issuing companies ;role of an agent; investor rights; and, the impact of the exemption, which takes effect on November 21, and has the potential to change the landscape for raising capital in Canada. https://youtu. be/y8k6Ly_VLew --- - Published: 2022-10-11 - Modified: 2022-10-11 - URL: https://www.foglers.com/foglers-is-acting-for-the-intervener-before-the-scc-in-a-landmark-constitutional-case-with-respect-to-indigenous-peoples-inherent-jurisdiction-over-their-children/ - Categories: Announcement On October 7, the Inuvialuit Regional Corporation (IRC), was granted leave to intervene at the Supreme Court in the appeal of the Quebec Court of Appeal reference case on An Act respecting First Nations, Inuit and Métis children, youth and families. This will be a landmark constitutional case with respect to Indigenous peoples’ inherent jurisdiction and legislative authority over the well-being of their children, youth, and families. Katherine Hensel, lead counsel to IRC, noted that the Inuvialuit child wellbeing law, Inuvialuit Qitunrariit Inuuniarnikkun Maligaksat, is set to come into force and effect in November, 2022, and that the Inuvialuit law’s administration and operation “will be directly impacted by the outcome of the Court’s decision in this case, as will the laws being developed across Canada by other Indigenous governing bodies. ” The date for the hearing at the Supreme Court is scheduled for December 7 & 8, and the Court’s decision will be released in 2023. IRC is represented in the case by Katherine Hensel and Kristie Tsang of Fogler, Rubinoff LLP --- - Published: 2022-10-04 - Modified: 2022-10-04 - URL: https://www.foglers.com/the-2022-condo-conference/ - Categories: Speaking Engagement At The Condo Conference, Carol Dirks spoke about effective communication. Her panel discussed delivering messaging for community compliance and transparency, efficient reporting structure resulting in shorter condo board meetings, the art of complaining to get results and everything in between! Fogler, Rubinoff LLP was also a Gold Sponsor at this year's Condo Conference. --- - Published: 2022-09-30 - Modified: 2022-10-04 - URL: https://www.foglers.com/national-day-for-truth-and-reconciliation/ - Categories: Diversity & Inclusion On this National Day for Truth and Reconciliation, we came together as a firm to hear from Tim O'Loan. Tim shared his perspective with frank honesty on reconciliation and his own healing journey. We encourage everyone to take the time to reflect and learn about the harm committed against Indigenous Peoples and begin putting reconciliation into action as allies. --- - Published: 2022-09-04 - Modified: 2022-09-13 - URL: https://www.foglers.com/welcome-back/ - Categories: Announcement We are thrilled to welcome back in-person our 2022-2023 Articling Students. Learn more about each of them and their experiences on the students@foglers section of the website. --- - Published: 2022-08-10 - Modified: 2022-08-15 - URL: https://www.foglers.com/congratulations-to-sasha-kraus-on-achieving-the-prestigious-trust-and-estate-practitioner-designation/ - Categories: Announcement Wills & Estates Associate, Sasha Kraus is a recipient of the prestigious Trust and Estate Practitioner (TEP) designation. The TEP designation formally distinguishes qualified practitioners from non-specialists, and offers a competitive advantage in attracting clients. --- - Published: 2022-07-25 - Modified: 2022-08-03 - URL: https://www.foglers.com/comparison-of-key-provisions-in-canadas-proposed-artificial-intelligence-and-data-act-canadas-aida-to-their-counterparts-in-the-eus-proposed-artificial-intelligence-act-eus-ai-act/ - Categories: Article Table comparing Canada's proposed AIDA to EU's proposed AI Act - August 3, 2022Download --- - Published: 2022-07-11 - Modified: 2024-10-04 - URL: https://www.foglers.com/remembering-michael-h-appleton-q-c/ - Categories: Announcement It is with deep sadness that we announce the passing of our Partner, friend and colleague, Michael H. Appleton, Q. C. Michael passed away on July 10, 2022. Following his graduation from Osgoode Hall Law School in 1964, he practiced law for 56 years and was the Managing Partner for 33 years. During that tenure he oversaw the almost five-fold growth of our firm. Michael was instrumental in building this firm and its continued success since the merger of Siegal, Fogler and Rubinoff & Rubinoff in 1982. Fogler, Rubinoff LLP would not be what we are today without Michael’s leadership, business acumen, wisdom and sense of humour. His deep commitment to our clients and our firm was something we all admired. Our hearts are with Michael’s family, who always mattered the most to him. He will be deeply missed by everyone who was privileged to work with and learn from him. --- - Published: 2022-06-22 - Modified: 2023-06-21 - URL: https://www.foglers.com/celebrating-pride-2022/ - Categories: Diversity & Inclusion June is Pride month; a celebration of the significant impact that LGBTQ+ individuals have had on history locally, nationally, and internationally. And what better way to celebrate than by honouring these achievements. Pride is a testament of the power that individuals have in bringing about social change and is also a reminder of the struggles and sacrifices that have, and continue to, take place for change to occur. As part of Pride month, we will be hosting Kimahli Powell on June 22nd, to speak about his contributions to the LGBTQ+ community. Kimahli is the Executive Director at Rainbow Railroad, a not-for-profit that helps LGBTQ+ people who are experiencing persecution, harassment or violence in their home countries. --- - Published: 2022-06-20 - Modified: 2022-06-28 - URL: https://www.foglers.com/2022-2023-oba-section-executive/ - Categories: Announcement Congratulations to the following lawyers elected to the 2022-2023 OBA Section Executives Kathryn Balter, Trusts and Estates Law - SecretaryAlexander Evangelista, Younge Lawyers Division - Member-at-largeSamantha Green, Civil Litigation - CPD LiaisonJared Schwartz, Health Law - Member-at-large --- > Carol Dirks will be a presenting at the CAI Condo Conference - Published: 2022-06-07 - Modified: 2022-06-07 - URL: https://www.foglers.com/snakes-and-ladders-the-traps-and-tricks-of-condo-litigation/ - Categories: Speaking Engagement Carol Dirks will be on the Condo Legal Roundup panel at this year's CAI Condo Conference. This informative session will look at some of the pitfalls that are associated with condominium litigation, and how to avoid them in your condo community. Small decisions can have big consequences, and the panel will provide some practical tips and solutions to avoid litigation and contentious situations in your condo. --- - Published: 2022-06-06 - Modified: 2022-06-07 - URL: https://www.foglers.com/secured-transaction-essentials-for-business-lawyers/ - Categories: Speaking Engagement Karen Rosen presented at the OBA's Secured Transaction Essentials for Business Lawyers on the topic of "Negotiating and Issuing Transaction Opinions". Back by popular demand, this foundational program provided essential and practical advice on how to approach aspects of secured financing transactions and personal property security law in Ontario, as well as how they have been impacted by the global pandemic. --- - Published: 2022-06-02 - Modified: 2022-06-16 - URL: https://www.foglers.com/aboriginal-law-update-emerging-issues-and-game-changing-cases/ - Categories: Speaking Engagement Bill Taggert will co-chair this annual OBA Aboriginal Law Program on June 22, 2022 Join the OBA at their annual conference and get up to speed on the emerging issues and latest substantive developments that are impacting the practice of Aboriginal law in Ontario and Canada. With a particular focus on the changing legal scenery in Aboriginal title and rights, our exceptional faculty will walk you through the most important recent cases and provide valuable insights to implement in your practice. Learn more about the interpretation of treaty rights in a modern context as well as practical strategies for pursuing treaty annuity claims. In addition, join Honourable Justice Sébastien Grammond of the Federal Court for a thought-provoking discussion about recognizing Indigenous law. To Register and View the Entire Program Click Here --- - Published: 2022-05-04 - Modified: 2022-05-04 - URL: https://www.foglers.com/connect-with-your-future-2l-open-house/ - Categories: Announcement Interested in learning more about our 2L Summer Program? Join Myriah Graves, Director of Professional Development, on Wednesday June 15th, as we open our doors virtually to 2L law students, Register today and find out what makes Fogler, Rubinoff LLP such a great place to work. RSVP to Madeline Jennings at mjennings@foglers. com --- - Published: 2022-04-28 - Modified: 2022-05-04 - URL: https://www.foglers.com/myriah-graves-recognized-with-a-nalp-service-excellence-award/ - Categories: Recognition Congratulations to Myriah Graves, Director of Professional Development, on being the recipient of a NALP Service Excellence Award. The award recognize volunteers who go above and beyond making notable contributions to the organization and its members. According to NALP’s Board of Directors “Myriah adds tremendous value to everything in which she is involved. NALP, its members, and the students and attorneys we serve have all benefited from Myriah's thoughtful and effective leadership in helping to refine and develop programming that effectively serves NALP and the legal profession. " Myriah was recognized for her exceptional leadership as the Chair of NALP's Canadian Section in 2020-2021, Co-Chair of the Diversity and Inclusion Work Group in 2021, and for taking the lead in developing NALP's Canadian Winter Meeting in December 2021. --- - Published: 2022-04-04 - Modified: 2022-04-04 - URL: https://www.foglers.com/countdown-to-launch-of-igaming-in-ontario/ - Categories: Article Ontario’s competitive iGaming market went “live” on April 4.   It is expected that the competitive market will have 30 to 40 operators – both grey market operators who are transitioning to the Ontario-regulated market and new entrants, some of whom are based in Ontario and other parts of Canada. While not all will be launching on April 4, most will launch over the next several weeks. With their launch will come marketing of iGaming products and the operator brands – some well-known, others less known, and others new to the space. Don Bourgeois, Chair of the Canadian Marketing Association's Internet Gaming Committee outlines what it means for iGaming operators and their advertising activities in this highly regulated industry. Read about it in the CMA article Countdown to launch of iGaming in Ontario --- - Published: 2022-04-04 - Modified: 2022-05-04 - URL: https://www.foglers.com/giving-back-lawyers-feed-the-hungry/ - Categories: Community Last week, Fogler, Rubinoff's annual meal sponsorship to Lawyers Feed the Hungry, provided 250 people with a much-needed warm meal. Although we were unable to be there in person, we were glad to support this important program in our community. --- - Published: 2022-03-09 - Modified: 2022-03-11 - URL: https://www.foglers.com/interview-panel-discusses-gender-bias-and-their-legal-efforts-to-advance-equality-at-iwd-event/ - Categories: Diversity & Inclusion, Interview Katherine Hensel was a guest speaker at the Law Society of Ontario's International Women's Day event where women leaders shared their experiences and barriers that they overcame to sustain their legal careers. According to Katherine, who was one of ten featured speakers, "Senior counsel are obligated to address the challenges mothers face in the profession and call out any undue new barriers that make it even harder to carry out their legal practice. " To read the Law Times article, click here. --- - Published: 2022-03-08 - Modified: 2025-06-10 - URL: https://www.foglers.com/introducing-womenfoglers/ - Categories: Announcement, Diversity & Inclusion Foglers takes pride in recruiting, supporting, and fostering the careers of women lawyers. In honour of International Women's Day, weare thrilled to announce the creation of our women@foglers mentorship program, spearheaded by Teodora Prpa and Hailey Abramsky, two young and driven female lawyers at our firm. women@foglers is an internal program designed to cultivate our firm’s female talent by maximizing career development through guidance, support and one-to-one mentoring. --- - Published: 2022-03-08 - Modified: 2022-03-08 - URL: https://www.foglers.com/lexpert-ranked/ - Categories: Recognition Congratulations to our Partners on being recognized leading lawyers in the 2022 Canadian Legal Lexpert Directory. Steven A. Cygelfarb - Property LeasingAlbert M. Engel - Environmental LawMaurice V. R. Fleming - Asset Equipment FinanceMichael B. Fraleigh - Medical NegligenceBill Hearn - Advertising & Marketing LawKatherine Hensel - Aboriginal LawEric Hoffstein - Estate & Personal Tax Planning and Estate LitigationKaren Rosen - Asset Based Lending --- - Published: 2022-03-08 - Modified: 2022-03-08 - URL: https://www.foglers.com/giving-back-to-the-ryerson-community-and-small-businesses-in-the-gta/ - Categories: Community We sat down with Micheline Gray-Smith, who volunteers her time at the Ryerson Law & Business Clinic. The Law & Business Clinic provides free legal services in a variety of business law matters to entrepreneurs and small businesses that cannot afford to retain a lawyer. Micheline shared with us her experience and the mentorship opportunities she has been able to provide. Micheline, tell us how you got involved with the Ryerson Business & Law Clinic? I was first introduced to the organization as a first-year Associate by Rick Moscone. Seeing a Partner with a full practice make the Clinic a priority, tells you that it's something important. His commitment inspired me to stay involved with the Clinic and my role has evolved over time. At the beginning, I was working with one group of students and I would supervise their work, provide them with precedents, give them instructions on how to communicate with clients, and coach them through the process of advising clients. Now, in addition to providing that guidance, I have taken on a mentorship role to coach our first-year Associates alongside the group of volunteer Ryerson students and I supervise the whole process – answering any questions and guiding the our Associates, the student volunteers and the Clinic's clients through the program. The reason I stay involved in the program is twofold: one it's helping under-served individuals and businesses who need legal services and potentially don't have the resources to pay for them and secondly, it is being able to provide students with exposure to the practice of law, which can help them decide whether they want to pursue attending law school. I have mentored four cohorts of students and being able to stay in touch with them over LinkedIn and see what they've done with their careers after graduating from the Ryerson Law & Business Program is really interesting – especially when they decide to go to law school in part because of conversations and experiences I've shared with them. What advice would you give to a new lawyer who is looking for more opportunity to give back to their own community?   I would say the most important thing is finding something that is rewarding for you personally because that will give you that extra boost in your contribution. For example, when I was in law school, I was involved in a similar law clinic program. It's something that I really enjoyed as a law student. Now that I'm participating in this program as a lawyer, I remember what it was like as a law student – not really knowing what my career would look like; not knowing what practice area I would pursue; and discovering that along the way. It's really rewarding for me to see students discovering what they want to do and how they want their careers to unfold. It gives me energy, a sense of purpose, and encourages me to dedicate the time because I know what it was like, especially having graduated so recently. Does this experience give you a different perspective, which you can bring to your law practice? Helping the businesses in this program is really interesting because you get to see their growth from a start-up stage as they figure out how to structure their business. After three years, I can look back at the companies we helped initially and see how the decisions that we made together impacted the trajectory of the business. The experience has even helped me when working with our firm clients, whose businesses are more established, because I now understand why their entity is set up the way it is and what challenges they might have faced early on. Seeing the whole evolution and working with entrepreneurs is inspiring. I can understand how they got to where they are now and what types of decisions they had to make at a really early stage that led them to where they are. Sometimes it is about what legal advice they should have gotten -- but didn't, and how we fix that at the point when they seek our advice. The reason I stay involved in the program is twofold: one it's helping under-served individuals who need legal services and potentially don't have the resources to pay for them and secondly, it's being able to provide students with exposure to the practice of law, which can help them decide whether they want to pursue attending law school. What has been the most rewarding aspect about volunteering with the Clinic? Do you have an anecdote about an experience that really moved you? Firstly, it's a great opportunity to grow as a lawyer. Particularly as a young lawyer, it was a chance to interact closely with clients and be their main point of reference. Secondly, being able to give back to the legal community because we were all in that position at one point. Wondering whether we should go to law school and whether it was the right path for us and looking for someone who can give you that kind of guidance and mentorship. If you can be that for a student, it's very rewarding. Thirdly, I enjoy seeing the impact that some of the services and advice the students provide have on the Clinic's clients. We work with entrepreneurs who are taking a risk in starting something new, who are looking to pursue what is often a lifelong vision and start their business. Being able to contribute to that dream, even in a small way, is really rewarding. To learn more about Ryerson Business Law Clinic visit: https://www. ryerson. ca/tedrogersschool/lawbusinessclinic/ --- - Published: 2022-02-24 - Modified: 2022-02-28 - URL: https://www.foglers.com/iam-strategy-300-global-leaders/ - Categories: Recognition Congratulations to Kevin Shipley on being one of only 35 Canadians listed in the 2022 IAM Strategy 300 Global Leaders Guide. A slot in the 300 Global Leaders is a mark of a professional whose approach to intellectual property is recognized by clients and peers as truly strategic in nature. --- - Published: 2022-02-23 - Modified: 2022-02-28 - URL: https://www.foglers.com/celebrating-black-history-month-with-the-hon-jean-augustine/ - Categories: Diversity & Inclusion In celebration of Black History Month, we had the pleasure of hosting a virtual event to hear and learn from the Honourable Dr. Jean Augustine, social justice advocate and the first African-Canadian woman elected to the House of Commons. Everyone in attendance was inspired by her story and career, and her historic role in passing the landmark motion to designate February as Black History Month in Canada. --- - Published: 2022-02-08 - Modified: 2022-03-07 - URL: https://www.foglers.com/foglers-joined-forces-with-5-other-firms-to-hold-a-winter-clothing-drive-to-support-new-circles-community-services/ - Categories: Community It has been a frigid start to 2022 so we were happy to participate in a winter clothing drive to to support New Circles Community Services Foglers along with our friends at Paliare Roland Rosenberg Rothstein LLP, Adair Goldblatt Bieber LLP, WeirFoulds LLP, Weintraub Erskin Huang LLP and Israel Foulon Wong LLP were able to collect and donate hundreds of pre-loved winter coats, hats, scarves, glove shoes and boots to support the clients of New Circles Community Services in its efforts to #KeepTorontoWarm. --- - Published: 2022-01-28 - Modified: 2022-03-07 - URL: https://www.foglers.com/supporting-ground-breaking-cancer-research-a-profile-on-bonnie-fish-and-her-volunteer-on-the-board-of-the-israel-cancer-research-fund/ - Categories: Community We sat down with Bonnie Fish, who serves as the Board President for the Israel Cancer Research Fund, to hear about her experience being part of an organization that for the past 45 years has helped support scientists in Israel make major breakthroughs in cancer research. Bonnie, tell us how you got involved with the Israel Cancer Research Fund (ICRF)? I was first introduced to the organization through my colleagues, and current ICRF board members, Ian Kady and Tammy Anklewicz, who invited me to attend a number of ICRF fundraising events including, their Women of Action event which recognizes women for their achievements in health sciences, community, philanthropy and business. At that time, I had recently lost a close friend to cancer and after learning more about the history of the organization and the cancer research ICRF was funding, I decided I wanted to do more to give back to this cause and to honour my friend. So I joined the Board and then spent a year on the Executive Committee and now I am in the third year of my term as Board President. In your opinion, what is the most important work that this organization does? ICRF's mission is to support the best and brightest scientists conducting ground breaking cancer research in Israel. What stands out about this organization is that the funds raised for ICRF go directly to life-saving scientific research and not to "bricks and mortar. " Annual grants are given directly to Israeli cancer researchers at all of the leading academic and biomedical research centers in Israel. To date ICRF has contributed more than $83 million to support over 2,700 grants for Israel based cancer researchers. ICRF has funded scientists who went on to make incredible medical breakthroughs in cancer including discoveries which led to the development of Gleevec, an important treatment for leukemia, and Doxil, a drug for the treatment of ovarian, breast and AIDS related cancers. Two ICRF-funded scientists (Professors Avram Hershko and Aaron Ciechanover of the Technion-Israel Institute of Technology) received the 2004 Nobel Prize in chemistry. Choosing to serve on a non-profit board of directors enables you to become an integral part of solving problems in your community. Similarly, as a lawyer, much of your time is spent solving problems. Does this experience with the ICRF give you a different perspective, one which you can bring to your law practice?   Absolutely. The not-for-profit world is a whole world unto itself and it has been a very different experience from my law practice. In my volunteer role, the experiences and connections I've made have enhanced my understanding of the world outside of the law and have given me a much broader perspective. I feel like everything that you do outside of your legal practice in a volunteer capacity, adds a new dimension to your work and a better understanding of the people that you deal with on a regular basis. What advice would you give to a new lawyer who is looking for the opportunity to give back to their own community? That's a really great question. I would say in my very earliest days of practice when I was struggling with not only my own time commitments to the practice, but also raising a family, I would have found it extremely hard to commit to doing something at this level, like being President of a Board. However, even early on in my career, I would always try to get involved with something – a charity walk, volunteering at a soup kitchen, donating food and clothing to those in need and I'd get my family involved. Small commitments at first. Making the time to help out a cause or support a charity even if just for a few hours, allowed me to feel like I was doing something other than being a lawyer. As time went on, I was able to give back more and build upon those experiences. Then one day you reach a point in your career where you have some connection to a charity, either through a colleague or experience and you are able to take the next step and play a bigger role in giving back to that cause. It is very satisfying when that moment comes. To learn more about Israel Cancer Research Fund visit: https://www. icrf. ca/ --- - Published: 2022-01-28 - Modified: 2022-02-08 - URL: https://www.foglers.com/bell-lets-talk-day-2022/ - Categories: Diversity & Inclusion I'm listening. Keep talking. Four powerful words. Today is #BellLetsTalk day, and this year's campaign encourages everyone to keep listening, keep talking about mental health, and keep being there for each other. Bell Let’s Talk Day is an important day to discuss and create awareness around mental health. This year our firm came together virtually to hear from Dr. David Goldbloom from CAMH, who talked about common misconceptions about mental illness and shared insights for supporting mental wellness. --- - Published: 2022-01-21 - Modified: 2022-03-07 - URL: https://www.foglers.com/giving-back-to-a-cause-close-to-home-a-profile-on-michael-fraleigh-and-his-volunteer-work-with-the-alzheimers-society-of-ontario-and-temple-sinai-congregation-of-toronto/ - Categories: Community To say Michael Fraleigh likes to help is an understatement. In addition to his busy health law practice, he manages to spend a considerable amount of time giving back to his community. According to Michael, who is the President of Temple Sinai Congregation of Toronto and on the Board of Directors for the Alzheimer's Society of Ontario, "when you invest the time and energy to volunteer, you are investing in yourself just as much as the causes you support. " For almost two decades, Michael has been involved in leadership roles with both the Alzheimer's Society of Toronto and now the Alzheimer's Society of Ontario. When asked about how he became involved in his various volunteer commitments he jokingly replies "Most of the time you get involved because someone ropes you in. " Joking aside, as a community based organization, Michael plays an important role in helping to direct the Alzheimer's Society of Ontario's strategic focus and fundraising efforts. He says, instead of focusing on research, the Alzheimer's Society of Ontario is focused on providing support to local chapters which provide programs, counselling and education, to support individuals and families who are affected by Alzheimer's. This shared purpose to create a community of support is a feature of the organization Michael highly values. Currently over 500,000 Canadians are living with dementia, a number that is set to reach 912,000 in 2030 due to a rapidly aging population. In addition to those who are themselves afflicted, one in five Canadians have experience caring for someone with the condition. Michael, whose father, mother and grandmother had suffered from dementia, with the latter two also having Alzheimer's, is able to relate to what many Canadians currently face. Having lived this experience prompted Michael to get involved, so that he could learn more and help others who are going through what he and his family went through. For many, choosing to serve on a non-profit board allows you to become an integral part of solving problems in your community. In addition to his work with the Alzheimer's Society, Michael is also the President of Temple Sinai Congregation of Toronto. Like many organizations, he has spent much of his time this past year working with the executive and staff to navigate the COVID-19 pandemic to help the Temple Sinai Congregation stay connected. When asked about his volunteer experience, and any advice he had for younger lawyers on the benefits of giving back to their community, he shared: "Volunteering provides you the opportunity to contribute in ways that are different from your day-to-day job. When you are focused on a common cause, you use and develop different skills and engage with people on a different level. " To learn more about the Alzheimer's Society of Ontario visit https://alzheimer. ca/on/en --- - Published: 2022-01-07 - Modified: 2022-03-07 - URL: https://www.foglers.com/a-regular-phone-call-can-make-a-world-of-difference-for-isolated-individuals-a-profile-on-aida-nabavi-and-her-volunteer-work-with-circle-of-care/ - Categories: Community It is common for many of us, especially older adults, to feel isolated and lonely. The COVID-19 pandemic has only made this isolation worse. Through Circle of Care's Phone Pal program, volunteers provide companionship and social contact to older adults through weekly phone calls. As a volunteer with the program, Aida Nabavi and her Pal, an elderly gentleman, communicate a couple of time a week – and sometimes every day. As his Pal, Aida's role is to check in with him on a regular basis to see if he has everything he needs including groceries and medication, and most of all to be his friend. Aida has been volunteering with Circle of Care since 2015 and is a champion of the Phone Pals program as she wholeheartedly aims to address her Pal's isolation and seeks to find ways to improve the overall qualify of his life. So Aida tell us how you first got involved with Circle of Care and what do you do as a volunteer? When I was in undergrad, I was looking for a volunteer opportunity that would work with my busy schedule and Circle of Care's Phone Pal program offered me that flexibility. The first Phone Pal that I was assigned to was an elderly gentleman who wanted to talk on the phone everyday as he was concerned about his health. From our first phone call and over the years, we developed a great friendship. It felt great being able to help someone else but also to find a friend. Generally with my Phone Pals, my role is to check in and see if they are doing well mentally and physically and if my Pal has everything they need. Simple things like asking someone how their day went; do they have plans; and giving them ideas for things they could do can make a big difference in someone's life if they are isolated. With my current Pal, who I have been matched with for two years, rather than speaking on the phone, we email frequently because as he was a Professor and writer before his retirement, he explained that he would be better able to express himself through emails. He often writes me beautiful and thoughtful messages about life, philosophy, and every day subjects and through this we have created a mutual friendship. He has written great books, which I have read and spoken to him about. Tell us what motivates you to stay involved year over year supporting this program? My motivation comes from identifying what my purpose in life is, which is to help others in need. As a Phone Pal, I am invested in these relationships and it hurts me to think that there is someone out there that feels lonely and isolated. However, knowing that I have the power to easily change that feeling of isolation and loneliness by providing my friendship motivates me to continue. Also, respecting our elders is a big part of my culture and I have been taught from an early age to love, respect, and help my elders. Lastly, this is a mutually beneficial volunteering role - not only have I been providing support for my Pal, but he also provides me with his time and genuinely cares for me. For example, if I mentioned to my Pal that I was not feeling well, he would check up on me and see how I am feeling. Despite the gap in our ages, we have become great friends. What has been the most rewarding aspect about volunteering with Circle of Care? Circle of Care started originally as a program for the elderly Jewish population in the city, but gradually over the years it expanded its services to individuals of other faiths and cultures. I believe part of what makes Circle of Care so successful is that the organization and its volunteers have created a very strong community—one that is focused on helping people in any way possible. In addition to the Phone Pal program, throughout COVID, Circle of Care provided volunteers to assist with meal deliveries, getting the elderly registered for vaccination clinics and arranged drivers, and many of us also got groceries and dropped them off for those who were unable to do it themselves. Every volunteer is always willing to lend a helping hand and the organization is very strong and supportive of its volunteers. Being in a strong organization who is organized and focused on reaching its purpose naturally drives one to continue supporting its mission and the people that it targets to assist. What advice would you give to other younger lawyers who are looking for the opportunity to give back to their own community? There are many opportunities to give back in our communities and it is very rewarding. We just need to prioritize our time efficiently and identify what is important for us in our lives. Volunteering adds a lot of meaning and purpose in our lives beyond our jobs. Not only do we contribute to the society, but volunteering is great for our own emotional and mental health. We get to connect with others and create genuine friendships with people who also care for others. It really takes a small part of our days to just listen and be a friend to someone else. Throughout this experience, I am very blessed and grateful to have met such a knowledgeable and genuine Phone Pal whom I call my friend. To learn more about Circle of Care and the Phone Pals program visit: https://www. circleofcare. com/phone-pals --- - Published: 2021-12-30 - Modified: 2022-01-31 - URL: https://www.foglers.com/remembering-bill-perks/ - Categories: Announcement We are saddened to inform you that our friend and colleague Bill Perks, passed away on Christmas Day. Bill Perks and Suzanne Hanson merged their boutique tax firm known as Perks & Hanson with Fogler Rubinoff's Tax, Wills and Estates Department on September 1, 2008. Bill has continued to be an active member of the firm during his semi-retirement in recent years. Bill obtained his accounting degree in 1974 and was called to the Ontario bar in 1976. He was well known by tax professionals, enhanced Fogler Rubinoff's reputation within the legal and accounting professions, and had a great passion for golf. His intelligence, sense of humour, and wisdom will be sadly missed by his many colleagues, clients and friends. He was an excellent lawyer who mentored and provided guidance to many lawyers in our firm. --- - Published: 2021-12-23 - Modified: 2022-03-07 - URL: https://www.foglers.com/playing-a-supporting-role-to-take-a-bite-out-of-hunger-a-profile-on-ron-davis-and-his-volunteer-work-with-lawyers-feed-the-hungry/ - Categories: Community For 19 years Ron Davis and some of Canada's finest musicians have donated their time and talents to bring music and cheer to the less fortunate at the annual Lawyers Feed the Hungry Christmas Dinner. The Lawyers Feed the Hungry program was established in 1998 to support those residents living with food insecurity, in poverty, or homelessness. It is one of the City's few year-round programs providing approximately 60,000 meals each year. For Ron, who volunteers with a number of organizations that support the Arts, volunteering with Lawyers Feed The Hungry has been one of his most rewarding experiences –allowing him to help those in need, and spread some holiday cheer through music. Ron, tell us how you first become involved with Lawyers Feed The Hungry? I had the privilege of being involved as a volunteer serving with the founder of the program Martin Teplitsky. When I started in the 90's, the program took place once a week and we served breakfast. The program has grown over the years to offer dine-in meals four times a week and has pivoted to take-out meals during the pandemic. As a volunteer with Lawyers Feed the Hungry, what did you do to help out? Early on my involvement consisted only of serving meals to those in need. However, sometime before 2000, I was asked, in addition to serving meals, to bring my band to perform for the annual Lawyers Feed the Hungry Christmas Dinner. I had no trouble rounding up some of the greatest musicians in Canada to come and volunteer their time play for two hours because the joy that we could see on the clients' faces at those holiday events was unimaginable. Music is the glue that brings us all together – and to be able to provide two hours of music, with some of the greatest jazz musicians in Canada, was really a joy. Through the program I had the pleasure of meeting a part of my community that I wouldn't otherwise have had the chance to meet. To my surprise, I even met many fellow musicians who were in the program. Given your experience with Lawyers Feed the Hungry has been so rewarding, what advice do you have for a young lawyer who is looking for opportunities to give back to the community? I have three pieces of advice for young lawyers looking to give back. First, in my experience it's about quality, not quantity. If there is a concern that you don't have five hours a week or ten hours a month to participate, then find a cause that moves you and interests you and do as much as you can. It might be five hours a year, or the odd email to your network to help promote the cause. Don't presume something is undoable if it is something that's meaningful and important to you. Second, don't lose sight of the fact that giving back to your community may impact your work as a lawyer as much as your work as a lawyer may impact your giving back to the community. Volunteering gives you a set of superpowers – it provides you with an understanding of your community and the people within it that you may not necessarily get from law. Finally, and perhaps most importantly, it is a mistake to focus on what contributing to the cause can do for you. Focus on what you can do for the cause without expecting anything in return other than contributing to the community. In my experience the rewards have always presented themselves when I've just thrown myself into something without expecting anything in return. It was always unintentional, but I can't tell you how many gigs I got just through performing for the Lawyers Feed the Hungry program. To learn more about Lawyers Feed the Hungry, visit http://www. lawyersfeedthehungry. ca/index. html --- - Published: 2021-12-22 - Modified: 2022-03-07 - URL: https://www.foglers.com/playing-a-supporting-role-giving-back-to-the-arts-a-profile-on-alex-kolandjian-and-his-volunteer-work-with-the-pomegranate-film-festival/ - Categories: Community Alex Kolandjian is a Partner in our Real Estate practice who volunteers his time behind the scenes at the Pomegranate Film Festival as part the organizing committee – a group of young Armenian professionals bound by a passion for film and culture. The Pomegranate Film Festival, established in 2006 stems from the Toronto Chapter of the Hamazkayin Armenian Educational and Cultural Society. Now in its 15th year, the Pomegranate Film Festival is a unique community event celebrating Armenian inspired films. Tell us how you got involved with The Pomegranate Film Festive? I actually met one of the founders of the festival through the Armenian Bar Association (he's also a lawyer). The festival focuses on Armenian-inspired film (be it the subject of a film, actors, directors, producers, etc. ) so being of Armenian descent, it hits close to home. Pair it with my love of film and it was a natural fit. In your volunteer role with the Festival, what are your activities and what do they involve? I'm the head of sponsorship, so I deal directly with a lot of our business and individual sponsors, try and find new sponsors and co-ordinate other volunteers. I also love being hands-on with the festival with everything from screening films, event planning, selling tickets and welcoming patrons to the films. From time to time, I also introduce the films during the festival and run Q&A sessions with actors/actresses, directors and producers.   You've been with the Festival for eight years, what motivates you to stay involved? It's a way of giving back to my community and promoting the arts. Like I said, I really enjoy the films as well and meeting some of the actors, directors, producers. The other volunteers, sponsors and patrons are also fantastic people and many have become close friends and even clients over the years. In your opinion, what is the most important work that the Pomegranate Film Festival does? The goal of the Festival is to promote the arts, give a voice to the voiceless and draw attention to issues around the world through film. We've screened films from over 60 countries over the years with over 37,000 attendees. Through our POMgrant bursary program, the festival provides up-and-coming and aspiring film makers with funding towards their cinematic efforts. What has been the most rewarding aspect about volunteering with this organization? The festival has an on-going program with a local Armenian high school where the students have been creating their own short films. It's amazing to see their work and be introduced to the next generation that will run the festival one day. I'm hoping that my daughter, Sophia, will take an interest when she is older. I'd love to think that the festival may inspire the next Atom Egoyan (The Sweet Hereafter, Ararat, Chloe, Remember) or Sev Ohanian (Searching, Run, Judas and the Black Messiah). Many of the films that we screen have serious subject matter, including genocide, human rights and war. It's amazing that the festival draws attention to those issues. While volunteering, you will meet people from all different walks of life. Have you had the experience where those paths cross with your law practice? Absolutely. I've gained clients through my involvement in the festival, from individuals to businesses for corporate, real estate and litigation work. Does this experience volunteering with the Pomegranate Film Festival give you a different perspective – that you bring to your law practice? It really lets me see things from a different perspective and appreciate the trials and tribulations of artists and small business owners. As a part of a non-for-profit organization, the goal of the festival is not to make money, but rather to cover its expenses and contribute to the arts and the next generation of film makers. In terms of my practice, this helps me by putting myself in the shoes of business owners and understanding their varying goals. What advice would you give to a new lawyer who is looking for an opportunity to give back to their community? Find something you're interested in (it doesn't have to have anything to do with the law), figure out how you can get involved and give back. Find the time (having an incredibly patient wife helps) and try to balance work, family and volunteering. To learn more about The Pomegranate Film Festival visit http://pomegranatefilmfestival. com/ --- - Published: 2021-12-20 - Modified: 2022-03-07 - URL: https://www.foglers.com/providing-a-warm-welcome-and-support-to-refugee-claimants-in-our-city-a-profile-on-adam-varro-and-his-volunteer-work-with-adam-house/ - Categories: Community Each year millions of refugees make the difficult decision to flee their homelands in search of a safe place to call home. For Adam Varro, an associate in our litigation practice, volunteering his time on the Board of Directors of Adam House to help refugees establish new lives in Toronto has been a rewarding experience. Adam House is more than just a shelter. The sense of community and friendship the envelops anyone who walks through their doors is shared by the staff, volunteers and residents – many of whom come back as volunteers themselves. Tell us how you got involved with Adam House? I was looking for a summer job in my first year of law school. My church's young adult Facebook page posted an ad for a Volunteer Summer Teams Coordinator with Adam House through the Canada Summer Jobs program. It looked like a good opportunity to get involved with an organization doing good work for vulnerable populations. I applied and got the job. The following summer I worked for Adam House on a part-time basis, and then I was asked to join the Board of Directors in 2018, where I have served since along with eight other board members. In your volunteer role on the board, what are your activities and what do they involve? As a Board member, I attend quarterly board meetings to discuss all matters relating to the operation of our properties (we now have three). Projects that the Board has discussed this year include the acquisition of our latest property (Booth House) and planning out a renovation project on the main property. I also assist in between meetings on sub-committees to provide strategic advice. I also try to stay active with Adam House simply as a member of the community. I attend their events throughout the year, including World Refugee Day, the Scotiabank Charity Challenge Run, and Friday night socials. I have gotten members of my church involved in these initiatives as well. Given your busy schedule what motivates you to stay involved?   It's the people that keep me motivated to stay involved. It can be difficult to set aside the time for my volunteer commitments, but I always feel fulfilled when I turn to my work with Adam House. Everyone on the Board is committed to helping Adam House thrive, and many board members have been serving for many years. Beyond the Board, I love seeing and interacting with the residents of the house, the staff, and the volunteers. There is a certain bond we all share in that we're working toward the same goal of helping refugees and making the transition to Canada easier for them. I've gotten to know various refugee families and individuals, many of whom have transitioned into comfortable and successful lives in Toronto and the GTA. Knowing these people have endured such hardship in their country of origin and seeing them approach life here with such positivity helps me remember how important this work is. In your opinion, what is the most important work that this organization does? Adam House gives refugee claimants more than a place to live, but a sense of community in an otherwise isolating and stressful time. Adam House supports refugee claimants financially, socially, and spiritually, addressing needs and meeting them. This requires time, patience, and creativity, and I am fortunate to be a small part of that good work. What advice would you give to a new lawyer who is looking for an opportunity to give back to their own community? Think about the causes you're passionate about and how to leverage any community involvement or networks you already have. You may not realize your unique skills and knowledge could be very helpful to an organization. You sometimes just need to ask if they need help. My primary sources for volunteer work are my church and the connections I made through my law school extracurricular activities. Keeping an open mind and staying in touch with people you enjoyed working or volunteering with can sometimes lead to really interesting opportunities. That is how I remain connected to Adam House, the Fair Change Legal Clinic, and Pro Bono Ontario. Does this experience with Adam House give you a different perspective, which you can bring to your law practice?   It helps me understand the specific needs of non-profit organizations from the perspective of a client. I see how important legal advice is to Adam House's everyday operations, such as a compliant employee manual, and larger scale things like acquiring a new property and Building Code compliance. It helps me bring a greater sense of duty to my practice when I'm advising clients on the best way to move forward in their disputes. While many of Adam House's matters can be dealt with by the organization's staff and directors, many require legal assistance, and that can be invaluable in resolving issues in a timely manner. Most of the subject matter I deal with through Adam House does not relate to my litigation practice at all, but I have been able to assist fellow board members and staff on a preliminary basis with certain legal questions. I often realize that I am maybe the only lawyer that some people know. To learn more about Adam House visit www. adamhouse. org --- - Published: 2021-11-16 - Modified: 2022-02-08 - URL: https://www.foglers.com/equality-diversity-and-inclusion-policy/ - Categories: Diversity & Inclusion Fogler Rubinoff (FR) supports the principles of equality, diversity and inclusion (EDI) which require fairness and respect to all individuals.   We strive to ensure that each and every person in our workplace and professional environment is valued regardless of their race, religion, gender, disability, sexual orientation, age or any other protected ground under the Human Rights Code. We recognize that all forms of discrimination, including discrimination against women, racialized persons, Indigenous persons, LGBTQ2+ persons, persons with disabilities, and religious groups, must be eliminated. EDI is intrinsic to the character and reputation of our firm, of who we are, and who we strive to be. To achieve these important goals we are committed to adopting EDI in all aspects of our firm culture. We strive to achieve EDI in hiring our staff and lawyers, in our relationships and daily interactions with the lawyers, staff, administration and clients of our firm, and in our dealings with other members of the legal profession. We are also committed to eliminating systemic discrimination, promoting equality, and preventing harassment in all aspects of our firm culture and in our relationships with our staff, lawyers, clients, other members of the profession and the public at large. We understand that ending systemic discrimination and promoting equality is important to the health, safety and job satisfaction of everyone at our firm and to our success as a business and professional organization. We understand that this is not just a professional and legal obligation but also the right thing to do. We are proud to publicly state the firm’s commitment to achieve measurable progress in EDI. To this end, we have created an EDI Committee to work on key areas that require attention and to review EDI action at our firm and create programs which teach and advance EDI principles for the entire firm.   EDI requires ongoing effort. The following is a summary of the principles we are committed to advancing and the initiatives we are working on to achieve them: Accountability Fogler Rubinoff is committed to ensuring that our offices are accessible to our staff and the public both physically and emotionally. To ensure accountability respecting our commitment to EDI we: have in place procedures to respond to discriminatory behaviour toward our clients, lawyers or employees in professional or community settings and to hold members of our firm accountable for discriminatory behaviour; and conduct internal diversity surveys on an ongoing basis which are reviewed by the EDI Committee and acted upon as appropriate. Respect and Understanding FR understands that respect and understanding are crucial to our EDI initiatives. We are willing to learn and expand our knowledge and core beliefs regarding race, racism and all forms of discrimination. In order to foster respect and understanding we acknowledge that: anti-black racism and discrimination against women, racialized persons, Indigenous persons, religious groups, LGBTQ2+ persons and persons with disabilities exists and must be eliminated;women, racialized persons, Indigenous persons, LGBTQ2+ persons, persons of various religious backgrounds, and persons with disabilities encounter barriers in their careers. Education Education is fundamental to our EDI policy. We acknowledge that EDI education is essential to serving our clients and to fostering an open and inclusive firm environment. FR is committed to educating members of the firm on concepts such as anti-racism, anti-oppression, and unconscious bias, in order to better work with and serve all members of our community. Our educational initiatives include: ongoing EDI training for all firm members focusing on anti-racism, discrimination, anti-oppression, and unconscious bias; offering and maintaining firm resources on anti-racism, equity, intersectionality, privilege, equality, inclusion, diversity, anti-oppression, unconscious bias, and anti-discrimination; maintaining an EDI page on our website;publishing a quarterly EDI newsletter to all firm members encouraging participation and learning about EDI issues;andreviewing this EDI policy annually and updating it as required. Inclusive Workplace FR is committed to creating an inclusive workplace which includes: supporting outreach programs and public associations which promote equality and inclusion; establishing safe avenues within FR to report and address non-inclusive behaviour and gaps in inclusion; encouraging positive recognition of diversity and differences to ensure all members of the firm feel safe, valued and welcomed; andfacilitating access to learning and development opportunities with regard to inclusivity. Recruitment FR believes that valuing and enhancing diversity and inclusion will help us attract and retain the best talent and better serve our clients. We are committed to creating a diverse workplace that reflects the community in which we live. Our goal is to attract, develop, and advance people of all backgrounds and genders. For this purpose FR has engaged in initiatives to: ensure that everyone involved in firm interviewing and recruitment processes is well versed on our diversity and inclusion policy;provide ongoing education and training to identify and address unconscious biases that may impact our hiring process; andattract and recruit a diverse group of candidates. Advancement/Equality of Opportunity/Retention FR recognizes that women, racialized persons, Indigenous persons, LGBTQ2+ persons, persons of various religious backgrounds, and persons with disabilities often face barriers and challenges that impact their ability to reach their potential. FR is committed to ensuring all members of the firm have equal opportunities to participate, gain experience, and excel. We recognize that this is for the betterment of our firm and society in general. FR is committed to ensuring that: all members of the firm have an equal opportunity to work, succeed, advance, and excel as professionals;our staff and lawyers are mentored by individuals who can assist them in their professional and personal development and growth; andall firm members are given clear expectations as to performance, accommodations, promotions, and advancement, through an effective performance review process which takes EDI principles into consideration. By using LGBTQ2+ we intend to include all groups which identify with this acronym. We are committed to being as inclusive as possible.   --- - Published: 2021-10-25 - Modified: 2021-10-25 - URL: https://www.foglers.com/successful-charter-challenge-on-behalf-of-our-client/ - Categories: Announcement Foglers was successful on behalf of our client, a car dealership, in bringing an application under s. 24(2) of Charter to challenge the validity of a search warrant and to exclude the evidence gathered thereunder. The team included, Justin Jakubiak, Martine Garland, Adam Varro and Paniz Rahdari. --- - Published: 2021-09-30 - Modified: 2022-02-08 - URL: https://www.foglers.com/national-day-of-truth-and-reconciliation/ - Categories: Diversity & Inclusion September 30, 2021 marks Canada’s first National Day of Truth and Reconciliation. On this day of reflection, our lawyers and staff came together to hear from Chief Laurie Carr of Hiawatha First Nation, who spoke to us about the injustices that occurred at Residential Schools, the 60s Scoop and the present-day MMIWG. Today, we encourage everyone to take the time to reflect, learn and have meaningful conversations about the harm committed against Indigenous Peoples. --- - Published: 2021-09-27 - Modified: 2022-08-18 - URL: https://www.foglers.com/fogler-rubinoff-llp-recognized-by-chambers-canada/ - Categories: Recognition Fogler, Rubinoff LLP is pleased to announce that the firm has been recognized as a highly regarded firm in Ontario in the area of corporate/commercial law. In addition, 3 of the firm’s partners have been recognized in the 2022 Guide as leaders in their areas of practice: Don Bourgeois is recognized in the area of Gaming & LicensingBill Hearn is recognized in the area of Advertising & MarketingRick Moscone is recognized in the area of Corporate/Commercial According to Chambers: Fogler, Rubinoff is a well-known mid-sized law firm with a full-service commercial law practice in Toronto. The corporate department advises both public and private companies on M&A, corporate governance and regulatory compliance, as well as commercial litigation. The firm also represents entrepreneurs and family-owned businesses and provides noted securities expertise. It also operates an esteemed real estate practice. Chambers Canada: Canada’s Leading Lawyers for Business, 2022 Chambers and Partners publishes one of the most respected legal directories in the world and is a trusted source of information for the legal community. The Chambers Canada Guide covers lawyers and law firms practicing in all provinces and territories in Canada and recommends lawyers and law firms in over 40 specialist practice areas.   --- - Published: 2021-09-24 - Modified: 2022-06-07 - URL: https://www.foglers.com/vaccines-and-how-to-enforce-policies-in-condo-buildings/ - Categories: Speaking Engagement As the Ontario government has moved ahead with implementing proof of vaccination requirements for businesses and organizations, what does this mean for condominium corporations? Carol Dirks presented at the CAI Canada V-CON(DO) 2021 conference, on a panel that weighed-in on the various considerations and challenges from a legal, management and board perspective in implementing a proof of vaccination policy for residents (as well as employees and contractors), and a discussion about how best to enforce. --- - Published: 2021-09-23 - Modified: 2021-10-18 - URL: https://www.foglers.com/a-national-look-at-capital-repair-maintenance-obligations-lessons-learned-from-the-florida-collapse/ - Categories: Speaking Engagement David Theil presented at the CAI Canada V-CON(DO) 2021 conference, as part of a national panel which examined Capital Repair/Maintenance Obligations. The session discussed how the tragic collapse of a condo in Florida has brought to the forefront concerns about how condos are repaired and maintained. Can something like this happen here, north of the 49th parallel? The panel drilled down on the roles and responsibilities of condo corporations when it comes to maintaining, repairing and replacing common elements and assets of condo corporations in Alberta, Ontario and Québec. The panel also discuss how this vital work is planned and financed over the life cycle of condo corporations. Who determines what needs to be repaired/replaced; when, by whom and at what costs? --- - Published: 2021-09-17 - Modified: 2022-02-08 - URL: https://www.foglers.com/we-all-have-it-how-to-recognize-and-interrupt-unconscious-bias/ - Categories: Diversity & Inclusion Despite our best intentions, research shows we all have it – unconscious, unintentional bias. Unconscious attitudes and beliefs are shaped by all kinds of influences – some of which we would not agree with or accept on a conscious level. Yet, these unconscious thoughts influence decision-making and can have a profound impact in the workplace on talent management decisions, including recruiting and hiring. The key is to learn how to recognize your own unconscious biases as well as practical ways to interrupt them. In this interactive DE&I leadership workshop, guest speaker Kathleen Nalty lead lawyers and staff through the following concepts: Unconscious bias - how it is formedImplicit cognitive biases and how to interrupt them10 hidden barriers that cause higher attrition rates for attorneys in underrepresented groupsHow to recognize implicit bias in ourselvesSpecific research-based strategies for interrupting or mitigating individual biasesWhat law firms are doing to fight bias at an organizational levelInclusion nudges and bias interruptersSpecific changes in recruiting and hiring processes to interrupt biasCognitive biases that are implicated in hybrid work models and how they can be addressedDevelopment of personal action plans to interrupt implicit bias --- - Published: 2021-09-16 - Modified: 2021-09-27 - URL: https://www.foglers.com/test-best-lawyers/ - Categories: Recognition Congratulations to Kevin Shipley who has been recognized in the 2021 IAM Strategy 300: The World’s Leading IP Strategists, which recognizes individuals who lead the way in the development and implementation of world-class IP value creation programs. "Kevin Shipley showcases strategic prowess in developing international patent filing approaches that strengthen his clients’ position in competitive markets. He moves applications through to allowance quickly and works in an efficient and effective manner to support optimal business decision making. "IAM Strategy 300, 2021 --- - Published: 2021-09-10 - Modified: 2022-08-18 - URL: https://www.foglers.com/chambers-ranked-corporate-commercial-highly-regarded/ - Categories: Recognition Congratulations to Rick Moscone on being recognized in Chambers Canada: Canada's Leading Lawyers for Business, for his transactional work. According to Chambers, Rick receives recognition for his transactional work, frequently handling securities and M&A matters. Based in Toronto, he is well equipped to assist clients with transactions in the cannabis industry. "In my opinion, Rick Moscone’s strengths are his knowledge and experience related to securities rules and regulations, his responsiveness and his willingness to assist whenever possible. He is pragmatic, very commercial, technically strong and a very able securities lawyer. "Chambers Canada: Canada's Leading Lawyers for Business, 2022 --- - Published: 2021-07-01 - Modified: 2022-02-28 - URL: https://www.foglers.com/prominent-first-nations-lawyer-to-join-fogler-rubinoff-llp/ - Categories: Announcement We are pleased to announce that Hensel Barristers and Fogler, Rubinoff LLP will be practising in association commencing July 1, 2021 and merging by January 2022. Hensel Barristers has an established reputation of working with Indigenous peoples across Canada to advance and protect their Indigenous rights, cultures, territories and laws. Katherine Hensel, the founder and principal lawyer at Hensel Barristers, is a seasoned litigator and consistently recommended lawyer in the 2021 Canadian Legal LEXPERT™ Directory in Indigenous Law. A citizen of the Secwepemc Nation, Katherine has built a diverse practice providing advice and acting in disputes concerning the assertion of Indigenous and treaty rights, the duty to consult, commercial matters, public inquiries (including British Columbia's Missing and Murdered Women's Inquiry, as counsel for the Native Women's Association of Canada), child welfare matters, and select criminal cases. Katherine is the recipient of a number of awards for her innovative and passionate advocacy for human rights and the advancement of social justice, including the Minaake Award for Human Rights and Advocacy from the Native Women’s Resource Centre and the Arleen Goss Young Advocates Award from the Advocates Society. Joining Foglers with Katherine will be associates Ruth Ambros and Lauren Winkler. Together, they will bring a wealth of knowledge and experience acting for Indigenous peoples. "The merger of Hensel Barristers with Foglers brings added depth and expertise to our Indigenous Law practice," says Gary Kissack, Chair, Indigenous Law Group. "Katherine and her team will become integral members of our firm's Indigenous Law Group and key contributors to our team's continued growth and success acting on behalf of Indigenous peoples across Canada. " --- --- ## People > Joe's practice focuses on mortgage enforcement proceedings. - Published: 2025-06-09 - Modified: 2025-06-19 - URL: https://www.foglers.com/people/joe-zangari/ - Positions: Associate Joe is an Associate in the commercial real estate group at Foglers. His practice focuses on mortgage enforcement proceedings, including receiverships and power of sales, where he advises clients on asserting and protecting their mortgage rights. Joe is known for providing practical, business minded legal advice, while effectively mitigating risk. Prior to joining Foglers, Joe served as in-house counsel at a Canadian restaurant franchisor, operating over 25 quick and full-service restaurant brands. --- > Alain Bartleman is a partner in the firm’s Indigenous Practice Department and a member of the Chippewas of Rama First Nation. - Published: 2025-05-15 - Modified: 2025-06-19 - URL: https://www.foglers.com/people/alain-bartleman/ - Positions: Partner Alain Bartleman is a partner in the firm’s Indigenous Practice Department and a member of the Chippewas of Rama First Nation. He advises First Nations in complex negotiations involving Indigenous and Treaty rights, governance, and major resource and infrastructure projects. Alain’s practice focuses on the negotiation and implementation of impact and community benefit, participation, revenue sharing, resource development and similar agreements (IBAs) on behalf of First Nations across Canada, as well as consultation, regulatory, and economic development matters. He advises First Nations on strategic engagement with all levels of government and negotiates with proponents in the mining, energy, and infrastructure sectors. His work also includes land management, project approvals, on-reserve real-property development, and the structuring and governance of band-owned enterprises. Alain brings a strategic, principled, and solutions-oriented approach to all of his work. His practice is grounded in the belief that legal tools must reflect the values and priorities of the communities they are built to serve. Alain has held leadership and advisory roles with several national and community-based organizations, including as Treasurer of the Indigenous Bar Association, Special Advisor on Indigenous Issues to the Canadian Civil Liberties Association, and as a board member of Native Child and Family Services of Toronto. He regularly mentors Indigenous law students and early-career lawyers, and speaks on Indigenous legal issues at civic, legal, and educational forums. He is also the founder of the Bartleman Award for First Nations students at Western University. In recognition of his contributions to the profession and to Indigenous communities, Alain was awarded the King Charles III Coronation Medal. --- - Published: 2025-05-12 - Modified: 2025-05-27 - URL: https://www.foglers.com/people/stella-choe/ - Positions: Summer Law Student Stella recently completed her second year of law school at Western Law. Before law school, Stella earned an Honours Bachelor of Science in Psychology, Neuroscience, and Behaviour from McMaster University. During her undergraduate studies, she worked on several medical education research projects, contributing to academic publications. Passionate about equitable access to education, Stella also founded a not-for-profit organization that provides free mentorship and tutoring to students from marginalized communities. At Western Law, Stella completed her clinical training in mediation through the Dispute Resolution Clinic. There, she learned a variety of dispute resolution techniques and practiced representing clients in mediation. Stella also served as a Case Worker at Western’s Community Legal Services Clinic, where she assisted clients with matters before the Landlord and Tenant Board, as well as in criminal and family law. Last summer, Stella worked as a Legal Intern with an Indigenous Tribal Council in Thunder Bay through the Ministry of the Attorney General’s Debwewin Summer Law Program. In this role, she addressed criminal law matters before the Ontario Court of Justice and facilitated public legal education workshops on Wills and Estates and Family law in three Northern Ontario Indigenous communities. This experience deepened her interest in litigation and Indigenous legal issues. In her free time, Stella enjoys recreating home café experiences inspired by her time as a barista. She also loves musicals and films, hiking, reading, thrifting, and discovering new cafés and restaurants. --- - Published: 2025-05-12 - Modified: 2025-05-23 - URL: https://www.foglers.com/people/navpreet-dadral/ - Positions: Summer Law Student Navpreet recently completed her second year of law school at the University of Ottawa. Prior to law school, she earned her Bachelor of Commerce (major in Law and Business Management) with Distinction from Toronto Metropolitan University. During her undergraduate studies, her interest in law was sparked through her work with the Law and Business Clinic, where she assisted entrepreneurs in emerging markets alongside lawyers from Fogler Rubinoff LLP. At the University of Ottawa, Navpreet served as a Legislative Development Intern in the Senate of Canada, contributing to policy discussions on gender equality and human rights. She is also actively involved with her law school community as the Vice President of Events for the Punjabi Law Students’ Association. In her free time, Navpreet enjoys hot yoga, reading with her book club, and collecting miniature trinkets. --- - Published: 2025-05-12 - Modified: 2025-05-23 - URL: https://www.foglers.com/people/imran-lavji/ - Positions: Summer Law Student Imran is currently completing his J. D. at Queen’s University Faculty of Law. He holds an Honours Business Administration degree from the Ivey School of Business and an Honours Bachelor of Health Sciences degree from Western University. Imran brings a dynamic and entrepreneurial background to his legal studies. He currently helps lead investments in early-stage companies and real estate development projects through his work with a private capital firm. Prior to law school, Imran worked in the pharmaceutical and biotech industries, where he spearheaded strategic initiatives at GlaxoSmithKline. His work ranged from business development and national marketing campaigns to cross-functional collaboration with regulatory, legal, and government affairs teams – successfully launching healthcare solutions at scale. Beyond his academic and professional pursuits, Imran is deeply committed to mentorship and community-building. He advises students and young professionals on career development and has held leadership roles that promote youth engagement and personal growth through sports, education, and volunteerism. Imran has also contributed to global healthcare and education initiatives across Africa and Asia. His efforts include driving fundraising campaigns, helping transform a regional clinic into a fully recognized hospital, and establishing an early childhood development center to support local families and empower the next generation. In his spare time, Imran enjoys playing golf, squash, and travelling with his family. --- - Published: 2025-05-12 - Modified: 2025-05-26 - URL: https://www.foglers.com/people/kimberly-nguyen/ - Positions: Summer Law Student Kimberley recently completed her second year at Osgoode Hall Law School. Kimberley earned an Honours Bachelor of Arts degree in Economics and Philosophy from the University of Toronto. During law school, she founded and served as president of the First Generation Lawyers Club at Osgoode Hall. She also led as president of the Public Speaking Club and completed her 1L moot with distinction. As an alumna of Queen’s International Law Program, Kimberley spent a summer studying international business law in Berlin, Germany, with a focus on international trade and investment. She now works as a copywriter for Obiter Dicta, mentors students with disabilities, and was recently honoured with the Sabrina Shillingford Award by the Osgoode Women’s Network. Kimberley is committed to becoming a client-centred lawyer who upholds integrity, professionalism and strong advocacy. Outside of law, she enjoys studying architectural history, travelling, trying new foods, and spending quality time with friends and family. --- - Published: 2025-05-12 - Modified: 2025-05-23 - URL: https://www.foglers.com/people/celia-ohayon/ - Positions: Summer Law Student Cece recently completed her second year at the University of Ottawa’s Faculty of Law. Before law school, Cece earned an Honours Bachelor of Commerce in Integrated Business and Humanities from McMaster University. During her undergraduate studies, she worked at Banty, a virtual health-tech startup, and co-founded a smartphone app aimed at raising awareness about food allergies. She also completed summer exchanges at both Harvard University and the Wharton School of Business. Cece’s passion for law began in 2021 when she joined Harvey Katz Law as a summer legal student, assisting in the corporate law department. At uOttawa, she has served as an Assistant Editor for the Ottawa Law Review and spent her 1L summer working for Leora Shemesh Criminal Law. She also competed in the Nelligan O’Brien Payne First-Year Moot Court Competition and is the incoming President of the Jewish Law Students Association. In her spare time, Cece enjoys hosting dinner parties, baking sourdough bread, and riding her Peloton. --- - Published: 2025-05-12 - Modified: 2025-05-23 - URL: https://www.foglers.com/people/jorey-zweig/ - Positions: Summer Law Student Jorey recently completed his second year at Western Law. He is pursuing a dual JD/HBA degree with the Ivey Business School. His studies have allowed him to explore the intersection of law and business, with a growing interest in corporate matters. This past summer, Jorey worked as a Legal Intern for a global travel company, where he gained hands-on experience in contract review, regulatory research, and supporting business operations from a legal perspective. At Western, Jorey is an active member of the student community. He currently serves as President of the Jewish Law Students Association and Vice President of Mentorship for the Ivey Law Club, where he helps connect and support fellow JD/HBA students. He also served as an Ivey Orientation Week Leader, assisting the incoming cohort of students to adjust to the program and transition into the faculty. In his spare time, Jorey enjoys participating in trivia, trying new restaurants, and cheering on the Toronto Blue Jays and Maple Leafs. --- - Published: 2025-05-06 - Modified: 2025-06-13 - URL: https://www.foglers.com/people/emily-milana/ - Positions: Associate Emily is an Associate in our Corporate and Commercial Group, with a practice focused on mergers and acquisitions and corporate finance. She advises public and private companies, private equity funds, and investment banks on complex transactions and routine corporate matters. Emily has acted for clients on equity and debt financings, domestic and cross-border mergers and acquisitions, private equity investments, corporate reorganizations, commercial arrangements, governance issues, and regulatory compliance. Emily is known for her thoughtful, business-minded approach and her ability to navigate both high-stakes deals and routine matters with precision. Whether Emily is supporting a transformative transaction or helping to optimize internal processes, she is committed to advancing our clients' ambitions by delivering clear and practical advice. --- - Published: 2025-03-24 - Modified: 2025-05-23 - URL: https://www.foglers.com/people/simon-igelman/ - Positions: Associate Simon (Shimmy) Igelman is a corporate transactional lawyer. His practice focuses on corporate finance and mergers and acquisitions, as well as providing advising on structured finance and capital markets mandates. Simon has represented private and public companies on a variety of transactions, including private placements of equity and debt securities, securitizations in a variety of asset classes, public and private acquisitions and general corporate and commercial law matters. --- - Published: 2025-03-24 - Modified: 2025-05-23 - URL: https://www.foglers.com/people/scott-stoll/ - Positions: Counsel Trusted advisor, creative problem solver, and consensus builder. Scott's focus is assisting clients in developing strategies in anticipation of changing circumstances; navigating complex regulatory frameworks to complete projects on time and within budget; and enhancing clients' reputations with regulators and the public. This involves detailed knowledge of both the interpretation and application of the law, the policy that informs the law, and the market pressures on those policies. Scott provides strategic advice in managing today's business challenges, focusing on electricity, energy, environmental, infrastructure and governance matters. Scott's education and experience in both the technical and legal aspects of energy and environmental law make him a unique expert in the field, able to identify opportunities and threats for clients well in advance. Scott often deals with both private and public sector clients who own, develop and operate significant infrastructure in regulated industries, including power generation, pipelines, roads, and industrial or residential developments. He regularly appears at the Ontario Energy Board, the New Brunswick Energy & Utilities Board, and the Environmental Review Tribunal (now Ontario Land Tribunal) on a variety of issues, including rates, licences and facility applications, expropriation, IESO-administered markets, and regulatory compliance. --- - Published: 2024-10-15 - Modified: 2024-12-20 - URL: https://www.foglers.com/people/adam-wheeler/ - Positions: Associate Adam is an Associate with the firm's Indigenous Practice Group. Adam is building a practice focused on Indigenous governance and inherent jurisdiction. He works with Indigenous governments, communities, and their members to advocate for Indigenous self-determination through litigation, negotiation, and advisory services. As a litigator, Adam advocates for Indigenous rights and government accountability with a particular focus on appellate litigation. He has appeared at all levels of court in Ontario and at the Supreme Court of Canada. As an advisor and negotiator, Adam supports Indigenous governments with legislative drafting, governance, policy, and economic development matters. He has a special interest in social service and environmental/resource matters and regularly advises clients on complex negotiations in these areas.   Before joining Foglers, Adam served as Counsel with the Ministry of the Attorney General and the Department of Justice. At the Department of Justice, Adam negotiated agreements relating to Indigenous inherent jurisdiction over child and family services and co-chaired the national working group on the implementation of An Act Respecting First Nations, Inuit and Métis Children, Youth and Families. Drawing on this experience, Adam brings a practical approach to advancing Indigenous rights and government relations. Adam is actively involved in his community and is passionate about advocacy related to mental health and housing. He is an Advisor to Ontario Health's CEO and to the Ontario Mental Health and Addictions Centre of Excellence, past Chair of the Board for the Gerstein Crisis Centre, Vice-Chair of the Board for Madison Community Services, and a member of CAMH's Constituency Council. He is also a Board Member for Family Service Toronto, a social and developmental service organization in Toronto. --- - Published: 2024-10-01 - Modified: 2024-10-10 - URL: https://www.foglers.com/people/colleen-milne/ - Positions: Associate Colleen is an Associate with the firm's Indigenous Practice Group. A large part of her practice focuses on helping Indigenous governments, communities, and their members set-up commercial business structures including joint ventures, partnerships, and other commercial arrangements that aim to facilitate the expansion of a community’s economic development. Colleen is a First Nations woman registered with the Mohawks of Kahnawá:ke (Kahnawákeró:non), with equal familial connection to the Chippewas of Nawash Unceded First Nation. Prior to joining Foglers, Colleen worked as Corporate and Commercial Legal Counsel at the Canada Infrastructure Bank where she worked closely with the Indigenous Community Infrastructure Team. She began her legal career as a corporate lawyer at a global law firm, received her JD from Osgoode Hall Law School, and completed her undergraduate degree at the University of Guelph. --- > Anja maintains a broad commercial litigation practice, with a specific focus on construction law. - Published: 2024-08-06 - Modified: 2025-04-10 - URL: https://www.foglers.com/people/anja-perc/ - Positions: Associate Anja maintains a general commercial litigation practice and has specific experience dealing with construction law matters. Anja consistently strives to achieve timely and cost-effective solutions for her clients. She is a zealous advocate and has represented clients at various levels of court and numerous Boards. She also regularly participates in Alternative Dispute Resolution processes, including the adjudication of construction disputes, in order to ensure that her clients have exhausted every avenue prior to pursuing costly litigation. Anja brings insurance defence expertise to her practice at the firm, gained from a prior role at a boutique downtown Toronto law firm where her practice focused on occupiers' liability, motor vehicle accidents, and subrogation. She regularly leverages this experience on her commercial litigation and construction files in order to provide efficient and well-rounded service to her clients. --- > Luisa is an associate in the firm's litigation and dispute resolution group, specializing in labour and employment law. - Published: 2024-08-06 - Modified: 2025-02-25 - URL: https://www.foglers.com/people/luisa-l-dalessio/ - Positions: Associate Luisa is an associate in the firm's litigation and dispute resolution group, specializing in labour and employment law. Luisa began her legal career at a boutique labour and employment firm in Toronto, where her passion for people and commitment to justice quickly became the driving forces behind her success as a lawyer. With a results-driven approach, Luisa is committed to advocating for her clients’ rights in complex employment and labour matters. Her experience includes representing both employers and employees at the Superior Court, the Ontario Human Rights Tribunal, and the Ontario Labour Relations Board. Known for her personable and pragmatic style, she takes the time to understand each client’s unique needs, delivering tailored services to help them achieve their goals effectively and efficiently. Luisa earned her undergraduate degree from the University of Toronto, completed her legal studies at City, University of London, and holds a Master of Laws (LL. M. ) from Osgoode Hall Law School. She is a member of the Law Society of Ontario, the Canadian Bar Association, the Ontario Bar Association, and the Employment Lawyers Association of Ontario. Outside of work, Luisa enjoys traveling, exploring new cuisines, staying active through early morning workouts and Pilates, and spending time with family and friends. --- - Published: 2024-05-13 - Modified: 2025-06-12 - URL: https://www.foglers.com/people/krystan-demasi/ - Positions: Articling Student, Summer Law Student Krystan recently completed her second year at the University of Ottawa's Faculty of Law. Before attending law school, she earned an Honours Bachelor of Arts degree in Political Science and Italian Studies from the University of Toronto. Her interest in law was sparked in 2016 when she joined Fogler, Rubinoff LLP, where she spent several years working as a legal assistant in the firm's litigation department. In her second year of law school, Krystan served on the Common Law Student Society English Committee, which focused on improving access to academic resources for students. Passionate about advocacy, negotiation, and dispute resolution, she competed in the Dentons Negotiation Competition during her first year and the BLG Negotiation Competition in her second year. In her spare time, she enjoys travelling, cooking, and spending time with her family --- - Published: 2024-05-13 - Modified: 2025-06-12 - URL: https://www.foglers.com/people/adrian-pablo-piecyk/ - Positions: Articling Student, Summer Law Student Adrian recently completed his second year of law school at the University of Toronto. Prior to pursuing law school, Adrian earned an Honours Bachelor of Arts with Distinction and a Master of Arts from the University of Toronto. He specialized in Eastern European history, culminating in a research project that analyzed show trials in the Soviet Union. After applying his research skills in professional land surveying, he returned to the University of Toronto to study law and quickly became deeply involved in academic and community life. Currently, Adrian is the co-director of the Venezuela Accountability Project, a student-led human rights working group. He also actively represents his Latino heritage through executive roles in the U of T chapters of the Canadian Hispanic Bar Association and the Christian Legal Fellowship. In his free time, Adrian is an avid reader and board game enthusiast who enjoys playing tennis or gardening in sunnier weather. --- - Published: 2024-05-13 - Modified: 2025-06-12 - URL: https://www.foglers.com/people/dominik-ratz/ - Positions: Articling Student, Summer Law Student Dominik recently completed his second year at the University of Windsor's Faculty of Law. Prior to starting law school, he earned a Bachelor of Arts degree in History from York University. During the past year, he served as a legal intern for the Town of Essex, gaining valuable experience by working on various municipal projects and issues. He has also been actively involved in student groups at the University of Windsor, including a successful stint as the coach of Windsor Law's hockey team. A lifelong sports enthusiast, Dominik grew up in Toronto playing a variety of sports and has coached competitive youth basketball for over a decade. When not cheering for the Raptors, he enjoys travelling, attending concerts, and spending quality time with family and friends. --- - Published: 2024-05-13 - Modified: 2025-06-12 - URL: https://www.foglers.com/people/andrea-reid/ - Positions: Articling Student, Summer Law Student Andrea recently completed her second year at Osgoode Hall Law School. She holds a Bachelor of Arts from the University of Michigan, where she graduated with distinction. Andrea's passion for advocacy and dedication to client service have guided her career and personal life. Before starting law school, she spent over a decade in sales leadership roles in the pharmaceutical and biotechnology industries. While pursuing her legal education, she also worked as an Adjudicator with Tribunals Ontario and served on various boards while leading community projects. During her time at Osgoode, Andrea participated in the Lerner's Cup 1L Moot, served as Vice President of the Mature Students’ Association, and volunteered at the Osgoode Mediation Clinic. In her free time, she enjoys skiing, travelling, boating, and neighbourhood walks with her dog, Woof, while also treasuring moments with her two amazing children. --- - Published: 2024-05-13 - Modified: 2025-06-12 - URL: https://www.foglers.com/people/rebekah-rodrigues/ - Positions: Articling Student, Summer Law Student Rebekah recently completed her second year of law school at Western Law. Prior to her legal education, she earned an Honours Specialization in International Relations from Western University. During her undergraduate studies, she gained diverse work and volunteer experiences, including two years as a news editor for Western’s student newspaper, where she reported on topics like campus safety, racism and discrimination, and the impact of the COVID-19 pandemic on campus life and learning. Rebekah also volunteered for various national and international non-profits and social-purpose organizations. At Western Law, she serves as a Case Manager for the Sport Solution Clinic, providing pro bono legal assistance to Canadian athletes. Last summer, she worked as a Research Assistant in Aboriginal and Public International law related to Indigenous peoples, studying how Canada, the United States, Australia, and New Zealand have responded to the United Nations Declaration on the Rights of Indigenous Peoples. This experience sparked her interest in Aboriginal and Indigenous law. In her free time, Rebekah enjoys visiting new cafes and restaurants, experimenting with cooking and baking recipes, running, and both watching and playing soccer. She loves travelling and is excited about the prospect of solo travel in the near future. --- - Published: 2024-05-13 - Modified: 2025-06-12 - URL: https://www.foglers.com/people/elizabeth-varkovetski/ - Positions: Articling Student, Summer Law Student Elizabeth recently completed her second year of law school at the University of Ottawa. Preceding her legal education, she earned an Honours degree in Political Science from McGill University. During her time at McGill, she served as president of the Foundation for International Medical Relief of Children and volunteered actively with TEDxMcGill, Best Buddies, and within the Montreal community. At the University of Ottawa, Elizabeth fosters a sense of community by mentoring 1L students, participating in the Student External Committee, and serving as Vice President of Communications for the International Law Students Association. In her free time, she enjoys writing, exploring new coffee shops, and maintaining her daily streak in The New York Times Wordle. --- - Published: 2024-05-13 - Modified: 2025-06-12 - URL: https://www.foglers.com/people/jessica-weinberg/ - Positions: Articling Student, Summer Law Student Jessica recently completed her second year at Queen’s Law School. Before starting law school, she earned a Bachelor of Business Administration from the Lazaridis School of Business at Wilfrid Laurier University, graduating on the Dean’s Honour Roll. Her experience as a marketing executive for several clubs at Laurier prepared her for a role as a marketing intern at a startup, and she also worked as a legal intern at an intellectual property law firm in Tel Aviv, Israel. At Queen’s, Jessica has been an active member of the law school community. She worked at the Prison Law Clinic and served as a research assistant for Professor Darryl Robinson. During her 1L summer, she participated in the Queen’s Bader College Castle Program in England, gaining valuable international business law exposure and participating in a moot before World Trade Organization members. In her spare time, Jessica enjoys travelling, cycling, and spending time with her family and pets. --- - Published: 2024-01-15 - Modified: 2025-06-12 - URL: https://www.foglers.com/people/catherine-francis/ - Positions: Partner Catherine is a Partner in the Litigation Group and Bankruptcy and Insolvency Group. Her practice is devoted largely to corporate/commercial, real estate, banking, and insolvency litigation.   Catherine has handled a diverse range of legal cases, including complex fraud investigations, lender liability lawsuits, oppression remedy applications, construction disputes, commercial tenancy disputes, environmental claims, employment-related matters, professional malpractice allegations against lawyers, accountants, appraisers and other professionals, and a wide variety of bankruptcy, receivership and other insolvency proceedings.  She is extremely well-versed in the intricacies of bankruptcy and insolvency law and has represented debtors, receivers, trustees in bankruptcy, foreign representatives, and secured and unsecured creditors in numerous proceedings under the Bankruptcy and Insolvency Act, Personal Property Security Act, Business Corporations Act, and other commercial and insolvency-related statutes. She is regularly consulted by other law firms and sole practitioners on insolvency-related issues. Catherine has acted as lead counsel for both debtors and financial institutions in several major "lender liability" lawsuits. In the early and mid- 2000’s, she acted as counsel for the trustee in bankruptcy of Dylex Limited and spearheaded an extensive forensic investigation and legal action that resulted in the recovery of tens of millions of dollars for unsecured creditors.  She has regularly achieved exceptional monetary recoveries for lending clients through fast and innovative approaches.  She has appeared at all levels of courts in Ontario, including the Commercial List and the Ontario Court of Appeal, as well as in private arbitrations.  In 2002, Catherine served as a member of the Oral Board of Examiners for licensing trustees in bankruptcy.  She has sat for a number of years on the Commercial List Users Committee of the Ontario Superior Court of Justice in Toronto, including as a member of subcommittees dealing with the implementation of the rule changes under the Rules of Civil Procedure and dealing with issues related to Access to Justice. Catherine has presented and published various papers and lectures on issues arising in the areas of commercial, banking and insolvency matters, including the rights and duties of directors and officers in insolvency, recognizing the warning signs of insolvency and recovering assets.   Clients come to Catherine for her expertise and her no-nonsense attitude. She is approachable and frank with a strong reputation in the legal community and the judiciary for her integrity, oral and written advocacy skills and passion for the law.  She approaches every case in a very detailed, analytical and tenacious fashion, with an unyielding determination to get the best possible result for her clients, whether through an early negotiated settlement or, where appropriate and necessary, litigating the issues by means of a full-blown trial and appeal process.   --- - Published: 2024-01-02 - Modified: 2024-01-24 - URL: https://www.foglers.com/people/ryan-gelbart/ - Positions: Partner Ryan has a broad corporate and commercial practice with an emphasis on debt finance and private business transactions. As part of his financing practice, Ryan acts regularly for both lenders and borrowers on a range of transactions often involving complex structures and multiple jurisdictions. Additionally, he has a particular expertise in automotive finance and is known as a “go to” service provider to the leading lenders across Canada in this dynamic sector. In his private business practice, he represents clients across a range of industries. His experience covers: mergers and acquisitions, corporate reorganizations, estate/succession planning, private equity investments, shareholder and partnership disputes and corporate governance. Ryan also frequently advises real estate developers on the corporate side of their development projects including, corporate structuring, capital raises and the various stages of project financing. --- - Published: 2024-01-02 - Modified: 2025-03-06 - URL: https://www.foglers.com/people/stephen-skorbinski/ - Positions: Associate Stephen is an Associate in our Business Law and Financial Services Groups. His practice focuses on all aspects of banking and secured lending transactions, including acquisition financings, mezzanine financings, asset-based lending, and syndicated financings. Stephen also provides advice on insolvency matters and has worked with a variety of stakeholders affected by or involved in formal and informal insolvency proceedings and financial restructurings, including secured and unsecured creditors, receivers and trustees, and debtors. When not at the office, Stephen enjoys getting outdoors and can be found hiking, running along the waterfront with his dog, and playing a variety of organized team sports. --- - Published: 2024-01-02 - Modified: 2024-01-15 - URL: https://www.foglers.com/people/navneet-sandhu/ - Positions: Associate Navneet is an Associate in our Commercial Real Estate Group. Her practice focuses on the purchase, sale, and financing of mixed-use, commercial, condominium, and industrial properties. Navneet also assists developers in structuring acquisition and construction loan financing and syndicated loans. Navneet is compassionate and committed to assisting her clients achieve their business goals while providing practical legal advice in a timely manner. Outside of work, Navneet loves biking, hiking and exploring new trails with her dogs. She is also an avid Toronto sports fan, who hopes to see the Toronto Raptors win another championship. --- - Published: 2023-11-02 - Modified: 2024-03-08 - URL: https://www.foglers.com/people/jonathan-gross/ - Positions: Associate Jonathan is an Associate in the firm's Litigation and Dispute Resolution Group. He is developing a general commercial litigation practice. Jonathan understands that litigation requires working with clients to navigate complex issues that impact their lives and businesses. His approach is to provide clients with the most effective and least disruptive services possible. Jonathan was called to the Ontario Bar in 2022 and obtained his Juris Doctor from the University of Western Ontario in 2021. While in law school he volunteered at Western Law’s Community Legal Services clinic, where he represented clients in a variety of civil disputes. Outside of his practice, Jonathan enjoys trying new restaurants, playing Chess, and patiently waiting for the Toronto Maple Leafs to bring the Stanley Cup back to Toronto. --- - Published: 2023-08-02 - Modified: 2025-04-29 - URL: https://www.foglers.com/people/marie-lussier/ - Positions: Partner Marie’s practice extends to all facets of branding and advertising law, and her expertise lies in helping businesses acquire, manage and defend their trademarks in Canada and abroad. Marie has worked with and managed the international trademark portfolios of many of Canada’s largest corporations and the Canadian portfolios of some of the world’s largest trademark owners. She is ranked as a leading trademark lawyer by both World Intellectual Property Review and WTR 1000 – the World’s Leading Trademark Professionals. Marie is a member of the Institute of Intellectual Property of Canada (IPIC). She served for several terms as an instructor in its trademark agent training course and for two terms on the committee charged with administering the trademark agent examination. She is also the former Director of the McGill-IPIC course on Managing Trademark Disputes. Marie is also actively involved with the International Trademark Association (INTA). She has worked on several of its committees, including the Trademark Reporter Committee, the Building Bridges Committee, and is a former co-chair of the Law and Practice North America Subcommittee of the INTA Bulletin. In 2021, she was appointed to the Trademark Examining Board of the newly created College of Patent Agents and Trademark Agents. Marie is fluent in both French and English and has studied and worked in both languages. She received a B. Sc. in 1987 from Queen’s University, specializing in Life Sciences. She then attended McGill University and obtained her common and civil law degrees in 1991. While at McGill, she was Comments Editor of the McGill Law Journal. Subsequently, as part of her articles, Marie clerked with Madam Alice Desjardins of the Federal Court of Appeal. --- - Published: 2023-07-27 - Modified: 2023-09-22 - URL: https://www.foglers.com/people/ninetta-sandu/ - Positions: Associate Ninetta is developing a broad commercial real estate practice. Ninetta's journey is a testament to unwavering dedication and professional growth. Beginning as a Prosecutor in Bucharest, Romania, she transitioned her legal career to Canada, where she adeptly balanced raising her children with her role as a law clerk. Her commitment to legal education led her to the University of Toronto, culminating in her graduation in July 2022, followed by her Bar admission in June 2023. Currently serving as an Associate within our firm's esteemed commercial real estate group, Ninetta brings a wealth of experience. Her association with our firm dates back to 2006 when she first joined as a law clerk. Throughout her tenure, she has played a pivotal role in complex commercial lending transactions spanning the breadth of Canada. Ninetta's dedication to legal excellence is matched only by her commitment to a well-rounded life.  Beyond her professional pursuits, she finds solace in literature, running, Pilates, and cherishing quality time with family and friends. --- - Published: 2023-07-05 - Modified: 2025-03-13 - URL: https://www.foglers.com/people/paul-schwartzman/ - Positions: Partner Paul has extensive experience in employment related litigation, grievance arbitrations, labour board hearings and human rights applications. He regularly appears before the courts, administrative tribunals and arbitrators. Paul also provides sound strategic advice tailored to clients seeking to avoid litigation. Paul takes a practical, customary and creative approach to his practice in ensuring that his clients achieve their desired outcome.   Paul is consulted daily to provide prompt and sage advice on all human resources matters affecting the workplace. In addition, Paul is regularly retained as counsel in connection with labour and employment implications arising out of complex corporate transactions. Paul is a graduate of Queen’s University’s joint Master of Industrial Relations/Juris Doctor (MIR/JD) Program. Prior to law school, Paul obtained a Bachelor of Commerce from McGill University where he graduated with “distinction” and pursued a concentration in labour-management relations. --- - Published: 2023-06-26 - Modified: 2025-06-12 - URL: https://www.foglers.com/people/mohiminol-khandaker/ - Positions: Associate Mohiminol is an associate in our Condominium Law Group. His practice is focused on providing litigation and solicitor services to condominium clients. Mohiminol assists and advises condominium corporations with general governance matters as well as various contractual, administrative and compliance issues as they arise. He has represented clients in litigation matters as well, and has appeared on behalf of clients at the Ontario Superior Court, Small Claims Court and Condominium Authority Tribunal. Prior to joining Foglers, Mohiminol practiced condominium law at a full-service law firm in downtown Toronto. Mohiminol completed his LL. M. , J. D. and LL. L. degrees from the University of Ottawa, and his training in both Common Law and Civil Law set the foundation for his ability to analyze legal problems through multiple lenses. He aims to provide clients practical and cost-effective solutions. During law school, Mohiminol represented the University of Ottawa at the Foreign Direct Investment Moot where his team ranked first overall. In his spare time, Mo enjoys playing soccer, discovering new hiking trails, and learning about South Asian history. Mo is bilingual and practices law in English and French. He is also fluent in Bengali, Hindi and Urdu. --- - Published: 2023-05-15 - Modified: 2025-06-13 - URL: https://www.foglers.com/people/kate-babony/ - Positions: Associate Kate brings two decades of negotiating experience to help her clients advance their rights through customized, creative solutions. She is a professional, client-centred lawyer with passion and grit. Kate is a member of the Indigenous Practice Department, whose practice focuses on governance, consultation and land issues. She is the department's lead on Additions to Reserve. Recently, Kate represented a number of First Nations at the Canadian Nuclear Safety Commission tribunal. She also assists with transmission line negotiations, capacity funding agreements and industry proponent negotiations. She has a keen interest in the duty to consult and UNDRIP. Prior to law, Kate had an award-winning real estate practice in the GTA, while her first career was in education. During law school, Kate focused on Indigenous legal issues, including dispute resolutions. She sat on the Indigenous education committee, working closely with faculty and students to advance Indigenous knowledge and rights. She did a placement at a boutique Indigenous firm, partook in the Kwaskimhon moot and placed second at the Canadian National Negotiation Competition. Kate was also the recipient of the Spring Forward graduating award for demonstrating grit, perseverance and growth. Kate is an active lacrosse mom, coffee lover and outdoorswoman. She is truly honoured to represent her clients and is humbled to be given space in this area. --- - Published: 2023-02-08 - Modified: 2025-05-15 - URL: https://www.foglers.com/people/julien-cohen/ - Positions: Partner Julien is a partner in our tax department. Julien’s practice consists of corporate and personal tax planning, estate planning, corporate reorganizations, cross-border structuring, and the taxation of trusts. Julien also has experience with voluntary disclosures and regularly advises clients on departure tax. Prior to joining the firm, Julien was an associate in a Montreal law firm specializing in taxation law. --- - Published: 2023-01-09 - Modified: 2024-10-11 - URL: https://www.foglers.com/people/michael-rosen/ - Positions: Partner Michael practices in all areas of estates, trusts, incapacity and not-for-profit law. His expertise includes the planning and drafting of wills, trusts and powers of attorney, the administration of estates and trusts and business succession planning. He also advises clients in both contentious and non-contentious estate litigation matters, including mental capacity matters, guardianship application, passing of fiduciary accounts and disputed wills. Michael also works in the not-for-profit and charities area, advising charities, not-for-profit organizations, and donors regarding the establishment, governance and regulation of charities and not-for-profit organizations. Michael’s experience includes: Planning and implementing effective estate plans for individuals and business owners Acting for individuals and families to implement practical and solution-oriented estate plans, including drafting wills, powers of attorney and trusts for business owners, and parents and guardians of persons with disabilities Advising regarding cross-border and international estate and trust matters Assisting clients with planning for incapable family members Advising financial institution regarding complex estate, trust and incapacity issues and best practises Working with not-for-profits and charities Advising individuals and non-profit organizations on charitable giving and related issues Advising executors and estate trustees on how to efficiently manage the estate administration process from beginning to end Michael is a designated Trust and Estate Practitioner (TEP) from the Society of Estate and Trust Practitioners, and is a member of the Estate Planning Council of Toronto. He is also a member of the Trusts and Estates Law, Charity and Not-for-Profit Law, and Elder Law sections of the Ontario Bar Association. Michael previously held positions as an estates and trusts lawyer at a national law firm, in the estate and trust group of a major financial institution, and as a lawyer at a Toronto estate and trust litigation firm. --- - Published: 2022-11-01 - Modified: 2025-05-23 - URL: https://www.foglers.com/people/debra-l-snider/ - Positions: Partner Debra is a dynamic lawyer and natural storyteller who has passionately advocated for children and families throughout her 30 year career. Debra is a Partner with the firm's Indigenous Practice Group. She is a working with various Indigenous Governing Bodies and First Nations in recovering, revitalizing and drafting their child wellbeing laws in their reassertion of Inherent Jurisdiction over their children and families. In addition to legislative drafting of First Nations' laws, Debra also appears in various levels of court representing First Nations pursuant to provincial and federal child welfare statutes. She will also be working with First Nations in relation to unmarked burial investigations and other forms of investigation, employment matters, and other litigation. Prior to joining Fogler Rubinoff, Debra was a self employed sole practitioner practicing criminal, family and child protection litigation, including high conflict and complex litigation. Debra has also represented children as a Children's Lawyer with the Office of the Children's Lawyer in family court proceedings and in child protection proceedings. Throughout her career, her clients appreciated her practical, commonsensical and purposeful approach with an emphasis in moving their matters out of litigation and into restorative family healing through alternative forms of resolution. Debra has been involved as a volunteer with the Lawyers Feed the Hungry Program, serving breakfast to those who are hungry and in need of a hot nutritious meal. She also volunteered her time with the Flemingdon Legal Clinic providing pro bono legal advice and services. In addition, Debra has frequently presented seminars involving criminal, family and child protection cross over issues as well as being a member of the Cross Over Youth Project Committee with an emphasis in keeping youth in care out of the criminal justice system. --- > Ashley's practice is centered on estate planning and administration, trust administration and incapacity planning. - Published: 2022-08-15 - Modified: 2025-05-15 - URL: https://www.foglers.com/people/ashley-naipaul/ - Positions: Associate Ashley is an Associate in Fogler Rubinoff's Wills and Estates practice group. Her practice is centered on estate planning and administration, trust administration and incapacity planning. She provides advice and support to her clients that is tailored to their needs and circumstances. This includes planning in the context of blended families, existing or future corporate interests, beneficiaries or trustees who reside outside of Canada, and ensuring suitable provision for a disabled heir. Prior to joining Fogler's, Ashley was an associate at a boutique estates litigation firm where she gained valuable experience on estates and trust issues, such as will challenges, dependent's support claims, and contested account passings. As a result, Ashley has a keen insight into the legal issues that can impact her clients' estate, trusts and incapacity planning. She also attributes her commitment to practical, client-focused solutions as a result of her prior role as Crown Counsel at the Ministry of the Attorney General - Office of the Public Guardian and Trustee. She advised on a broad range of legal issues spanning civil, family, healthcare and real estate, which affect guardians and attorneys in the course of their duties. Ashley believes that her experience in both private practice and the Ministry of the Attorney General allows her to best craft and implement an estate plan that meets her clients' individual situation, goals and expectations. --- > Natalia Sidlar is an Associate in the commercial litigation practice group at Fogler, Rubinoff LLP. - Published: 2022-07-06 - Modified: 2025-01-20 - URL: https://www.foglers.com/people/natalia-sidlar/ - Positions: Associate Natalia Sidlar is an Associate in the commercial litigation practice group at Fogler, Rubinoff LLP. Natalia is developing a broad commercial litigation practice, with an emphasis on contract, shareholder and partnerships, product liability and real property disputes. Prior to entering private practice, Natalia was Crown Counsel in the Advisory Services Group at the Ministry of the Attorney General, Crown Law Office – Civil. In this role she provided advice to various ministries on a wide range of issues including, crown liability, statutory interpretation, administrative and public law and general civil litigation. Natalia completed her articles with the litigation department of the Crown Law Office – Civil. During her articles, she worked on complex litigation files before all levels of court, including the Supreme Court of Canada. Natalia holds both a Canadian and American Juris Doctor after graduating from the University of Windsor Faculty of Law and Detroit Mercy School of Law in 2019. During law school, Natalia was a student representative on the Equity and Diversity Committee for two consecutive years and volunteered as a mentor with the Windsor Law Peer Mentorship Program. --- - Published: 2022-05-31 - Modified: 2025-03-13 - URL: https://www.foglers.com/people/vickie-wong/ - Positions: Counsel Vickie has extensive experience in acting for both lenders and borrowers in a variety of debt financing arrangements including asset-based loans, bilateral and syndicated financings, franchise financing, first and second lien loans, and project and acquisition financings. Vickie has also assisted clients with insolvency and debt restructuring matters. Her experience spans a variety of industry sectors including agriculture, manufacturing, health care, food & hospitality, and retail businesses. Vickie has been repeatedly recognized by the Canadian Legal Lexpert® Directory as a leading practitioner in both the areas of Banking and Financial Institutions and Asset Based Lending. She has also been noted in Legal 500 Canada as a key practitioner and “proactive problem solver”. Vickie has also been the recipient, on a number of occasions, of the Lawyer Monthly Magazine, Women in Law Award. Vickie has been engaged in the legal profession and matters that benefit the larger community. She has spoken at various industry conferences as well as client training seminars on lending, personal property, cash management and other practise-area related topics. Vickie is also a member of Bay Street Fore a Cause, a not for profit corporation comprised of Bay Street professionals with a desire to give back to their community by raising funds for child and youth-related charitable causes in the Greater Toronto Area. Prior to joining Fogler, Rubinoff, Vickie was a partner and Chair of the Financial Services Group of another Bay Street firm. --- - Published: 2022-05-27 - Modified: 2024-09-03 - URL: https://www.foglers.com/people/shane-gould/ - Positions: Associate Shane is an Associate in the firm’s Litigation and Dispute Resolution Group. He is developing a general commercial litigation practice. Shane summered and articled with the firm. He recently graduated from Queens University’s Faculty of Law, where he received the Goodmans LLP Scholarship in Legal Skills and the Fasken Martineau DuMoulin LLP Prize in Public Law. During law school, Shane was heavily involved with the Prison Law Clinic, where he provided pro bono legal services to inmates in the Kingston area and honed his advocacy skills. Shane also worked as a research assistant to his Constitutional and Public Law professor. One of his notable projects as a research assistant was contributing to a paper entitled What is Purpose Interpretation? , which explored judicial methodologies and the Supreme Court’s reliance on purposive interpretation. Prior to law school, Shane earned an Honors Bachelor of Science degree in Criminology and Psychology with distinction from the University of Toronto. He has participated in several moots, including the Canada Cup and Osgoode Cup, and has won multiple Model United Nations simulations. Shane also has a diverse employment history ranging from roles in the financial sector to public health volunteering. In his spare time, Shane enjoys swimming, listening to history podcasts, and reading mystery novels. . --- - Published: 2022-05-27 - Modified: 2024-09-03 - URL: https://www.foglers.com/people/shannon-reid/ - Positions: Associate Shannon is an Associate in the firm’s Litigation and Dispute Resolution Group. She is developing a general commercial litigation practice. Shannon is a recent graduate of Western University's faculty of law. She also holds a Bachelor of Arts (Hons) from Queen's University. At Western Law, Shannon was the proud recipient of the W. R. Poole Award and a Dean's List student. As an oralist in the 2021 Gale Cup, Shannon was named a Dickson Medalist and was granted the Beverly McLachlin Prize. This passion for advocacy and personal excellence extended to her role as Co-Chair of the Advocacy Committee, organizing Western Law’s most prestigious internal moots.   Shannon values community service. While living in London, she volunteered with Pro Bono Students of Canada, the Elgin Oxford Legal Clinic, the London Tenant's Association, and the London Poverty Research Centre. Outside of school and work, you can find Shannon taking solace and inspiration in the arts. She is a want-to-be theatre snob and loves to attend the ballet. On the weekends, you can find her tending to her small army of houseplants, hiking, biking, or training for the marathon she accidentally signed up for. --- - Published: 2022-05-27 - Modified: 2025-05-20 - URL: https://www.foglers.com/people/max-samuels/ - Positions: Associate Max is an Associate in the firm’s Litigation and Dispute Resolution Group. He is developing a general commercial litigation practice. Max recently completed his JD at the University of Toronto. Before law school, Max studied political science at Queen’s University. Max has a diverse employment background with experience in sales, banking, researching, and sailing. He also has demonstrated an interest in public service, working with the Syrian refugee community at Queen’s and researching for the David Asper Centre Prisoners’ Rights working group at law school. Max loves playing and watching sports in his free time, namely golf, basketball, hockey, and baseball. He also loves to travel, going on a 4-month backpacking trip after completing his undergraduate degree and spending 4 months in London, England, while on exchange during law school. He also loves trying new restaurants in Toronto, but you can usually catch him going to Kensington Market for some pho and churros. --- - Published: 2022-01-06 - Modified: 2025-02-04 - URL: https://www.foglers.com/people/ruth-ambros/ - Positions: Associate A persistent professional and gentle intervener, Ruth Ambros is developing an extensive civil litigation practice serving First Nations and their members. Ruth has appeared before various levels of court in several provinces. Ruth is building a practice centred on the rights of Indigenous communities in relation to raising their children. This work is evenly divided into child protection litigation on behalf of First Nations in various parts of the country, and the translation of Indigenous laws in the area of child and family wellbeing as communities reassert their inherent jurisdiction in this area. In addition, Ruth continues to build a general civil litigation practice on behalf of Indigenous clients. Ruth is a first-generation settler on the traditional territories of the Anishinaabek and Haudenosaunee originally from Central Europe. After a first career as a management consultant and a second raising a gaggle of kids, Ruth completed her legal studies at Osgoode Hall Law School in 2019 and was called to the bar in 2020. During her studies, Ruth participated in Osgoode’s Intensive Program in Aboriginal Lands, Resources, and Government, as well as the Feminist Advocacy Intensive at the Barbra Schlifer Commemorative Clinic, for which she received the Annie Macdonald Langstaff Prize. Ruth co-edited the Transnational Legal Theory Journal, participated in several moots, and won the Cassels Brock & Blackwell Price for Professionalism. Prior to joining Fogler, Rubinoff LLP, Ruth worked at Hensel Barristers, which was recognized in 2021 as one of the top law firms in Canada practicing in the field of Aboriginal and Indigenous law by the Globe and Mail. Ruth does her best thinking while preparing food - cooking, baking, canning - or knitting to a podcast or stimulating conversation. --- - Published: 2022-01-06 - Modified: 2025-03-13 - URL: https://www.foglers.com/people/katherine-hensel/ - Positions: Partner Katherine is a citizen of the Secwepemc (Shuswap) Nation. Katherine has built a diverse practice providing advice and acting in disputes concerning the assertion of inherent jurisdiction and other Indigenous and treaty rights, the duty to consult, commercial matters, public inquiries (including as Assistant Commission Counsel to Ontario’s Ipperwash Inquiry, and counsel to a number of parties at Canada’s Missing and Murdered Women’s Inquiry), coroners’ inquests, employment law and workplace investigations, child welfare matters, and select criminal cases. Katherine is the recipient of a number of awards for her innovative and passionate advocacy for human rights and the advancement of social justice, including the Minaake Award for Human Rights and Advocacy from the Native Women’s Resource Centre and the Arleen Goss Young Advocates Award from the Advocates Society. Katherine is regularly asked by law faculties, professional associations and regulatory bodies, First Nations and Tribal Councils, and others to speak and teach in her field of practice. She served as an adjunct professor at the University of Toronto’s Faculty of Law from 2011 to 2019. Katherine was also a member of Ontario’s Judicial Appointments Advisory Committee from 2017 to 2020. Prior to joining Foglers, Katherine founded and served Indigenous clients through her own firm, Hensel Barristers, from 2011 to 2021. During that time, she was repeatedly acknowledged by The Canadian Legal Lexpert® Directory and The Best Lawyers ™ in Canada in their rankings. In 2021, the Globe and Mail recognized Hensel Barristers as one of the top 19 law firms in Canada practicing in the field of Aboriginal and Indigenous law.  In 2023, she was named one of Canada’s Top 25 Most Influential Lawyers by Canadian Lawyer. --- > Shirley’s practice encompasses all aspects of commercial real estate. - Published: 2021-10-25 - Modified: 2025-02-06 - URL: https://www.foglers.com/people/shirley-bai/ - Positions: Partner Shirley’s practice encompasses all aspects of commercial real estate. She acts for land owners, developers, banks and surety companies on matters relating to acquisitions and dispositions, land development, commercial leasing, and real estate financing. Shirley represents developers throughout the complete lifecycle of residential and commercial projects in the Greater Toronto Area and Golden Horseshoe—from land acquisition and development to sales, condominium registration, and final closings. She also acts for landowner groups with respect to cost-sharing and infrastructure agreements. In addition, Shirley also practices transactional real estate, including the acquisition and disposition of vacant land, agricultural properties and commercial and retail properties. Clients appreciate her business background, which allows her to approach legal issues from a practical business perspective. She is also fluent in Mandarin. --- - Published: 2021-08-19 - Modified: 2024-11-27 - URL: https://www.foglers.com/people/ryan-p-wachtel/ - Positions: Associate Ryan is an Associate in the firm’s business law group and is developing a diverse corporate and commercial law practice. He has a particular interest in mergers & acquisitions, corporate governance and financings.   Before joining Foglers as an associate, Ryan summered and articled with the firm. Ryan graduated with a JD from Western Law where he worked as a caseworker with Pro Bono Students Canada, providing free legal services to community agencies in need.   Outside of the office Ryan enjoys learning to play the guitar, watching basketball, football and hockey, and flying as he has recently obtained his private pilot license.     --- > Marco is an associate in the Securities Law Group. - Published: 2021-08-19 - Modified: 2025-05-23 - URL: https://www.foglers.com/people/marco-agostini-2/ - Positions: Associate Marco is an associate in the Securities Law Group. He is developing a broad securities practice with a particular interest in mergers and acquisitions, corporate finance, and securities regulatory matters. Marco summered and articled with the firm prior to his call to the bar in 2022. Marco received his J. D. from Osgoode Hall Law School. Before attending law school, Marco obtained his Bachelor of Arts and Master of Public Policy degrees from the University of Toronto and held various positions with Ontario’s Ministry of the Attorney General. --- - Published: 2021-07-12 - Modified: 2022-09-22 - URL: https://www.foglers.com/people/sean-nouch/ - Positions: Associate Sean is an associate with the firm's business law and capital markets & securities groups.   Sean completed his J. D. at Queen’s University. Prior to law school, he earned a Bachelor of Commerce with high distinction from the University of Toronto, where he specialized in management. While at Queen’s Law, Sean participated and co-captained the school’s Law Games Team and Tortfeasors Rugby Club. Sean was also a student caseworker at the Queen’s Elder Law Clinic, which provides free legal services to seniors in southeastern Ontario. In his spare time, Sean enjoys playing soccer, travelling and tending to his tomato garden. --- - Published: 2021-07-12 - Modified: 2025-06-12 - URL: https://www.foglers.com/people/aida-nabavi/ - Positions: Associate Aida is an associate in our commercial real estate group, where she is developing a broad commercial real estate practice with a focus on commercial leasing. Aida completed her J. D. , at Osgoode Hall Law School. Prior to attending law school, she received her B. Sc degree from York University in Kinesiology. Aida has a passion for advocacy and has worked at the Human Rights Legal Support Centre where she helped hundreds of clients facing discrimination in Ontario. Aida was also a mentor to first year Osgoode students and a member of Pro Bono Students Canada to help with access to justice initiatives for many clients in her community. In addition to her passion for the law, Aida has committed herself to serving her community. For many years, she has been actively volunteering with many organizations, such as Circle of Care and North York Harvest Food Bank. As an appreciation for her dedication and commitment, she was nominated for the Ontario Volunteer Service Award and featured as the volunteer of the month in the Circle of Care provincial newsletter. In her free time, Aida enjoys running while listening to podcasts. --- > Matthew is an associate with the firm’s litigation and dispute resolution group and is developing a broad corporate and commercial litigation practice with a focus on municipal and planning law. - Published: 2021-07-12 - Modified: 2025-06-20 - URL: https://www.foglers.com/people/matthew-rutledge/ - Positions: Associate Matthew is an associate with the firm’s litigation and dispute resolution group and is developing a broad corporate and commercial litigation practice with a focus on municipal and planning law.   He received his BSc from McMaster University in 2016 and obtained his J. D. from the University of New Brunswick in 2020, where he received the Townsend Fischer Prize in Real Estate Transactions. Prior to being admitted to the bar and joining Foglers as an associate, Matthew was both a summer and articling student with the firm. During his time at law school, Matthew was an active volunteer with Pro Bono Students Canada and held roles within several student advocacy groups, such as Chair of Advocacy Committee for the Students for the Wrongfully Convicted Society and as an executive of OutLaw UNB. In his free time, Matthew enjoys competitive swimming, taking his dog for walks, and exploring new restaurants. --- - Published: 2021-04-20 - Modified: 2023-08-25 - URL: https://www.foglers.com/people/brian-gosse/ - Positions: Partner Brian has a broad and varied business law practice. He represents clients in a range of industries including energy and technology and, as a member of Foglers’ Corporate Group, regularly advises on mergers and acquisitions, debt and equity financings, and other business transactions. In addition, Brian advises clients on a variety of corporate matters including structuring, governance and statutory compliance, shareholder and director meetings, directors’ liability, and a number of business ownership matters including shareholder and partnership structures and agreements, succession planning, and creditor-proofing. Brian is also actively involved in the entrepreneurial communities of Toronto and Ottawa. He helps entrepreneurs and start-up companies establish and grow their businesses by providing advice on business structuring, fundamental start-up contracts, shareholders’ agreements, intellectual property and rounds of financing. As a member of Foglers’ Indigenous Practice Group, Brian acts for Indigenous Communities on a variety of business matters including the formation and governance of economic development groups, impact benefit agreements, acquisition and financing transactions, and the negotiation of joint ventures, partnerships, and other commercial arrangements for a broad range of private and public sector projects. Osgoode Certificate in Fundamentals of Indigenous Peoples and Canadian Law --- - Published: 2021-04-20 - Modified: 2024-08-29 - URL: https://www.foglers.com/people/josh-rudolph/ - Positions: Associate Josh is an Associate in the firm’s business law group and is developing a diverse corporate and commercial law practice. He recently graduated with distinction from the dual J. D/HBA program at the Faculty of Law and Ivey Business School at Western University. He received several accolades including a Dean of Law Entrance Scholarship and the HBA2 JJ Wettlaufer Award During his time at Western Law, Josh actively participated as a member of the student community. He served as a Case Manager at the Sport Solution Clinic, helping to advance the interests of amateur Canadian athletes, and Co-chaired the school’s Entertainment and Sports Law Association. He also volunteered with Western’s Pro Bono Students Canada chapter on the organization’s Wills PLE project and as an orientation week leader. Before attending Law School, Josh interned for several summers in the sports industry with Golf Canada and the Hamilton Tiger-Cats. In his free time, Josh enjoys travelling, playing competitive tennis, and spending quality time with his family and their two yellow labs. --- - Published: 2021-04-20 - Modified: 2024-03-11 - URL: https://www.foglers.com/people/cameron-holliday/ - Positions: Associate Cameron is an Associate in our Capital Markets and Securities Law Group. He is developing a broad securities practice with a particular interest in mergers and acquisitions, corporate finance, and securities regulatory matters. Prior to graduating from Queen’s University Faculty of Law, he earned a Bachelor of Business Administration (finance concentration) with distinction from Brock University. He also participated in an international exchange at the University of Gothenburg in Sweden. Cameron has diverse employment experience, holding previous roles in the financial services and public service sector.   During law school, Cameron participated in student leadership and advocated for his peers while on the Law Students’ Society. He also joined the Queen’s Business Law Clinic to assist not-for-profit and start-up businesses. Cameron displayed an interest in advancing his negotiation skills and received the Queen’s Law Prize in Advanced Dispute Resolution, ranking highest in the class. In his spare time, Cameron enjoys playing hockey, travelling, and spending time outdoors exploring new hobbies like wakesurfing. --- - Published: 2021-04-15 - Modified: 2025-01-28 - URL: https://www.foglers.com/people/jordan-kamenetsky/ - Positions: Partner Jordan is a Partner in our Commercial Real Estate and Banking & Financial Services practice groups. He has a broad commercial real estate law practice, including providing advice on the acquisition and disposition of all types of real property, the development of real property, and on the financing and refinancing of various classes of real property and personal property. Clients and colleagues alike appreciate Jordan’s ability to move projects forward and provide strategies that balance advocacy and pragmatism. Before joining Foglers, Jordan practiced and articled with another Toronto firm. He is a graduate of Osgoode Hall Law School where he was awarded the Honourable F. H. Barlow Scholarship upon graduation for excellence in commercial law. During his time at Osgoode Hall Law School, Jordan also completed an exchange semester at Waseda University in Tokyo, Japan, where his studies were focused on international investment law. Jordan believes that this international experience offers a valuable perspective to clients whose lives and businesses are increasingly shaped by globalization. --- - Published: 2021-01-11 - Modified: 2025-06-12 - URL: https://www.foglers.com/people/jennifer-campbell/ - Positions: Partner Jen is a partner in the Capital Markets and Securities group. Jen acts for both companies and registered dealers in a broad range of industries and has extensive expertise working with junior issuers listed on the TSX Venture Exchange and Canadian Securities Exchange. In over 20 years of practice, she has been involved in numerous significant financings (public offerings and private placements) and complex commercial agreements for clients in the natural resource, cannabis and sports sectors. Jen also provides strategic advice on matters related to corporate governance, mergers and acquisitions and reorganizations, and has assisted clients in navigating many challenging financial and regulatory environments.  She currently sits on the TSX Venture Exchange's Ontario Advisory Committee which provides advice and recommendations to the Exchange on all policy, operational and strategic issues that are likely to have a significant impact on the public venture capital market and the role of the Exchange.   Jen has previously contributed as a legal commentator on CBC Metro Morning and for the Globe and Mail and CBC Investigative Reports series. She is a professor at Brock University in sports law, as well as a frequent lecturer at Osgoode Hall Law School and the TSX Venture Exchange. She was recently appointed by the Ministry of the Attorney General as a part-time adjudicator on the Ontario Land Tribunal. Jen also previously served as an instructor in various continuing legal education topics and as a director and treasurer of several non-profit organizations. --- - Published: 2021-01-11 - Modified: 2024-02-09 - URL: https://www.foglers.com/people/kristie-tsang/ - Positions: Associate Kristie is an Associate in the firm’s Indigenous Practice Group and is developing a diverse practice serving Indigenous governments, communities, and their members. In her practice, Kristie's work is centred around supporting Indigenous clients in the assertion of inherent jurisdiction. This includes legislative and agreement drafting, participating in government negotiations, and advising on not-for-profit governance matters. Kristie also has experience appearing before various levels of court on appellate matters, and providing advice on membership and citizenship, treaty, and other rights-based matters. Kristie completed her J. D. at the University of Ottawa with a specialization in Aboriginal Law and Indigenous Legal Traditions. Prior to attending law school, she completed an Honours Bachelor of Social Sciences from the University of Ottawa, where she majored in International Development and minored in Political Science. In her spare time, Kristie enjoys cooking, watching documentaries, and learning new languages. --- - Published: 2020-08-31 - Modified: 2025-06-12 - URL: https://www.foglers.com/people/hailey-abramsky/ - Positions: Partner Hailey is a Partner with the firm’s litigation and dispute resolution group. She maintains a broad commercial litigation practice with areas of focus in real estate litigation, professional liability, and contractual disputes. Hailey is a passionate advocate and a natural storyteller with a talent for distilling complex legal issues into simple terms. Hailey has acted as counsel for businesses and individuals in a wide range of matters before all levels of Court in Ontario, in administrative tribunals, and in private arbitrations. Clients appreciate her pragmatic and results-oriented approach. Hailey summered and articled with Foglers and re-joined the firm as an Associate after working at a boutique litigation and land development firm in Toronto. She also has previous experience in commercial real estate, employment, and insurance defence law at boutique firms in Toronto and in her hometown of Kingston, Ontario. Hailey received her Juris Doctor from the Faculty of Law at Queen’s University, where she served as the President of the Queen’s Law Cancer Society and the Communications Director for Juris Diction, the law school’s student-run newspaper. Prior to entering law school, Hailey earned her Bachelor of Arts in English Literature from McGill University. Hailey regularly volunteers with Pro Bono Ontario, providing legal advice on civil litigation and landlord and tenant matters to low-income Ontarians. --- > Lawrence advises a wide variety of business clients, ranging from owner-operated businesses to large corporations. - Published: 2020-08-31 - Modified: 2025-02-04 - URL: https://www.foglers.com/people/lawrence-d-aldelberg/ - Positions: Partner Lawrence advises a wide variety of business clients, ranging from owner-operated businesses to large corporations. Lawrence acts for clients in all aspects of the business life cycle, including general corporate and commercial matters, reorganizations, mergers and acquisitions and business succession planning. Over the years, Lawrence has acted for both lenders and borrowers on numerous secured financing transactions, including substantial multi-lender transactions. Lawrence also advises clients with respect to residential and commercial real estate and leasing matters. He was interviewed and quoted on the topic of estate freezes in an article in Morningstar entitled "How Retiring Business Owners Can Zap the Taxman" and has spoken on various topics at the North York Chartered Accountants Association, the Etobicoke Chartered Accountants Association and the Canadian Bar Association Annual Institute. Lawrence coaches his two sons in a local rec hockey league, plays hockey himself, and skis and cycles when he can find the time. --- - Published: 2020-08-31 - Modified: 2025-03-13 - URL: https://www.foglers.com/people/tammy-j-anklewicz/ - Positions: Partner Tammy Anklewicz has been practicing in the fields of estates, trusts and charities law for over 30 years. She advises clients in the estate and succession planning context, drafting wills, trusts, powers of attorney and other related documents. Tammy also prepares domestic contracts and has a particular interest in both incapacity and elder law. Tammy also assists her clients in giving effect to their philanthropic intent, whether through creating private charitable foundations or structuring gifts to existing charities. In the trust and estate administration areas, Tammy advises executors and trustees in matters ranging from applications for certificates of appointment, fiduciary obligations, passings of accounts and contested trust and estate matters. Tammy is active in the Estates and Trusts bar and is a member of the Canadian Bar Association, the Society of Trust and Estate Practitioners (STEP), the Canadian Tax Foundation and Estate Planning Council, Toronto. She has been recognized, as well, as the 2013 recipient of the Professional Advisory Committee Award of Excellence by the Jewish Foundation of Greater Toronto. --- - Published: 2020-08-31 - Modified: 2025-02-04 - URL: https://www.foglers.com/people/elizabeth-armstrong/ - Positions: Associate Beth is an associate in the Indigenous Practice Group and is developing a broad practice serving Indigenous governments, communities and their members. Beth has experience providing advice to Indigenous governments on economic development matters including: structuring best practices, the development and implementation of customized corporate governance frameworks and adapting and Indigenizing colonial corporate frameworks and structures to better reflect and serve her clients' needs. Legislative drafting and policy development form a large part of Beth's practice and she frequently assists Councils and communities in the development of laws and policies based on inherent jurisdiction, recognition agreements such as the Framework Agreement on First Nation Land Management and statutes such as the and the Indian Act and An Act respecting First Nations, Inuit and Métis children, youth and families. --- > Kathryn's practice is focused on helping clients achieve their estate-planning goals by providing advice on wills, trusts, the transfer of assets, powers of attorney, and estate administration. - Published: 2020-08-31 - Modified: 2025-03-13 - URL: https://www.foglers.com/people/kathryn-balter-wills-and-estates-lawyer-fogler-rubinoff-llp/ - Positions: Partner Kathryn's practice is focused on helping clients achieve their estate-planning goals by providing advice on wills, trusts, the transfer of assets, powers of attorney, and estate administration. She works in partnership with her clients to help them navigate complex matters and to protect and plan for the transfer of their personal assets. Kathryn is active in the estates and trusts bar and is a member of the Ontario Bar Association (OBA) Executive for Trusts and Estates law. While on the Executive Committee for the OBA Trusts and Estates Law section, Kathryn spearheaded the Make a Will Month initiative that has provided hundreds of public information sessions across Ontario, partnering with the Toronto Public Library, and actively participated in the development of emergency legislation to address the Covid-19 pandemic in Ontario relating to the execution of Wills and Powers of Attorney. Kathryn is also a member of the Society of Trusts and Estates Practitioners (STEP). Kathryn has contributed to the OBA Trusts and Estates Law newsletter and to the firm’s publications. She speaks at various professional and public programs on the topic of wills, estates and substitute decision-making. --- - Published: 2020-08-31 - Modified: 2025-02-06 - URL: https://www.foglers.com/people/bruce-s-batist/ - Positions: Partner Bruce was admitted to the Ontario Bar in 1989 and has practiced civil and commercial litigation since. Bruce has particular experience and expertise in the following areas: shareholder and partnership disputes; commercial contract disputes; commercial landlord and tenant litigation and enforcement; real estate litigation, including condominium disputes and title insurance defence; negligence and breach of fiduciary duty; secured and unsecured loan and mortgage enforcement and defence; estate and trust litigation; construction; fraud; creditors' rights and bankruptcy and insolvency litigation. Bruce represents individuals as well as businesses of all sizes in a broad range of industries involved in complex commercial disputes. Bruce has appeared as lead counsel and before administrative and arbitral tribunals. He has successfully litigated before the trial and appellate levels of the Ontario Superior Court of Justice, the Divisional Court, and the Court of Appeal of Ontario and on applications for leave to appeal to the Supreme Court of Canada. In addition to his significant commercial litigation experience, Bruce has successfully resolved disputes through negotiation and mediation. Bruce is also trained as a certified mediator and is available to mediate a variety of civil and commercial disputes and to conduct civil and commercial arbitrations. --- - Published: 2020-08-31 - Modified: 2025-02-06 - URL: https://www.foglers.com/people/i-william-berger/ - Positions: Partner Bill has a wide-ranging business law practice focusing on commercial transactions and general corporate matters. His practice covers all aspects of commercial transactions, including financings, commercial contracts, asset management and development agreements, joint ventures, acquisitions, operating contracts, leasing, and licensing. Furthermore, Bill acts as corporate counsel to many private companies. He is respected as trusted counsel because he provides strategic advice and creative solutions in almost every aspect of their business, across diverse industries such as staffing, building products, hospitality, sports, manufacturing and retail. Bill also provides compliance advice on competition law and the application of the Investment Canada Act. --- - Published: 2020-08-31 - Modified: 2022-07-18 - URL: https://www.foglers.com/people/stephen-a-bernofsky/ - Positions: Partner Stephen represents companies in all facets of labour relations and employment law. He has conducted extensive collective bargaining, conciliation and mediation. Stephen has vast and valuable experience at hearings at the Ontario Labour Relations Board, Boards of Arbitration, the Federal Court of Canada and the Ontario Courts, including the Divisional Court and the Court of Appeal. A significant part of his practice includes the representation of management in wrongful dismissal actions and providing sound and practical legal and business advice to companies and their management team in all areas of employment law including negotiating and drafting employment agreements, employment standards, human rights, workplace safety and insurance and occupational health and safety. Often Stephen is required to provide advice on employment and labour matters involving substantial Ontario and cross-border business transactions. He continues to conduct client seminars and has participated as a speaker at many conferences with emphasis on labour relations and employment law. Stephen is often consulted with respect to companies that have made proposals under the Companies' Creditors Arrangement Act or have made a proposal in bankruptcy and the effect on employees, officers and directors. --- - Published: 2020-08-31 - Modified: 2025-02-06 - URL: https://www.foglers.com/people/monica-e-bianchini/ - Positions: Partner Monica’s practice focuses on all aspects of commercial real estate with a particular emphasis on acquisitions, dispositions, financings and property project development.   Monica has acted for a broad range of clients including REITs, private corporations, individuals, developers, governmental organizations and trustees appointed by the Court to dispose of real property. Monica’s project experience includes mixed-use developments and condominium developments including acting for developers in the preparation of condominium documents, disclosure documents, construction and development documents, condominium registration and completing interim and final closings. She has also represented insurers for deposit insurance. --- - Published: 2020-08-31 - Modified: 2025-03-13 - URL: https://www.foglers.com/people/leonard-bosschart/ - Positions: Partner Leonard Bosschart’s practice focuses in the areas of trusts and estates as well as charities and not-for-profit law. As counsel to entrepreneurs, private companies, high-net-worth individuals and family offices, Leonard provides advice on tax planning, cross-border estate and tax planning, succession planning, and on wills and trusts. He also advises on post-mortem planning, working with trustees on administration of estates, as well as acting for beneficiaries on passings of accounts and other estate and trust matters. Many of Leonard’s clients are private or family business enterprises, and as a result, he is well aware of the needs of the owner-entrepreneur and works closely with his clients to achieve their objectives. Leonard also advises clients on the establishment and administration of charities and not-for-profit corporations. Leonard is a member of the Society of Estates and Trust Practitioners (STEP) and the Ontario Bar Association – Estates and Trusts and Charities sections. He is a frequent speaker and author on the topic of trusts and estates, including co-presenting Complex Issues in Estate Planning: Mutual Wills and Domestic Contracts for Osgoode Law School’s Professional Development program. Leonard is currently Co-Chair of Foglers’ Tax, Wills and Estates Department. --- - Published: 2020-08-31 - Modified: 2025-02-06 - URL: https://www.foglers.com/people/don-bourgeois/ - Positions: Counsel Don has over 25 years of experience in the gaming sector, primarily in executive positions, including casinos, charitable gaming, lottery, internet gaming, and horse racing. He was previously General Counsel for the Alcohol and Gaming Commission of Ontario, where he was also Deputy Registrar and counsel for the Ontario Racing Commission and its Executive Director. Don was the architect of the AGCO’s shift to a risk-based approach to regulation and the modernization of the liquor licensing regulatory structure and the Gaming Control Act and its regulation, the development of the Registrar’s Standards and Requirements, the Registrar’s eligibility assessment process for applicants for registration or licensing, and the AGCO’s regulatory assurance program. He is Co-Director of the Osgoode Professional Development’s Certificate in Gaming Law and the author of several legal texts, including The Law of Charitable and Casino Gaming and numerous articles. He is the recipient of several awards, including the Canadian Gaming Association’s Industry Leadership and Outstanding Contribution. --- - Published: 2020-08-31 - Modified: 2025-02-06 - URL: https://www.foglers.com/people/blair-w-m-bowen/ - Positions: Partner Blair is a trial lawyer specializing in corporate and commercial litigation. Blair has conducted numerous trials, commercial arbitrations and appeals for more than 30 years. Clients appreciate his experienced approach to dispute resolution with strategies that balance advocacy and pragmatism. Blair has appeared as counsel in all levels of court in Ontario, as well as in the Superior Courts of British Columbia and Nova Scotia, the Court of Appeal of British Columbia, the Federal Court of Canada, the Tax Court of Canada, and in leave applications to the Supreme Court of Canada. Blair has argued matters before tribunals such as the Ontario Securities Commission and the Law Society Tribunal. Blair is a strong advocate on behalf of his clients, and his extensive trial experience allows him to help clients both in and out of the courtroom. A representative sample of Blair's experience includes: Defending product liability claims on behalf of a manufacturer of heavy-duty commercial vehicles Acting for shareholders of corporations in prosecuting and defending oppression remedy and related claims Representing employers in breach of fiduciary duty and breach of confidence actions against departing executives Acting for manufacturers in contractual disputes with distributors and sales agents Resolving disputes between franchisors and franchisees Acting for lawyers and paralegals who are facing disciplinary proceedings before the Law Society Tribunal --- - Published: 2020-08-31 - Modified: 2025-04-14 - URL: https://www.foglers.com/people/denis-a-chamberland/ - Positions: Counsel Denis Chamberland is widely regarded as a leader in public procurement, government contracts and public-private partnerships projects (PPP). He has been a pioneer in the development of public procurement law in Canada since the early 2000s, having imported and adapted to Canada's leading procurement practices established elsewhere, for example, the Competitive Dialogue from Europe and the Best and Final Offer from the United States. He was retained by the Ontario Ministry of Finance to advise on the development of the Broader Public Sector Procurement Directive and to draft the template documents (i. e. RFP and project agreement), which are now standard documents across the Broader Public Sector in Ontario. Over the years, he has consistently been recognized as a leader in various law-ranking organizations, such as Chambers Global: The World's Leading Lawyers for Business; Who's Who Legal - The International Who's Who of Public Procurement Lawyers; Best Lawyers, and The Legal 500. Much of his work in recent years has focused on health sector projects in Canada, Ireland and Saudi Arabia, primarily focusing on complex managed equipment services transactions involving high-end medical technology. Denis also works with Indigenous communities on procurement projects aimed at achieving economic development. --- > Harriette is a partner in the firm's business law group, with a focus in mergers and acquisitions. - Published: 2020-08-31 - Modified: 2025-02-06 - URL: https://www.foglers.com/people/harriette-e-codrington/ - Positions: Partner Harriette is a partner in the firm's business law group, with a focus on mergers and acquisitions. She has experience working on both domestic and cross-border commercial transactions, including acquisitions, dispositions, private equity offerings, and corporate reorganizations. Harriette is also a member of the firm's banking and financial services group, and has worked with both lenders and borrowers on secured lending transactions, acquisition and project financings, securitizations and participations. In addition to her transactional practice, Harriette enjoys working with entrepreneurial clients starting or looking to grow their businesses, providing advice relating to structure and organization, financing considerations, shareholder and partnership arrangements, and key operating contracts. --- - Published: 2020-08-31 - Modified: 2025-06-12 - URL: https://www.foglers.com/people/steven-cygelfarb/ - Positions: Partner Steven practices exclusively in the area of commercial leasing. He acts for landlords, tenants, developers, lenders and property managers in respect of industrial, commercial and office leases. Steven has been a guest lecturer for the Law Society of Ontario, The Canadian Bar Association, The Institute for International Research, The International Council of Shopping Centres and CIPREC. He is listed annually in The Canadian Legal LEXPERT Directory in the "Consistently Recommended" category for leading Toronto property leasing lawyers and in The Best Lawyers™ in Canada for commercial leasing and real estate law. --- > Vern DaRe's practice focuses exclusively on bankruptcy and insolvency law and creditor and debtor rights. - Published: 2020-08-31 - Modified: 2022-09-13 - URL: https://www.foglers.com/people/vern-w-dare/ - Positions: Partner Vern DaRe's practice focuses exclusively on bankruptcy and insolvency law and creditor and debtor rights. He has a broad range of experience which includes advising and appearing in court on behalf of receivers, trustees, monitors, secured creditors, landlords, equipment lessors, unsecured creditors and debtors in commercial reorganization, receivership, bankruptcy, liquidation and enforcement proceedings. Vern is a frequent speaker at bankruptcy and insolvency conferences. He also writes extensively in the area of bankruptcy and insolvency law, and several of his articles have been cited by the courts. He is co-author with John Honsberger of Bankruptcy in Canada (5th ed. ) and Debt Restructuring: Principles and Practice and is also a contributing editor of Falconbridge on Mortgages and O'Brien's Encyclopedia of Forms, chapters "Arrangements with Creditors" and "Bankruptcy and Insolvency". Vern was an Adjunct Law Professor for six years at the University of Western Ontario, Faculty of Law, where he taught Corporate Reorganization and Bankruptcy and Insolvency Law. He was also an instructor in the Insolvency Law Section of the Ontario Bar Admission course. Before joining Fogler, Rubinoff LLP, Vern practised at major law firms and insolvency boutiques in Halifax and Toronto. He was also legal counsel with the Manitoba Law Reform Commission and prior to private practice clerked with the Chief Justice of the Italian Constitutional Court. --- - Published: 2020-08-31 - Modified: 2025-02-27 - URL: https://www.foglers.com/people/milton-a-davis/ - Positions: Partner Milton Davis was called to the bar in 1978. Since that time he has practiced in the area of commercial litigation specializing in banking and real estate litigation, corporate and shareholder disputes, mortgage remedies and professional negligence claims. Milton was certified as a specialist in civil litigation in 1985. He has been involved as counsel in over 200 reported decisions, at all levels including the Supreme Court of Canada. He has acted as counsel in an extensive number of leading cases involving professional negligence by lawyers and other professionals. Milton has also acted in many significant real estate and mortgage cases at both the trial and appellate level. In March 2012, he argued the first real estate case heard by the Supreme Court of Canada in 15 years. Two of the foremost appeals in Canada involving shareholders rights were successfully argued by Milton. In addition to his courtroom experience, he has acted to recover millions of dollars for plaintiffs in lawyer malpractice cases. He has successfully prosecuted to trial or settlement, more than forty of these cases. Amongst those cases are precedent setting decisions that have defined the standard of care for lawyers practicing in various fields. He has also successfully defended lawyers and other professionals in malpractice claims. For over thirty years, Milton has represented some of the largest financial institutions in Canada. Accordingly, he continues to be on the recommended list of counsel for one of Canada’s largest banks. Since his call to the bar in 1978, Milton has been a frequent lecturer and instructor at the Law Society of Ontario and at the Osgoode Hall Law School, Trial Advocacy Program. He was a lecturer in civil procedure and trial advocacy for the Bar Admission Course from 1985 to 1990. He has lectured and written extensively in the areas of real estate, mortgage remedies, injunctions, civil procedure, evidence, and trial advocacy. He was a lecturer at the Canadian Bar Association Annual Institute in 1985, 1999 and 2000 and author of the 2014 and 2022 editions of Halsbury’s Laws of Canada - Debtor and Creditor. --- - Published: 2020-08-31 - Modified: 2025-02-19 - URL: https://www.foglers.com/people/ronald-d-davis/ - Positions: Partner Ron Davis offers over 40 years of unique litigation experience, combining high-level analytical skills with advanced written advocacy abilities. Working creatively and collaboratively with clients and Foglers colleagues, Ron helps develop strategies that optimize outcomes and minimize costs for the client.   Ron has not only worked with some of the country’s top litigators to supercharge clients’ cases before all levels of Court, up to the Supreme Court of Canada. He has also enjoyed multiple careers. On the law side, Ron – who is multilingual – is a cum laude graduate of the highly-regarded Common Law en français program at the University of Ottawa. He taught at the Law Society of Ontario’s Bar Admission Course for a decade. He has edited and written over 50 articles and books on varied topics: social media, lawyers and technology, mortgage litigation, business valuation, linguistics, and jazz piano. Beyond law, Ron holds a Ph. D. in French linguistics from the University of Toronto. He was an Assistant Professor there for five years. Finally, Ron has an international career as an acclaimed jazz pianist and recording artist (13 recordings to date). Foglers is proud of Ron’s 2020 nomination for a JUNO award. These diverse achievements give Ron a special edge or, as Ron likes to call them “lawyer superpowers”, in all areas of litigation. In his spare time, Ron loves to follow the technology world (he’s definitely Windows, not Mac), read great literature, and argue about movies. And as an avid Iyengar yoga practitioner, Ron is always ready to do backbends and headstands with you. --- - Published: 2020-08-31 - Modified: 2025-01-03 - URL: https://www.foglers.com/people/roberto-de-pasquale/ - Positions: Partner Roberto is a Partner in the firm’s business law group. He is developing a corporate commercial practice focused on mergers, acquisitions and corporate finance. Roberto has assisted companies in various industries and different stages of growth. He regularly helps companies navigate complex regulatory issues, particularly in the privacy space. Since 2022, Roberto is annually recognized in The Best Lawyers™ in Canada: Ones to Watch in the area of corporate law. Roberto summered and articled at Foglers and was formerly Co-Chair of the firm’s Associates Committee. While at Foglers, he spent three months in Milan working in the corporate group of a leading Italian law firm. This experience allowed Roberto to gain a deeper understanding of the global legal market so that he can better serve clients whose transactions are multi-jurisdictional in nature. Roberto is a graduate of Western University’s Ivey Business School and Western Law. In his spare time, Roberto enjoys travelling, talking about economic policy and trying new restaurants. --- - Published: 2020-08-31 - Modified: 2025-03-26 - URL: https://www.foglers.com/people/eugene-f-derenyi/ - Positions: Partner Eugene is an experienced advocate for clients seeking advice on protecting and licensing their intellectual property, managing their intellectual property portfolios, and avoiding infringement risks across a wide range of industries. He has appeared before the Supreme Court of Canada and is registered to practice as a patent and trademark agent before the Canadian Intellectual Property Office, the Canadian PCT Office and the United States Patent and Trademark Office. Additionally, Eugene advises on patent infringement and validity matters, conducts patent due diligence for corporate transactions and carries out patent portfolio assessments. Eugene is the Past Co-Chair of the Patent & Industrial Design Committee of the Canadian Bar Association. --- > Carol's practice is focused in the area of condominium law and condominium related litigation. - Published: 2020-08-31 - Modified: 2025-06-12 - URL: https://www.foglers.com/people/carol-a-dirks/ - Positions: Partner Carol's practice is focused in the area of condominium law and condominium related litigation. Carol regularly advises Board of Directors on the requirements of the Condominium Act, 1998, including condominium governance matters, easements and licensing issues, reserve fund and budgeting, common expense collection, board and owner meeting requirements and procedure, as well as enforcement of the Act, Declaration, By-laws and Rules. As part of her litigation practice, Carol has appeared before the Superior Court of Justice, Court of Appeal for Ontario, the Human Rights Tribunal of Ontario, the Licence Appeal Tribunal, as well as the Landlord and Tenant Board. She has been involved in a number of highly publicized legal actions on behalf of her condominium clients, including defending of an evacuation order of condominium building ordered by the Chief Building Official, urgent injunctive relief involving misappropriation and fraud claims in condominiums, and the appointment of an inspector and administrator under the Condominium Act, 1998. She has considerable experience with construction deficiency claims including Tarion Warranty, condominium conversions, construction liens, human rights, as well as employment claims, and has been successful in negotiating favourable settlements on behalf of her clients. --- - Published: 2020-08-31 - Modified: 2025-01-27 - URL: https://www.foglers.com/people/michael-donsky/ - Positions: Partner Michael is an experienced civil litigator. His practice has a particular focus on broker liability litigation and employment law matters. Michael has also acted as lead counsel on matters before the Ontario Superior Court of Justice, the Court of Appeal for Ontario and the Supreme Court of Canada. As well he has appeared on administrative matters involving the Mutual Fund Dealers Association, the Investment Industry Regulatory Organization of Canada, The Financial Services Commission of Ontario, the Chartered Professional Accountants Ontario and the Ontario Securities Commission. He has acted and advised on employment matters involving Employment Standards, Human Rights and wrongful dismissal claims (both employee and management side). As well, in the regulatory area, he has acted on behalf of both dealers and individual registrants. Michael has acted on matters before the Human Rights Tribunal of Ontario. He has also acted in a variety of areas including securities, regulatory enforcement and professional negligence. Michael represents registrants in proceedings before provincial securities commissions, self-regulatory organizations and the courts. He has advised corporations and individuals involved in proceedings before provincial securities commissions and in general employment matters. Michael has successfully resolved numerous litigation claims through trial and appeal and Michael has successfully resolved many more claims, both litigation and regulatory, through mediation and negotiation. --- - Published: 2020-08-31 - Modified: 2025-03-13 - URL: https://www.foglers.com/people/shaun-m-doody/ - Positions: Partner Shaun is a Partner in Fogler Rubinoff's Tax and Wills and Estates departments. He joined the firm in 2013 after previously working at a large boutique Canadian tax firm. His practice centres on corporate and personal taxation and estate planning for owner/managers, entrepreneurs, trusts, and high-net-worth individuals. Shaun has taken the Canadian Institute of Chartered Accountants In-Depth Tax Course as well as the CICA In-Depth HST/GST Course. He is a regular contributor to the Fogler, Rubinoff LLP tax newsletter "Dollars and Sense", is a co-author of The Death of a Taxpayer, and produces an annual webcast for CCH Canadian Limited dealing with estate planning and taxation on death. Shaun has experience in a number of tax and estates-related areas, including: Estate freezes Voluntary disclosures Owner/manager tax and succession planning including corporate reorganizations Will planning and drafting Settling trusts, including family, alter ego, joint partner, and others Implementing "butterfly" reorganizations (including both 55(3)(a) and (b) reorganizations) --- - Published: 2020-08-31 - Modified: 2024-05-03 - URL: https://www.foglers.com/people/tim-duncan/ - Positions: Partner Tim is a vigorous and adaptable commercial litigator with particular expertise in Bankruptcy and Insolvency issues and Land Use Planning matters.   In various capacities and acting for a wide range of clients, Tim has appeared before the Ontario Superior Court of Justice, the Divisional Court of Ontario, the Court of Appeal of Ontario, the Ontario Court of Justice, the Ontario Land Tribunal and various municipal committees. Tim advises clients on both the debtor and creditor sides of proposals to creditors, bankruptcies, receiverships and restructurings. Tim regularly acts on development applications and approvals and also certain permit prosecutions. In each and every case he touches, Tim conducts his practice with a consistent focus and vision: listen to the client; tailor the approach; execute on the plan. When he is not practicing law, Tim is golfing.  Ever since his first job scrubbing clubs and golf carts, Tim is at home on the links. He loves to compete and he loves to be outdoors. Tim is also a musician, snowboarder and avid reader of literature and criticism. --- > Albert provides clients with legal and strategic advice on environmental and renewable energy law matters. - Published: 2020-08-31 - Modified: 2025-03-13 - URL: https://www.foglers.com/people/albert-m-engel/ - Positions: Partner Albert is certified by the LSO as a Specialist in Environmental Law. He provides clients with legal and strategic advice on environmental and renewable energy law matters. He has a Masters in Environmental Studies and joined Foglers in 2010 after 10 years with the Legal Services Branch of Ontario’s Ministry of the Environment and Climate Change ("MOECC"). He assists clients with renewable energy project issues and has represented approval holders in numerous renewable energy approval (REA) hearings, including Ontario's first (Erickson v. Ontario (Ministry ofthe Environment) OERTDNo. 29; 61 CELR (3d) 1). He also assists clients with environmental and related aspects of transactions and various types of agreements, due diligence, securing necessary regulatory approvals, defences to environmental prosecutions, appeals of environmental orders and approvals, civil litigation involving environmental and related issues, contaminated lands and brownfields redevelopment. He appears before Ontario's Environmental Review Tribunal ("ERT"), the Ontario Energy Board, Ontario Municipal Board, the Fire Safety Commission, and all levels of court including Provincial Offences Court. Albert also represents clients in defence of violations of Ontario's Occupational Health and Safety Act and helps clients navigate any Ministry of Labour investigations and prosecutions. Albert is recognized by his peers for inclusion in The Best Lawyers™ in Canada and as a repeatedly recommended lawyer in the Canadian Legal Lexpert® Directory in the area of Environmental Law. --- - Published: 2020-08-31 - Modified: 2025-05-27 - URL: https://www.foglers.com/people/alexander-evangelista/ - Positions: Partner Alex Evangelista is a Partner in the firm’s Litigation and Dispute Resolution Group. He maintains a broad commercial litigation practice, with experience in contract, real estate, debtor and creditor, shareholder, partnership, insolvency and construction disputes. He also represents clients in administrative litigation involving regulators and other government actors. Alex is a tenacious but pragmatic advocate. He is results-oriented and tailors his approach to his clients' individual needs. In doing so, Alex has appeared as counsel before all levels of court in Ontario (including the Court of Appeal). He also has experience before the Federal Court of Canada, the British Columbia Supreme Court, the British Columbia Court of Appeal, administrative tribunals and private arbitrators. Alex completed his undergraduate degree at the University of Toronto and obtained his J. D. from Osgoode Hall Law School. While at Osgoode, Alex served as President of the law school's student government, the Legal and Literary Society. He also competed as an oralist in the Price Media Law Moot, representing Osgoode at Cardozo School of Law in New York and Oxford University. Prior to joining Foglers, Alex articled with a prominent litigation firm in Toronto. In his spare time, Alex enjoys warming up his courtroom vocal chords at live concerts, creating custom art pieces and being walked by his dog. --- > Joel works extensively in the areas of Land Use Planning and Development, Expropriation, and Municipal Law. - Published: 2020-08-31 - Modified: 2025-06-19 - URL: https://www.foglers.com/people/joel-d-farber/ - Positions: Partner Joel's practice is devoted to the representation of developers and landowners in all aspects of municipal, regulatory, and environmental issues concerning the development, redevelopment and use of land. Joel also handles complex expropriation and public procurement matters for the private sector. Joel regularly appears before the Ontario Land Tribunal and the Ontario Courts, including the Divisional Court and the Court of Appeal. Joel works extensively in the areas of Land Use Planning and Development, Expropriation, Public, Administrative and Municipal Law and Commercial Litigation. --- - Published: 2020-08-31 - Modified: 2025-06-12 - URL: https://www.foglers.com/people/bonnie-e-fish/ - Positions: Partner Bonnie is the Director of Legal Research and Coordinator of the firm's Continuing Professional Development Program. Her practice involves legal research in connection with civil proceedings before the Ontario Courts, the Supreme Court of Canada and administrative tribunals. Bonnie is an Adjunct Professor at the Faculty of Law, University of Toronto teaching Advanced Legal Research, Analysis and Writing and the 1st Year Program in Legal Research and Writing. Bonnie has chaired and spoken at many conferences on legal research and lectured at the Bar Admission Course.   --- - Published: 2020-08-31 - Modified: 2024-09-30 - URL: https://www.foglers.com/people/lloyd-s-d-fogler-q-c/ Lloyd S. D. Fogler is one of the founding partners of Fogler, Rubinoff LLP, established in 1982 by a merger of the Siegal, Fogler and Rubinoff & Rubinoff law firms. He is now retired from the practice of law. Lloyd received his B. Comm (Hons. ) from the University of Toronto in 1954, and his LL. B. (Hons. ) from Osgoode in 1958. He was appointed to the Kings's Counsel in 1970 in the Province of Ontario. Throughout his distinguished career Lloyd has held several directorial positions with organizations such as the Canada Land Company, Brampton Brick Limited, the Royal Ontario Museum, the Canadian Opera Company, the Canadian Society for the Weizmann Institute of Science and Mount Sinai Hospital. --- > Michael has extensive experience in all aspects of health law. - Published: 2020-08-31 - Modified: 2025-03-13 - URL: https://www.foglers.com/people/michael-b-fraleigh/ - Positions: Partner Michael has extensive experience in all aspects of health law. He has significant expertise in the representation of physicians, dentists, nurses and other health care practitioners in regulatory matters including complaints, discipline, quality assurance, fitness to practice and registration issues. He has also represented numerous physicians in hospital privilege disputes as well as in medical malpractice actions. He also advises corporations and institutions with respect to health law issues.  Michael is the co-author of The Law of Acute Care Medicine published by Thomson Reuters which addresses the complexities that arise when medicine, law, and ethics intersect in the treatment and caring for acutely ill patients.   Michael is also an experienced medical malpractice litigator. Having defended physicians in medical malpractice cases for more than 10 years and having represented plaintiffs for 15 years, he is well placed to advocate on behalf of parties involved in malpractice disputes. In addition to his health law practice, Michael also handles civil litigation matters including personal injury, high tech litigation, general commercial litigation, product liability, wrongful dismissal and human rights. Michael has served as lead counsel in matters before all levels of court in Ontario, the Federal Court and Federal Court of Appeal, and various tribunals including the Discipline Committee of the College of Physicians and Surgeons, Royal College of Dental Surgeons of Ontario, College of Chiropodists, College of Audiologists and Speech Language Therapists, as well as the Health Professions Appeal and Review Board, Health Services Appeal and Review Board, Medical Advisory Committees and the Board of Governors of various hospitals. He has also represented numerous parties at Coroners Inquests. Michael has chaired and spoken at numerous continuing education programs for lawyers as well as health care practitioners on issues relating to health law and medical malpractice.   --- - Published: 2020-08-31 - Modified: 2022-06-30 - URL: https://www.foglers.com/people/ross-francis/ - Positions: Counsel Ross came to Fogler, Rubinoff LLP in October of 1995 following a successful career in the Canadian Football League. Followed by approximately nine years of practice comprised of a combination of private practice with a large national firm and as in-house counsel and corporate secretary of a publicly-traded international real estate development and management company. As a senior member of our Business Law Department, Ross' broad experience allows him to tackle a wide variety of corporate and commercial matters. In addition, Ross has vast experience in dealing with contested shareholder meetings, which allows him, at times, to combine his legal and football skills. Ross also applies his strong commercial law background to assist a number of First Nations across Canada in a wide variety of commercial transactions, primarily in the area of renewable energy projects. Ross has been involved in the negotiation of capacity funding agreements, community benefit agreements and the structuring and negotiation of the terms upon which the First Nations participate in energy projects. Ross has also negotiated land lease terms with the provincial government on behalf of a particular First Nation. --- > Alan's practice focuses on Commercial Real Estate and Commercial Leasing. - Published: 2020-08-31 - Modified: 2022-06-06 - URL: https://www.foglers.com/people/alan-j-frank/ - Positions: Partner Alan's practice focuses on Commercial Real Estate and Commercial Leasing. Alan works with clients to maximize their financial and business objectives. Alan's practice includes commercial real estate transactions consisting of acquisitions, dispositions and financing of revenue producing properties including joint ventures, construction, design/build projects and development projects. Alan also specializes in commercial leasing in the office, retail and industrial sectors for both landlords and tenants, representing and advising owners, developers, asset managers, hospitals, banks, Reits, retail chains and retailers in all aspects of leasing, negotiations, rights, remedies, operational and management matters. Alan frequently speaks on real estate and commercial leasing matters for industry groups and professional organizations. He is also the co-organizer of a series of Annual Seminar Programs featuring guest CFO Hospital speakers who are Alan's clients. These seminars are uniquely created for the Hospital sector to focus on creating and maximizing Retail Leasing Revenue for Hospitals. Prior to joining the firm, Alan was Senior Vice President and General Counsel of Olympia & York, an international real estate developer and owner, for 13 years. --- > Joseph’s practice focuses on commercial real estate transaction, commercial mortgages, and mortgage enforcement proceeding. - Published: 2020-08-31 - Modified: 2024-08-28 - URL: https://www.foglers.com/people/joseph-fried/ - Positions: Partner Joseph’s practice focuses on commercial real estate transaction, commercial mortgages, and mortgage enforcement proceeding acting for both institutional and private investors. Clients appreciate Joseph’s ability to navigating them through the challenging process of enforcing mortgages, both residential and commercial. Joseph also has significant experience in all facets of real estate work-outs and restructurings and acts as real estate counsel for receivers. Joseph is recognized as a leading lawyer in The Best Lawyers™ in Canada for real estate law. --- - Published: 2020-08-31 - Modified: 2025-06-12 - URL: https://www.foglers.com/people/martine-garland/ - Positions: Partner Martine is a partner in the firm's Litigation and Dispute Resolution Group, with a focus on commercial litigation. Martine acts for a broad range of clients, including individuals and corporations, both big and small. She recognizes that every client needs advice and a legal strategy that best suits their needs, with consideration of the financial costs of litigation. She has acted in a variety of matters, including cases involving real estate and property disputes, shareholder disputes, oppression remedy proceedings, Mareva and other injunctive proceedings, negligence claims, contractual disputes and estate litigation. Prior to becoming a lawyer, Martine devoted an extensive amount of her life to training for and playing hockey at the highest level. She was a Division I All-American at the University of New Hampshire, and also played for the Team Canada Under 22 women's hockey team program for several years. Martine worked her way up from being at the bottom of the Under 22 program's rankings (and not making the team her first year), to becoming part of the Team Canada Senior National team. Martine achieved a lifelong dream of playing for the Senior National Team at the Four Nations Tournament in Sweden in front of her family. Martine brings to the court room the same work ethic, intensity and intelligence that she did to the arena. While she is a fierce advocate, she also recognizes that not all problems require litigation and early resolution is often the best result for clients. Where litigation is necessary, Martine will take a practical and strategic approach in order to advance her clients’ interests. When she is not litigating, Martine and her wife, Suzanne, try to keep up with their two wonderful and exhausting children, Jack and Shea. She also tries to find time to stay active, either golfing and trying to keep her drives on the fairway, or playing hockey. Martine is a member of the firm's Diversity & Inclusion Committee, and understands the importance of making the firm a more diverse and inclusive place to work. Representative Work Represented an individual shareholder in an arbitration. The arbitrator dismissed the opposing parties' claims of oppression against the client and further denied their request to wind up the corporation. Represented a commercial landlord and successfully received an order for security for costs against a defaulting tenant corporation. Represented a dentist in a claim against him relating to the sale of his dental practice. Represented an individual shareholder who jointly owned a motor vehicle dealership with a friend. The client alleged oppression against the defendants. The Court found the defendants had oppressed our client, and awarded damages: Tahmasebi v Hamid, 2021 ONSC 3775 (CanLII). Represented a mortgagee in obtaining judgment against defaulting mortgagor following power of sale. Represented First Nations' client in action involving dispute over reserve land. Represented a corporation in an oppression remedy application brought by a shareholder. Represented a commercial landlord in an action for unpaid rents against a tenant that vacated the premises prior to the expiry of the lease. Represented an exporter in a claim against a supplier for breach of the Sale of Goods Act. Represented a corporation and its principal in a defamation lawsuit against a former business partner. Represented a musician in a breach of contract claim by a former manager. Represented a motor vehicle dealership in defending claim by a former customer. Represented a not-for-profit corporation in dispute against former partner in a project. Represented a manufacturer of goods against a distributor in a claim for breach of contract, unjust enrichment and a claim for fraudulent conveyance under the Fraudulent Conveyances Act. Martine successfully obtained a Mareva injunction against the defendants at the outset of litigation: S. Cohen Inc. v FD Apparel Limited, 2017 ONSC 2734 (CanLII). --- > Jeff focuses his practice on all aspects of real estate acquisitions and dispositions and real estate development. - Published: 2020-08-31 - Modified: 2023-08-24 - URL: https://www.foglers.com/people/jeffrey-b-goldenberg/ - Positions: Partner Jeff practices in the firm's Real Estate Group. Jeff focuses his practice on all aspects of real estate acquisitions and dispositions and real estate development with a particular emphasis on shopping centres, housing development projects and mixed use developments, including structuring and settling various co-ownership agreements, management agreements and related financings. Jeff has been involved in the development of some of Canada's largest new format or power shopping centres including the land acquisition, joint development agreements with anchor users and processing the development through the entire municipal approvals process and the sale of portions to anchor users. --- - Published: 2020-08-31 - Modified: 2024-04-26 - URL: https://www.foglers.com/people/myriah-l-graves/ - Positions: Director of Professional Development Myriah is the firm’s Director of Professional Development. She is responsible for all aspects of the firm’s summer and articling student programs, including the recruitment, mentoring and performance management of the summer and articling students.   She also oversees all aspects of the firm’s associate program including professional development and career planning and advancement of the firm’s associates. Myriah began working at Fogler’s as an articling student in 2000. Her homegrown career at the firm provides a unique perspective that allows Myriah to guide students through our program and ensure their integration and experience at the firm is rewarding. Prior to taking on the position of Director of Professional Development, Myriah worked as an litigation lawyer specializing in the areas of corporate, employment and construction law. --- > Micheline is an associate in the firm’s business law group. - Published: 2020-08-31 - Modified: 2025-01-13 - URL: https://www.foglers.com/people/micheline-a-gray-smith/ - Positions: Partner Micheline is a partner in the firm’s business law group. Micheline has a diverse corporate commercial practice with an emphasis on mergers and acquisitions. She has worked on a range of domestic and cross-border deals and regularly acts on various corporate reorganizations, financings and corporate governance matters. Micheline quickly becomes a trusted advisor for clients, helping them navigate the legal complexities of buying and selling businesses. She is known for her determination in times that are critical to a transaction. She received her HBA from the Richard Ivey School of Business and her JD from the University of Toronto Faculty of Law. Prior to being admitted to the bar and joining Foglers as an associate, Micheline was both a summer and articling student with the firm. Micheline is a guest lecturer at Toronto Metropolitan University (TMU) and is an advisor for TMU's Law & Business Clinic. She also participates in student recruitment at Foglers. --- - Published: 2020-08-31 - Modified: 2025-06-12 - URL: https://www.foglers.com/people/samantha-green/ - Positions: Partner Samantha is a litigator who delivers sincerity and strategic foresight. Samantha has more than a decade of experience in business disputes, real estate disputes and professional liability claims. She is a business-minded litigator who offers a customized litigation experience for her clients. She actively listens to her clients concerns, examines the big picture, and proactively problem-solves.   Samantha is the Chair of the civil litigation section executive of the Ontario Bar Association and has chaired many professional development programs for early and mid career lawyers on professional liability claims, business development and practice management. Samantha has acted as counsel in trials and motions for summary judgment involving solicitor negligence claims, disputes over breached real estate agreements, and other contractual disputes before the Ontario Superior Court, the Court of Appeal for Ontario the Supreme Court of British Columbia. Samantha is currently enrolled in the Executive MBA with the Ivey School of Business. At Folgers, Samantha is co-chair of the Fogler’s Business Development Committee and is excited to train early-career lawyers on the business of lawyering. --- - Published: 2020-08-31 - Modified: 2025-02-26 - URL: https://www.foglers.com/people/irwin-greenblatt/ - Positions: Partner Irwin practices in both the Business Law and the Securities Law Groups at the firm, and has extensive experience in a broad range of transactions in the corporate/commercial and securities law areas. His practice focuses on mergers, acquisitions and dispositions for both private as well as publicly traded issuers, shareholder and joint venture arrangements, and lending and other sophisticated commercial transactions. Irwin acts on behalf of issuers as well as investment dealers in connection with equity and debt capital market activities, including offerings by way of private placement and prospectus. His clients have included emerging as well as established private and public companies, and he has advised on a number of cross-border transactions. Irwin provides corporate and securities law advice related to directors' duties, related party and other significant transactions, to both issuers as well as market intermediaries. Irwin's deep and varied experience in working as a team member with clients in growing their businesses has given him a broad perspective greatly appreciated by his clients. Many of his client relationships are of a very long-standing nature, which is a testament to his professionalism, commitment and client satisfaction focus. --- - Published: 2020-08-31 - Modified: 2022-03-28 - URL: https://www.foglers.com/people/peter-guselle/ - Positions: Partner Peter provides clients with clear, comprehensive advice and creative tax solutions. His practice focuses on taxation, wills and estate planning advice to high net worth individuals, and general corporate commercial law. He advises corporate clients on a broad range of matters, including reorganizations, financings, acquisitions and divestitures, the sale of private corporations to strategic buyers, shareholder agreements and executive compensation arrangements. --- - Published: 2020-08-31 - Modified: 2025-05-28 - URL: https://www.foglers.com/people/g-michael-hobart/ - Positions: Partner Michael's practice is focused on securities, corporate finance, corporate governance and mergers and acquisitions in the mining industry. He advises Canadian and international clients in connection with a wide range of public equity and debt offerings. Michael has represented mining clients in mining asset and stock purchase transactions, the formation of joint ventures and drafting and negotiating mining agreements. --- - Published: 2020-08-31 - Modified: 2025-03-13 - URL: https://www.foglers.com/people/eric-n-hoffstein/ - Positions: Partner Eric practices corporate and commercial litigation and dispute resolution with a special focus on trust, estate and charity/not-for-profit law. Eric also has extensive experience in construction litigation and real property disputes. Eric also mediates commercial and estate/trust/capacity disputes, helping the parties find a mutually beneficial resolution. The parties, and their lawyers, appreciate Eric's ability to understand what is truly important to each person and help them develop solutions which allow them to move on, leaving the litigation behind them. Eric has appeared as counsel at all levels of Ontario courts and at the Supreme Court of Canada. Eric regularly appears before the Toronto Estates List. His broad experience in trust and estate disputes includes passing of accounts, will challenges, guardianships, dependant relief applications, interpretations, variations, rectifications, and related proceedings. Eric's experience in construction, real property and commercial leasing disputes includes construction lien and trust claims, professional negligence, product liability, mining, land rights, boundary and mortgage enforcement proceedings. As a corporate commercial litigator, Eric has helped clients with fraud investigation and recovery, shareholder disputes, oppression remedies, debt collection, foreign judgement enforcement and risk management advice for private companies. --- - Published: 2020-08-31 - Modified: 2025-01-09 - URL: https://www.foglers.com/people/karl-hopland/ - Positions: Partner Karl emphasizes a practical approach when assisting clients, first by communicating and understanding the issues they care about and then tailoring his services to best meet those needs in a cost-effective and communicative manner. His goal in every matter, small or large, is for clients to understand and appreciate the value add that he has brought to the table. As a Partner in the Business Law Group, Karl has diverse expertise. Mergers and acquisitions and corporate restructurings are his primary focus. He also assists with private equity offerings, capital raises and has assisted borrowers and lenders on secured financing transactions. Recently, Limited Partnership real estate joint ventures have also become a key component of his practice. Entrepreneurial-focused and keen to be at the forefront of emerging industries, Karl is currently developing a practice focusing on startup/high-growth companies to assist them as they navigate starting and/or scaling their businesses. His goal is to provide clients with crucial practical advice in the early stages related to, among other things, formation, founder/shareholder/partnership structure, and early-stage capital raises and securities law compliance. Clients are often surprised by the multitude of important decisions to be made early in the process that will shape the scaling of their business. Being at a full-service firm also gives him access to experts in IP, Privacy and Employment to provide additional expertise in these crucial areas. Karl is an enthusiastic member of the Associates Committee and the Student Recruitment Committee at Foglers. --- > OMVIC lawyer OMVIC Notice of Proposal OMVIC charges OMVIC Provincial Offences Charges Dealership Lawyer Lawyers for Motor Vehicle Dealers Lawyers for Motor Vehicle Salespersons - Published: 2020-08-31 - Modified: 2025-06-12 - URL: https://www.foglers.com/people/justin-m-jakubiak/ - Positions: Partner Justin is a disputes partner with Fogler, Rubinoff with a broad litigation, administrative law and automotive law practice. Justin represents a diverse client base including lawyers, motor vehicle dealers, automotive manufacturers, dealer groups, salespersons, cannabis retailers, private career colleges, real estate professionals and a wide variety of other Ontario licence holders. Justin is a certified by the Law Society of Ontario as a civil litigation specialist and regularly represents clients before all levels of Ontario court and the Licence Appeal Tribunal. Hard work, attention to detail and the fostering of relationships between counsel, clients, the judiciary and other decision makers are the cornerstones of Justin's practice ethos. Justin's main practice areas are: Automotive, transportation and dealership law Motor Vehicle Dealers Act Repair and Storage Liens Act Cannabis Licence Act Private Career Colleges Act OMVIC licensing and registration RECO licensing and registration LSO licensing and registration Provincial offence charges Workplace health and safety and related offences Fire code matters and related offences Debtor/creditor remedies In addition to providing litigation support, Justin regularly assists clients in obtaining and maintaining their professional licences. Justin’s attention to detail, combined with his good working relationship with many regulators and licencing bodies allows him to assist clients in obtaining efficient and quality results. If required, Justin is not afraid to challenge regulators and their sometimes unreasonable positions. He has had significant court and tribunal success in defending his client's rights and navigating the complex world of professional regulation.   Justin is one of only a few lawyers in Ontario with a specialized focus on dealership law. Justin’s extensive experience allows him to assist dealerships, salespersons and mechanics with all matters involving the Ontario Motor Vehicle Industry Council and the Ministries of Transportation and Environment. With respect to the emergent cannabis industry, Justin assists clients in their interactions with the AGCO and obtaining (or maintaining) operator licences, retail store authorizations, and cannabis retail manager licences. Justin has also successfully represented clients before the licence appeal tribunal on some of the first matters to be heard under the Cannabis Licence Act. With a client centered approach, Justin aims to provide effective, efficient and practical legal representation. --- > Ian is a partner in the firm’s commercial real estate and banking and financial services groups. - Published: 2020-08-31 - Modified: 2025-01-17 - URL: https://www.foglers.com/people/ian-n-kady/ - Positions: Partner Ian is a partner in the firm’s commercial real estate and banking and financial services groups. In addition to representing clients in a full range of commercial real estate transactions, including the acquisition, sale and development of commercial, retail, industrial and residential properties, Ian also advises clients on issues related to the structuring of real estate transactions. Ian has extensive experience in banking and real estate finance with an emphasis on construction and development financing, commercial mortgage lending, equity and mezzanine financing, CMBS mortgage lending, syndicated loan transactions and loan restructuring and enforcement.   --- - Published: 2020-08-31 - Modified: 2022-10-06 - URL: https://www.foglers.com/people/martine-r-kaplan/ - Positions: Partner Martin is the Senior Partner and Past Chair of the Litigation Department at Fogler, Rubinoff LLP, having joined the firm to article in 1974 and thereafter being an associate and partner in the firm's Litigation Department. Martin's litigation practice consists of all aspects of construction, insolvency, debtor/creditor, litigation and restructuring law, as well as all other aspects of commercial litigation in the broad spectrum. Martin has been involved in various forms of dispute resolution in construction matters, including mediations and arbitrations. --- --- ## Expertises - Published: 2022-03-11 - Modified: 2022-05-19 - URL: https://www.foglers.com/expertise/insolvency-and-restructuring/bankruptcy/ - Expertise types: Practice Area We are involved in every facet of bankruptcy law. Our practice includes acting for trustees in bankruptcy, debtors and creditors. We routinely provide the following services: advise trustees in bankruptcy in all matters under the BIA and other legislationadvise individual and corporate debtors of their rights and obligations under the BIAadvise creditors of their enforcement options in bankruptcy situations --- - Published: 2020-09-01 - Modified: 2022-06-06 - URL: https://www.foglers.com/expertise/health/hospital-privileges-and-credentialing/ - Expertise types: Practice Area The relationship between physicians and hospitals requires a balance of interests and priorities. Our Health Law group helps you maintain the best possible relationship while ensuring your interests as a health professional are consistently represented and protected. We provide advice and representation in all aspects of the physician credentialing process and in response to immediate suspensions of privileges. Our effective and timely representation of physicians and midwives in privileges disputes includes the Credentials Committee, Medical Advisory Committee, Board of Governors and Health Professions Appeal and Review Board levels. --- - Published: 2020-09-01 - Modified: 2020-11-06 - URL: https://www.foglers.com/expertise/securities-litigation/ - Expertise types: Practice Area Our litigators have wide ranging experience in securities and broker/dealer proceedings. We have extensive experience with the breadth of remedies that are sought in securities cases. We are able to creatively and persuasively present or defend such claims on behalf of our clients. Our clients include brokers/dealers, individual investors, individual registrants and private and public companies. We also advise market participants in proceedings before securities commissions, stock exchanges, and self-regulatory organizations. Our securities litigators have been involved in a variety of high-profile securities-related litigation matters, including: corporate class action litigation involving security disclosure issuesclass actions against securities dealers in connection with recommendations of their analystsactions involving investment advisors including allegations regarding suitability, unauthorized discretionary trading, negligence, breach of contract and breaches of fiduciary dutiesrepresentation of various registrants in proceedings instituted by self-regulating organizations or provincial securities commissionsarbitrations brought under the Arbitration Program of the Investment Dealers Association of Canadarepresentation of management in hostile takeover bidssecurities arbitration involving individual investorslitigation relating to registration and issuing of securitiescorporate governance disputesshareholder derivatives and similar actions for public companiesvaluations and relating claims for private companiesinjunctive and other proceedings relating to departing sales representatives including matters relating to allegations of breaches of fiduciary duties, confidentiality terms and/or restrictive covenants --- - Published: 2020-09-01 - Modified: 2022-06-06 - URL: https://www.foglers.com/expertise/health/complaint-discipline-fitness-quality-assurance-and-registration/ - Expertise types: Practice Area Our Health Law group has vast experience advising health care practitioners on all aspects of their relationships with regulatory colleges. As a health care practitioner, you recognize the significant degree of exposure you face in the event of a College complaint, and understand that expert representation is vital. In such cases, you'll appreciate the confidence our experienced team brings to the representation of health care professionals subject to proceedings before their Regulatory College or at the Health Professions Appeal and Review Board. Our expertise includes a variety of complex, sensitive and challenging matters relating to: defence of health care professionals in disciplinary matters before their college such as sexual impropriety, breaches of standards and conflicts of interestassisting new or foreign trained practitioners to obtain registrationproviding advice and representation to health care practitioners accused of being incapacitated, including assistance before boards of inquiry and fitness to practice committeesrepresentation of health care practitioners in peer review/assessment and before the quality assurance committees of the various regulatory collegeshandling appeals and judicial reviews of adverse decisionsadvocating for physicians participating in the OMA's Physician Health Program --- - Published: 2020-09-01 - Modified: 2022-03-14 - URL: https://www.foglers.com/expertise/employment-and-labour/workplace-safety-and-insurance/ - Expertise types: Practice Area All employers are required to provide a safe work environment and promote the safety of their employees and, where applicable, must have statutory insurance in place. We provide practical and strategic advice to our clients with respect to workplace safety issues, including: applying the legislationmeeting statutory obligationsnavigating the claims processnavigating the labour market re-entry processproviding representation before the applicable administrative tribunal --- - Published: 2020-09-01 - Modified: 2022-03-11 - URL: https://www.foglers.com/expertise/employment-and-labour/occupational-health-safety/ - Expertise types: Practice Area All employers are required to provide a healthy and safe workplace. We provide practical and strategic advice to our clients with respect to health and safety issues, including: compliance with health and safety legislation drafting health and safety policies drafting workplace violence prevention policiesdrafting workplace harassment policiestraining workers on issues of workplace violence and harassment as required under Bill 168advising employers about the minimum legal standards and duties of employers, managers, supervisors and employeesrepresenting employers before regulatory authorities when there is a workplace accident or illnessdefending against orders or penal offences --- - Published: 2020-09-01 - Modified: 2022-03-14 - URL: https://www.foglers.com/expertise/employment-and-labour/labour-relations/ - Expertise types: Practice Area We provide practical and strategic advice to our employer clients on a broad range of labour-related issues, including: applications for certificationbest practices to avoid applications for certificationnegotiating and interpreting collective agreementsresponding to and/or commencing unfair labour practice complaintscollective bargaining and interest arbitrationadvising on bad faith bargaining complaintsadvising on de-certification applicationsstrikes, lockouts, injunctions, picketingsuccessor employer applications management trainingoffering strategic advice during grievance processjudicial review applicationsrepresenting our clients before Provincial and Federal labour relations boards and arbitrators --- - Published: 2020-09-01 - Modified: 2024-12-11 - URL: https://www.foglers.com/expertise/employment-and-labour/human-rights-law/ - Expertise types: Practice Area We provide practical and strategic advice to our clients with respect to human rights issues, including: harassment discrimination accommodation workplace investigations drafting and implementing anti-harassment policies drafting and implementing anti-discrimination policies drafting and implementing accommodation policies representing our clients before the Ontario Human Rights Tribunal, the Canadian Human Rights Commission and the Canadian Human Rights Tribunal --- - Published: 2020-09-01 - Modified: 2024-12-11 - URL: https://www.foglers.com/expertise/employment-and-labour/employment-litigation/ - Expertise types: Practice Area Our Employment and Labour group is committed to addressing our clients' needs efficiently and effectively. In keeping with our client-centred approach, our lawyers prepare and outline strategies offering imaginative, creative and practical advice with a view to achieving an early and favourable resolution of disputes. If settlement is not possible, our experienced lawyers and sophisticated support facilities allow us to forcibly advocate on our clients' behalf throughout the litigation process, at a reasonable cost. To complement our employment litigation practice, our employment and labour lawyers provide opinions on various matters and represent clients in a wide variety of commercial and contractual disputes as well. Our practice encompasses all aspects of employment litigation including: wrongful dismissal actions commencing injunctive proceedings and responding to injunctive proceedings negotiating and interpreting collective agreements collective bargaining and interest arbitration advising on bad faith bargaining complaints advising on de-certification applications strikes, lockouts, injunctions, picketing offering strategic advice during grievance process judicial review applications representing our clients before the Ontario Labour Relations Board harassment and discrimination accommodation workplace investigations representing our clients before the Ontario Human Rights Tribunal representing employers before regulatory authorities when there is a workplace accident or illness defending against orders or penal offences navigating the claims process --- - Published: 2020-09-01 - Modified: 2024-12-11 - URL: https://www.foglers.com/expertise/corporate-commercial/private-equity/ - Expertise types: Practice Area We advise our clients on a wide range of private equity and venture capital transactions, drawing on the expertise of our finance, corporate, tax, intellectual property and securities teams. We act for investors and investees in financing transactions, and buyers and sellers in exit transactions. Our clients include debt and equity funds, angel investors and high net worth individuals, as well as investees that range from start-up companies to well-established businesses. We provide practical and strategic advice on all aspects of private equity arrangements, including: fund formation and capital raising structuring debt and equity investment transactions shareholder/investor and management team arrangements IP structures and protections follow-on financings liquidity events, including IPOs and M&A transactions financial restructurings shareholder and investor disputes --- - Published: 2020-09-01 - Modified: 2022-03-14 - URL: https://www.foglers.com/expertise/corporate-commercial/corporate-reorganizations-and-transactions/ - Expertise types: Practice Area Our team of corporate and tax lawyers will help you effectively structure and restructure commercial enterprises, in virtually all industries. You need effective, responsive advice, and we provide this in a comprehensive manner to ensure that your tax and other corporate objectives are addressed. We possess the knowledge and experience to address all aspects of corporate, commercial and Canadian tax matters and planning and can provide you with advice relating to: mergers and acquisitionsdivestituresloss utilizationreorganizations and restructuringspartnerships, joint ventures and trustsestate freezes and succession planningreorganizations for in-house loss utilization within a corporate groupfreshening strategies for expiring lossesstructuring forms of new business to achieve quickest use of start-up lossesproviding advice and planning on share and asset sales, purchases, business combinations and divestitures --- - Published: 2020-09-01 - Modified: 2024-12-05 - URL: https://www.foglers.com/expertise/commercial-litigation/ - Expertise types: Practice Area We understand that litigation is bad for business. That's why our Corporate and Commercial Litigation team is experienced, aggressive and results-oriented. Knowing our clients' business and their interests in any particular dispute has allowed us to manage and direct the dispute to the desired outcome. Our lawyers have successfully represented individuals, partnerships and corporations of all sizes in commercial disputes through appearances before all levels of courts and tribunals. Our lawyers are also well-versed in all modes of alternate dispute resolution including arbitrations and mediations. We spare no effort and overlook no detail when preparing a litigation strategy in consultation with our clients. To that end, we are able to provide creative and high-quality advice to resolve disputes favourably, so our clients can do what they do best - carry on with running their businesses. Cases in which our litigators are frequently involved include: shareholder and partnership disputes minority shareholders oppression actions and derivative actions directors' and officers' liability banking litigation including bills of exchange, letters of credit, guarantees and financial services non-competition agreement disputes injunctions wrongful interference with contractual relations and unfair competition claims other tort claims, including negligence, misrepresentation, fraud, concealment, conversion, defamation, trade libel or breach of confidence and breach of fiduciary duty product liability claims secured and unsecured debt collection actions enforcement of franchise agreements and other business contracts --- - Published: 2020-09-01 - Modified: 2024-12-11 - URL: https://www.foglers.com/expertise/corporate-commercial/business-succession-planning/ - Expertise types: Practice Area A lifetime of your work and dedication has gone into your family business. Generations before you may have helped build the business, and you wish that generations after you will benefit from these efforts. A successful inter-generational transfer of your family-owned business requires an individualized strategy and a sensitive approach. Balancing continued growth and success of the business with the expectations of other stakeholders and family members requires the vision of experienced professional advisers. Our lawyers help business owners develop succession plans for the future transfers of their closely held businesses. We work with each client to determine their unique goals, objectives, and timelines. We develop strategies and implement plans to address ownership, control, management, key employees, family dynamics, and taxes. Whether you plan for your business to stay in the family for generations or you are already preparing to sell your business, a thoughtfully developed business succession plan will help you achieve your goals. We often act as advisors to family councils designed or established to promote effective communication to and with two or more generations of entrepreneurs. We team up our corporate advisors with our estate and tax planning professionals to ensure fairness, efficiency, business success and family harmony. --- - Published: 2020-09-01 - Modified: 2022-06-14 - URL: https://www.foglers.com/expertise/real-estate-litigation/ - Expertise types: Practice Area Our Real Estate litigation group is committed to finding the most favourable, cost effective solutions to real property disputes. We represent vendors, purchasers, developers, builders, financial institutions, investors, financial brokers, contractors, owners, condominium corporations and board members in a wide variety of disputes, involving, but not limited to: enforcement of agreements of purchase and sale and other real estate contracts;representation of landlords and tenants with respect to forfeiture and termination of leases and the enforcement of rights and remedies granted by contract and applicable law;enforcement under the Condominium Act, 1998;condominium declarations, by-laws and rules enforcement;mediations/arbitration proceedings;secured transactions;construction contracts;construction defects;real estate investment partnerships;title insurance;specific performance;trespass/nuisance claims;adverse possession disputes, boundary disputes and access disputes;easements and rights of way disputes;by-Law and Regulatory infractions; andall aspects of land development before Courts and Tribunals. From litigation involving tenants, landlords, subtenants, licensees, property managers, and related parties, through alternate dispute resolution, our sole objective is to achieve the best possible solution for our clients in the most cost effective manner possible. --- - Published: 2020-09-01 - Modified: 2022-03-11 - URL: https://www.foglers.com/expertise/commercial-real-estate/property-development/ - Expertise types: Practice Area Our Real Estate lawyers help clients change the skyline. With years of experience navigating the real estate market in both upswings and downturns, clients trust us to help them establish forward-looking strategies with their development and re-development projects in both urban and suburban areas, including: industrial and office complexes, high profile residential condominium, hotel, and retail projects, land assemblies, shopping centres, and residential subdivisions. Our Commercial Real Estate group works closely with our Municipal and Planning Law group to ensure you receive the best possible representation throughout the land development process. We can assist you with: negotiating development, subdivision and site plan agreementsstructuring and documenting co-owner and joint venture arrangementsproperty, hotel and development management agreements and construction management agreementsdrafting and negotiating agreements of purchase and sale and lease documentationreviewing and negotiating project loan agreements and financing documentationdrafting and negotiating reciprocal agreements, shared use agreements and site development agreementsenvironmental and regulatory matters --- - Published: 2020-09-01 - Modified: 2020-09-04 - URL: https://www.foglers.com/expertise/infrastructure-and-public-projects/ - Expertise types: Practice Area We provide advice to developers and operators as well as government agencies in connection with all aspects of infrastructure and public projects, including, public private partnerships. We can advise you on: municipal, planning and zoning mattersnegotiating and preparing teaming and strategic agreementsnegotiating development, site plan and servicing agreementsnegotiating public and private partnership agreementsfinancing and securitizationpreparation of all forms of financing documents and conduit lender forms of security and their enforcement --- - Published: 2020-09-01 - Modified: 2024-12-11 - URL: https://www.foglers.com/expertise/commercial-real-estate/condominium-2/ - Expertise types: Practice Area Members of our condominium development practice group represent several developers and builders and work closely with their consulting teams, surveyors, architects, and property managers at all stages of condominium development, as well as the marketing and sale of units. We assist our clients in: land acquisitions and financing obtaining re-zoning and municipal approvals preparing all condominium disclosure documents and agreements required to market and sell condominium units drafting all documentation required for the establishment and maintenance of condominium corporations attending to the timely registration of condominium projects, including occupancy and final closings --- - Published: 2020-09-01 - Modified: 2024-12-11 - URL: https://www.foglers.com/expertise/commercial-real-estate/commercial-leasing/ - Expertise types: Practice Area Our real estate lawyers are a multidisciplinary team with extensive experience in commercial lease negotiations and drafting for retail, industrial and office leasing. We regularly act for landlords, REITs, First Nations, developers, lenders, property and asset management companies, tenants and retailers. We can assist you in achieving your objectives in all leasing-related matters, including: commercial, industrial and office leasing; retail leasing in plazas, stand-alone buildings and shopping centres; ground leases; landlord and tenant rights; guarantees, indemnities and security agreements; subleases, estoppel certificates and non-disturbance agreements; lease enforcement and termination; and renewable energy leasing, including solar and wind energy. We tailor each commercial leasing transaction to help you maximize your success and accomplish your objectives.   --- - Published: 2020-09-01 - Modified: 2024-12-11 - URL: https://www.foglers.com/expertise/commercial-real-estate/real-estate-acquisitions-and-dispositions/ - Expertise types: Practice Area We assist our clients with the acquisition and disposition of commercial, development, office, multi-unit residential, retail, industrial, and residential real estate located throughout Canada. The breadth of our practice ensures that your needs and goals are carefully considered from all perspectives. We can assist you with all real property matters, including: purchase and sale transactions land assembly and development public and private partnerships sophisticated due diligence reviews, including the assessment of environmental, leasing, title, land use, and zoning matters ownership structures, including joint ventures, co-tenancies and partnerships financing negotiation and preparation of closing documentation --- - Published: 2020-09-01 - Modified: 2024-12-04 - URL: https://www.foglers.com/expertise/capital-markets-and-securities/stock-exchange-listing/ - Expertise types: Practice Area We have a broad range of experience assisting our clients gain listings on both the Toronto Stock Exchange and TSX Venture Exchange. Our clients come from a variety of industry sectors, including Mining, Energy, Technology, CleanTech, Banking and Financial Services, REITs and Transportation. We have advised many issuers at various stages in their development with: initial public offerings coupled with a TSX, TSXV listing reverse take-over transactions TSXV Capital Pool Company IPOs and qualifying transactions U. S. and international issuers seeking to list in Canada --- - Published: 2020-09-01 - Modified: 2020-09-04 - URL: https://www.foglers.com/expertise/securities-registrant-regulation-and-compliance/ - Expertise types: Practice Area We are focused on assisting our clients negotiate the dynamic and complex regulatory environments in which they conduct business. We are constantly updating our knowledge base in order to provide our clients with practical and actionable advice. We have solid relationships with Canada's principal securities regulators, with whom we are in constant dialogue, both on a formal and informal basis. Our specific services include: registrationregulatory compliancecontinuous disclosureregulatory investigations --- - Published: 2020-09-01 - Modified: 2024-12-04 - URL: https://www.foglers.com/expertise/capital-markets-and-securities/public-company-maintenance-and-compliance/ - Expertise types: Practice Area We advise public companies and trusts on all matters relating to maintaining their reporting status and complying with ongoing regulatory requirements, including: timely and continuous disclosure requirements shareholder meetings communications with shareholders changes in regulations --- - Published: 2020-09-01 - Modified: 2022-03-11 - URL: https://www.foglers.com/expertise/intellectual-property/trademarks/ - Expertise types: Practice Area Trademarks are often among the most valuable assets of a business. You need to ensure that your trademarks are available, protected, properly used, maintained and enforced, both in Canada and around the world, so that you are taking advantage of the most up to date protection, and so that your ability to compete is not threatened. We advise businesses on: clearance of new trademarks, brands, slogans, tag lines, logos, sound marks, colour marks, product configurations, distinguishing guises, official marks, university marks, and certification markspreparation and prosecution of trademark applications in Canada and globallytrademark infringement and passing off lawsuits, including the prevention of counterfeitslicensing of trademarksdue diligence on trademarks involved in business transactions --- - Published: 2020-09-01 - Modified: 2021-09-27 - URL: https://www.foglers.com/expertise/life-sciences-2/ Capitalizing on the opportunities in the highly regulated life sciences sector requires the expertise, experience and creativity to navigate complex business and legal environments that are often in a state of flux. Our Life Sciences Group serves clients ranging from entrepreneurs to established global companies (both Canadian and foreign) in the following sectors: agriculture, alcoholic beverages (beer, liquor and wine), biofuels, biotechnology, chemicals, cosmetics, food, healthcare, medical devices, medical marijuana, natural health products, non-alcoholic beverages, pesticides, pharmaceuticals (i. e. , prescription drugs, over-the-counter (“OTC”) drugs , biologics and subsequent entry biologics or biosimilars) and wellness coaching. We help clients succeed throughout the life-cycle of their life science products and services by providing cross-disciplinary insight and practical legal advice dealing with a range of issues including: capital raising for life sciences businesses and researchmergers and acquisitions of life sciences businesses, technologies and assetscommercialization of life sciences research, technologies, products and servicespartnerships, joint ventures and strategic alliances of life sciences businessescomplying with the regulatory requirements for life sciences research including those for clinical trialslabelling, advertising, marketing and distribution of life science technologies, products and servicesproduct liability, including safety alerts and recallslicensing and outsourcingprotecting intellectual property and dealing with infringement issuescompliance with the regulatory requirements and approvals under life sciences laws such as the federal Food and Drugs Act and Pest Control Products Act and the Ontario Liquor License Act and Pesticides Acthelping life sciences businesses comply with policies, guidelines and codes published by regulators (both industry self-regulatory and governmental) including Advertising Standards Canada, the Pharmaceutical Advertising Advisory Board, Innovative Medicines Canada, the Pest Management Regulatory Agency, the Canadian Food Inspection Agency, Health Canada and the Competition Bureaucompliance with environmental laws and associated industry self-regulatory and governmental stewardship programslitigation and dispute resolution of business, regulatory and intellectual property issuesdeveloping corporate and regulatory compliance programspublic policy and government relations --- - Published: 2020-09-01 - Modified: 2024-12-04 - URL: https://www.foglers.com/expertise/clean-tech-2/ - Expertise types: Industry We regularly assist our clients in advancing their interests when acquiring, financing, advancing, protecting and commercializing renewable energy projects and clean technology products and services. We are constantly updating our knowledge base in this fast-changing industry to provide our clients with practical and actionable advice, including advising on developments in the applicable laws and regulations. We have successfully assisted our clients with: mergers & acquisitions joint ventures power purchase agreements siting, environmental assessments and other permitting project finance for energy projects land options, leases and other tenures First Nations matters engineering, procurement and construction contracts Our multi-disciplinary CleanTech Industry group provides a wide array of legal services to domestic and international clients, from start-up operations to major corporations with complex clean technology transactional requirements. Our CleanTech Industry group is comprised of a broad spectrum of lawyers and professionals with expertise and experience in energy law, environmental law, technology law, intellectual property law, securities law, and corporate/commercial law and in financial services, mergers and acquisitions, and corporate finance practice areas. We provide practical legal advice to clients on various clean technology matters including: new developments with renewable/alternative energy technologies, including solar, geothermal, wind, hydropower, biomass, biofuels, cellulosic and fuel cells commercialization of clean technology products and services and related businesses, including assisting with early-stage angel and venture capital financing and private equity and initial public offering opportunities protection, management and commercial exploitation of intellectual property structuring and negotiating project financing, joint venture, distribution and licensing arrangements, and mergers and acquisitions of technology companies, businesses and/or assets clean technology infrastructure projects new energy and environmental law requirements and regulatory regimes, including carbon management and emission trading --- - Published: 2020-09-01 - Modified: 2022-03-13 - URL: https://www.foglers.com/expertise/litigation-and-dispute-resolution/tax-dispute-resolution/ Combining expertise in tax law with litigation skills, our Tax Litigation group represents clients at all levels with the Canada Revenue Agency and other government agencies and in tax disputes arising under provincial statutes such as provincial income and capital taxes, sales taxes and payroll taxes. Where resolution is not possible at the administrative level, we act as litigation counsel before the Courts. Drawing on our extensive experience, knowledge, skill and resources, we strive to ensure that our clients receive excellent legal representation. The Tax Litigation group consists of tax appeals including representation during audits, tax objections, voluntary disclosure (commonly known as tax "amnesty") applications, fairness applications and appeals in the Tax Court of Canada, Federal Court of Canada and the Ontario Superior Court of Justice. We have acted on behalf of clients on a wide range of issues including not only substantive tax matters, but also procedural matters such as search and seizure, claims for privilege and requirements to provide foreign-based information. --- - Published: 2020-09-01 - Modified: 2022-03-21 - URL: https://www.foglers.com/expertise/litigation-and-dispute-resolution/professional-regulation-and-discipline/ We act for professionals of all vocations including physicians, nurses, dentists and other health professionals, engineers, architects and accountants on issues of professional conduct and practice review. We help our clients develop a plan and process, as well as provide strategic and legal advice and representation from the first professional council or college notification, through to hearings and appeals. We provide advice and act for clients on matters related to complaints, discipline, quality assurance, fitness, practice and registration issues. --- - Published: 2020-09-01 - Modified: 2022-03-11 - URL: https://www.foglers.com/expertise/litigation-and-dispute-resolution/judicial-reviews-and-appeals/ - Expertise types: Practice Area Our litigation team provides clients with comprehensive expertise when acting for both appellants and respondents in appeals and applicants or respondents in judicial reviews. We are equipped to assess the viability and feasibility of a potential appeal and to provide the focus and substantive law expertise required for a variety of complex judicial review matters. With a creative mindset and the experience of managing a broad range of commercial and regulatory matters, we have the skills necessary to craft effective oral arguments to achieve our clients' goals. --- - Published: 2020-09-01 - Modified: 2022-03-11 - URL: https://www.foglers.com/expertise/commercial-litigation/insurance-litigation/ - Expertise types: Practice Area The Insurance and Tort group is committed to addressing our clients' needs efficiently and effectively. In keeping with our client-centred approach, our lawyers prepare and outline strategies offering imaginative, creative and practical advice with a view to achieving an early and favourable resolution of disputes. If settlement is not possible, our experienced lawyers and sophisticated support facilities allow us to forcibly advocate on our clients' behalf throughout the litigation process, at a reasonable cost. Our practice encompasses all aspects of insurance and tort litigation including: life and disabilitymedical malpractice, hospital and nursing claimspersonal injury for plaintiffs and defendantsproperty losssecuritiescorporateCGL coverageconstruction insurancedirectors and officers liabilityerrors and omissionsprofessional liability including accountants, engineers and architects, insurance brokers, stock brokers, and real estate brokersproduct liabilitybad faith and breach of fiduciary dutyfraudtransportation related claims To complement our claims litigation practice, our insurance and tort lawyers provide opinions on coverage and policy interpretation and represent clients in a wide variety of commercial and contractual disputes. --- - Published: 2020-09-01 - Modified: 2022-03-13 - URL: https://www.foglers.com/expertise/litigation-and-dispute-resolution/estate-litigation/ - Expertise types: Practice Area Members of our Estates and Trust litigation group are well versed in issues involving estate planning and trust administration, and are experienced in mediating or litigating those issues. We provide clients with the consistency and continuity required to bring estate and trust controversies to successful conclusions. We represent clients in a variety of cases, including, but not limited to: will and trusts contestsjudicial interpretation of wills and trustsbreach of fiduciary duty claimschallenges to testamentary capacitydependent support claimsvariation of trust proceedingselections and claims pursuitestate tax litigationclaims by or against estatesremoval and/or replacement of executors and trusteescompetency proceedingspassing of accountsmediation of estate disputesproviding legal opinions regarding disputed mattersseeking guidance in respect of estate administrationassuming the role as administrator in contested estates Whether we are representing institutional trustees or individuals in disputes between beneficiaries, we tailor our litigation strategies to resolve the dispute favorably and expeditiously. --- - Published: 2020-09-01 - Modified: 2024-12-11 - URL: https://www.foglers.com/expertise/commercial-litigation/arbitration-and-alternative-dispute-resolution-adr/ - Expertise types: Practice Area Our lawyers are as experienced out of court as they are in court. This allows them to utilize numerous forms of Alternative Dispute Resolution to solve problems that appear otherwise incapable of resolution. Using arbitration, mediation and various negotiation techniques to increase the options available to manage conflict, our lawyers are able to create value and propose resolutions not available in a traditional courtroom setting. By exploring alternative methods of resolving disputes, our lawyers are better able to understand our clients' interests and work toward getting the result they want. In some cases, parties to dispute are best served by resolving the disputes in a way that preserves and maintains their previously favourable relationships. Alternative Dispute Resolution can be used in appropriate cases to achieve this objective. --- - Published: 2020-09-01 - Modified: 2022-03-10 - URL: https://www.foglers.com/expertise/litigation-and-dispute-resolution/administrative-and-regulatory/ - Expertise types: Practice Area Specific industries are governed by legislation that is enforced and regulated by specialized administrative boards and tribunals. These boards and tribunals have their own rules and processes to conduct hearings and administer legislative and regulatory functions. Our lawyers know these rules and know how to navigate them to get the best results possible for our clients. Many of our lawyers work exclusively with boards or tribunals in specific industries and maintain not only an exceptional knowledge of the law in that industry, but also the practical experience in that industry. This marriage allows our lawyers to provide sound legal advice that also takes into account the nuances of a particular industry. Our administrative and regulatory practice group has considerable experience at all boards and tribunals, as well as conducting appellant and judicial review work at the Divisional Court. Some of the representative work done by our Administrative and Regulatory lawyers includes, but is not limited to matters at the: Ontario Securities CommissionOntario Land TribunalLicence Appeal TribunalHealth Professions Appeal and Review BoardOntario Energy BoardLabour Relations BoardHuman Rights Tribunal --- - Published: 2020-09-01 - Modified: 2022-03-21 - URL: https://www.foglers.com/expertise/health/medical-malpractice/ - Expertise types: Practice Area Medical malpractice claims can have devastating effects on all parties involved. The extensive litigation experience of our Health Law group positions our team to expertly assist you in the most complicated of medical and health care malpractice claims. We have extensive experience acting for plaintiffs as well as defendants in medical malpractice litigation, with over 18 years experience in litigating medical malpractice claims. Our health law professionals also have extensive experience in medical malpractice and personal injury litigation, and have dealt with catastrophic cases where medical mistakes have led to paralysis, brain damage, compromised babies, wrongful death and other serious personal injury. We can facilitate access to a wide variety of medical consultants in every field of specialty. Given the costly nature of medical malpractice litigation, we offer flexible fee arrangements, which reflect the unique nature of each case. --- - Published: 2020-09-01 - Modified: 2022-03-11 - URL: https://www.foglers.com/expertise/intellectual-property/patents-and-industrial-designs/ - Expertise types: Practice Area Patents and Industrial Designs are valuable assets of a business. You need to ensure that your Patents and Industrial Designs are available, protected, properly used, maintained and enforced, both in Canada and around the world, so that you are taking advantage of the most up to date protection, and so that your ability to compete is not threatened. We advise businesses on: Patentability opinions for new inventions, freedom to operate opinions, and Patent and Industrial Design Registration validity opinionsPreparation and prosecution of Patent and Industrial Design applications in Canada and globallyPatent and industrial design infringement lawsuitsLicensing of Patents and Industrial DesignsDue Diligence on Patents and Industrial Designs involved in business transactions --- - Published: 2020-09-01 - Modified: 2022-03-21 - URL: https://www.foglers.com/expertise/intellectual-property/intellectual-property-litigation-and-dispute-resolution/ - Expertise types: Practice Area Once our clients have acquired or developed intellectual property rights, it is essential to enforce such rights in order to maintain them. We assist our clients with every type of intellectual property litigation, including patent, copyright, trademark, and industrial design infringement actions, confidential information actions, cancellation proceedings, post-grant proceedings, passing off actions, domain name actions and complaint proceedings, and any other proceedings necessary to protect and enforce intellectual property rights, or to defend such proceedings which may be commenced against our clients. We also act in judicial review proceedings taken from decisions of the Registrar of Trade-marks or the Commissioner of Patents. Finally, we protect our clients' rights in administrative proceedings decided by the Trade-marks Office and the Patent Office. --- - Published: 2020-09-01 - Modified: 2022-05-19 - URL: https://www.foglers.com/expertise/insolvency-and-restructuring/debtor-in-possession-financing/ - Expertise types: Practice Area When restructuring under the BIA or CCAA or in receiverships, a debtor will often require interim financing. As a result of the last round of bankruptcy reforms, there are now statutory provisions under the BIA and CCAA allowing for DIP financing and DIP charges to be obtained by the debtor during the course of any such proceedings. In this regard, we have acted for the following: DIP lenders in BIA Proposal, receivership and CCAA proceedingsdebtors obtaining DIP financing in receiverships and BIA proposal proceedingsproposal trustees in support of the DIP financing and charge in proposal proceedingssecured creditors obtaining a "carve-out" from the DIP charge in BIA Proposal and CCAA proceedings --- - Published: 2020-09-01 - Modified: 2022-03-10 - URL: https://www.foglers.com/expertise/insolvency-and-restructuring/creditors-and-debtors-rights/ - Expertise types: Practice Area Whether representing the creditor or the debtor, the situation is often urgent and requires timely action. The creditor may need to take immediate enforcement steps against the debtor to collect an outstanding debt whereas the debtor may have to counter those steps by quick action. We have acted on both sides of such conflicts. In particular, we regularly represent the following: banks, other financial institutions, and other creditors enforcing their security under the Bank Act, BIA, PPSA and Mortgages Act and pursuant to the terms of debt instruments granted by the debtor. private receivers and court-appointed receivers in receivership proceedingsdebtors seeking protection or restructuring under the BIA proposal provisions or CCAA --- - Published: 2020-09-01 - Modified: 2022-03-10 - URL: https://www.foglers.com/expertise/insolvency-and-restructuring/asset-realization/ - Expertise types: Practice Area We regularly act for banks, other financial institutions and creditors in the collection of debts and enforcement of security. In particular, we are often engaged to realize on assets under debt instruments and through the use of the following legislation: PPSA (i. e. , sales; foreclosures)BIA (i. e. , interim or national receivers)Mortgages Act (i. e. , power of sale)Repair & Storage Lien Act (i. e. , possession of repaired or stored assets)OBCA and CBCA liquidation and wind up provisions --- - Published: 2020-09-01 - Modified: 2022-06-06 - URL: https://www.foglers.com/expertise/insolvency-and-restructuring/asset-acquisition-and-divestiture/ - Expertise types: Practice Area The purchase or sale of assets in insolvency situations poses some unique challenges to parties involved. We have a broad range of experience to meet these challenges, including: acting for trustees in bankruptcy in asset salesacting for private receivers and court-appointed receivers in the sale of assetsacting for debtors selling assets under the proposal provisions of the BIAacting for purchasers acquiring assets in bankruptcy, proposal, receivership or CCAA proceedingsobtaining Bulk Sales Act exemptions for bulk salesselling or purchasing assets under the PPSA --- - Published: 2020-09-01 - Modified: 2022-03-21 - URL: https://www.foglers.com/expertise/health/reproductive-technologies/ - Expertise types: Practice Area If you are planning to have a child through an assisted reproductive procedure or will either be using a Surrogate, sperm or egg donor or have been asked to assist in one of these ways, our Health Law group provides advice on all aspects of reproductive technologies. Our services include: advice on assisted reproduction laws and their implicationsdrafting assisted reproduction agreements that meet individual needs, including egg and sperm donor contracts and surrogacy (gestational carrier) agreementsexplaining rights and obligations under assisted reproduction agreementsanswering questions and addressing concerns throughout the reproduction process --- - Published: 2020-09-01 - Modified: 2022-06-06 - URL: https://www.foglers.com/expertise/health/professional-liability-claims-and-insurance/ - Expertise types: Practice Area As a health professional, you accept a degree of risk exposure but, to the greatest possible extent, take prudent measures to mitigate that risk. Despite that fact, at some stage of your career you may encounter civil action, in which case you will appreciate the extensive experience of our Health Law group. Members of our group have experience in the defence of civil actions against health care practitioners including negligence and other related claims. We also accept retainers from insurers that may be providing coverage in the event of actions of this nature. --- - Published: 2020-09-01 - Modified: 2022-03-21 - URL: https://www.foglers.com/expertise/health/mental-health/ - Expertise types: Practice Area Our Health Law group provides advice and representation in matters involving the Mental Health Act, Health Care Consent Act and Substitute Decisions Act. Our lawyers have extensive experience in matters relating to the interpretation of legislation as it affects persons with mental illness. We understand the legislation and can advise as to its implications. In this sector, we represent physicians, patients, institutions and regulators. --- - Published: 2020-09-01 - Modified: 2022-03-12 - URL: https://www.foglers.com/expertise/mergers-and-acquisitions/ - Expertise types: Practice Area We negotiate, structure and advise on a wide range of M&A transactions, for both public and private companies in Canada and abroad. We represent acquirers and sellers in the structuring, negotiation, documentation, and closing of mergers, acquisitions, divestitures, exchanges, and joint ventures across a variety of industries. Our full service business law capabilities ensure that our clients' needs are carefully considered from all perspectives and we provide pragmatic advice on transactional matters including: planning acquisition strategies; developing appropriate and tax efficient transaction structures; comprehensive legal due diligence; business combinations through amalgamations and plans of arrangement; take-over defense and shareholder activism including requisitioned shareholder meetings and proxy contests; and assisting target companies in preparing for and defending take-overs, including negotiating support agreements in friendly bids and implementing defense mechanisms in hostile bids. --- - Published: 2020-09-01 - Modified: 2024-12-04 - URL: https://www.foglers.com/expertise/banking-and-financial-services/asset-based-lending/ - Expertise types: Practice Area In these more difficult economic times, businesses are turning to less traditional and more flexible sources of financing, such as asset-based lending (ABL). ABL is quickly becoming a more popular and mainstream choice for companies in need of working capital. Our lawyers act for both asset-based lenders and factoring companies and for borrowers in the wholesale, distribution, manufacturing and service business. We are practical, timely and resourceful in our approach to our client's challenges. We advise on all aspects of an ABL or factoring transaction, including structuring appropriate security requirements, managing legal due diligence processes, drafting and negotiating legal documentation and managing and directing closing and funding. --- - Published: 2020-09-01 - Modified: 2024-12-04 - URL: https://www.foglers.com/expertise/banking-and-financial-services/energy-financing/ - Expertise types: Practice Area Our lawyers have the knowledge and experience to assist domestic and international developers, lenders and investors in the financing of energy generation, transmission and distribution projects and solutions. We advise clients in the conventional, renewable and alternative energy sectors, from start-up companies to major multi-national corporations, including natural gas, solar, geothermal, wind, hydropower, biomass, bio-fuels, fuel cells and other "clean" technologies. With a broad understanding of the economic, political and legal energy issues in Canada and the U. S. , we provide expert legal representation and practical advice on financing and related matters, including structuring and negotiating development, construction and project debt and equity financing, joint venture arrangements, acquisition and licensing arrangements, and the creation of structures and financing arrangements which facilitate First Nations' participation in energy projects. --- - Published: 2020-09-01 - Modified: 2024-12-04 - URL: https://www.foglers.com/expertise/banking-and-financial-services/mezzanine-financing/ - Expertise types: Practice Area Our lawyers have expertise and experience acting for mezzanine and sub-debt lenders as well as for borrowers in this area. We regularly act for institutional and private lenders and funds as well as for borrowers looking to expand with a combination of debt and equity or as an alternative to equity. We understand and are adept at meeting the demands of this fast-paced area of debt financing. We advise on all aspects of the transaction, including structure at the term sheet stage, preparation and negotiation of all legal documents, in particular, preparation and negotiation of inter-lender priority agreements, and attending to the closing and funding of the transaction. --- - Published: 2020-09-01 - Modified: 2020-09-01 - URL: https://www.foglers.com/expertise/real-estate-financing/ - Expertise types: Practice Area You have unique and complex needs for your real estate financing that demand experience and efficiency. Our Commercial Real Estate team has a reputation for excellence and we pride ourselves on our ability to propose innovative secured financing solutions for commercial properties to suit your needs. We regularly act on behalf of both lenders and borrowers, including leading financial institutions, investment dealers, real estate investment trusts, private partnerships, and investors. We will assist you in all aspects of your commercial real estate financing, from the negotiating and drafting of loan agreements and commitment letters, to the preparation of all supporting documentation. We assist our clients with all types of financings, including: acquisition financingconstruction financingconventional mortgage lendingsecuritizationsproject financingrestructurings --- - Published: 2020-09-01 - Modified: 2020-09-01 - URL: https://www.foglers.com/expertise/securitization/ - Expertise types: Practice Area An increasing number of business entities are taking advantage of off-balance sheet and tax driven structures to free up usable capital and minimize taxation. The sale of a stream of cash flows by way of asset securitization is a popular vehicle to achieve these goals. Fogler, Rubinoff is one of the longest standing players in securitization transactions. As a pioneer and leader in this ever growing market, we have acted for issuers, sellers, servicers, and other specialized players in this industry, particularly in the context of the securitization of commercial mortgages. The breadth of our experience allows us to understand and appreciate your needs and the market generally in this specialized field. Our involvement in many securitization transactions enables us to provide you with excellent, efficient service. --- - Published: 2020-09-01 - Modified: 2020-09-02 - URL: https://www.foglers.com/expertise/senior-debt-financing/ - Expertise types: Practice Area We act for major Canadian and international financial institutions as well as for borrowers in various industries in all types of senior financing transactions. Whether you are a small business or a large public company with international operations, we can help. We understand the pressures and challenges on both the business owner and lending client in today's marketplace. Our aim is to provide you with practical and stream-lined advice, innovative solutions and managed risk. We advise on all aspects of a senior loan transaction, from structure, to preparation and negotiation of the loan documentation, including multi-party inter-lender agreements. Our experience includes advising on commercial mortgage transactions, structured financings, syndicated lending, multi-national lending, securitization and project finance. --- - Published: 2020-09-01 - Modified: 2024-12-11 - URL: https://www.foglers.com/expertise/commercial-litigation/broker-dealer-litigation/ - Expertise types: Practice Area Our litigation lawyers have wide-ranging experience in securities and broker/dealer proceedings and the breadth of remedies sought in securities cases. We are able to creatively and persuasively present or defend such claims on behalf of our clients. We have represented investment dealers, mutual fund dealers, registered representatives, salespersons, compliance professionals and other market participants. We have represented investment dealers, mutual fund dealers, registered representatives, salespersons, compliance professionals and other market participants. Our securities litigators have been involved in a variety of securities-related litigation matters, including: actions involving investment advisors including allegations regarding suitability, unauthorized discretionary trading, negligence, breach of contract and breaches of fiduciary duties representation of various registrants in proceedings instituted by self-regulating organizations or provincial securities commissions representation in hostile take-over bids securities arbitration involving individual investors corporate governance disputes shareholder derivatives and similar actions for public companies valuations and relating claims for private companies injunctive and other proceedings relating to departing sales representatives including matters relating to allegations of breaches of fiduciary duties, confidentiality terms and/or restrictive covenants employment-related matters arising from the financial services sector --- - Published: 2020-09-01 - Modified: 2022-03-14 - URL: https://www.foglers.com/expertise/corporate-commercial/corporate-governance/ - Expertise types: Practice Area We advise public issuers and private companies on a wide range of matters related to effective business and committee structuring, accountability matters, governance procedures, board management and other corporate governance matters. We understand and are sensitive to competing interests, and routinely provide advice on time-sensitive, controversial or risk-laden matters. We also advise individual directors and officers, and security holders of public and private businesses, on the enforcement of their rights. We work with our clients on such matters as: board and committee mandates and assessmentsregulatory compliance requirements and best practicesdirector and officer indemnification practicesproxy contestsspecial committees of public issuers in respect of mergers and acquisitionsfiduciary dutiesshareholder relations and dispute resolution --- - Published: 2020-09-01 - Modified: 2020-09-04 - URL: https://www.foglers.com/expertise/equity-and-debt-finance/ - Expertise types: Practice Area We assist our clients with traditional and innovative financing transactions in both domestic and international capital markets. We act for a broad range of clients, including start-ups and other private companies, public companies, investment dealers, exempt market dealers and venture capital funds on all equity and debt finance related matters including: raising capital (public offerings and private placements)IPOsproject financedebt finance and lendingprivate equity transactionsstructured finance and securitizationinstitutional lending --- - Published: 2020-09-01 - Modified: 2024-12-04 - URL: https://www.foglers.com/expertise/capital-markets-and-securities/investment-funds-and-asset-management/ - Expertise types: Practice Area We assist our clients with the creation and continuous disclosure requirements of their investment funds. We act for public mutual funds, private investment funds, exchange-traded funds, commodity pools and special-purpose investment vehicles. In our broad practice, we deal with a range of investment management issues impacting issuers, managers, distributors, financial institutions and service providers, including: establishing new mutual funds, both public and private, and other types of investment fund vehicles renewing annual information forms and prospectuses dealing with Canadian securities regulators on numerous matters, including in respect of investigations, hearings and compliance matters organizing and conducting meetings of fund securityholders; advising on fiduciary, conflict of interest, and fund governance issues advising on tax issues and dealing with taxation authorities --- - Published: 2020-08-31 - Modified: 2021-07-30 - URL: https://www.foglers.com/expertise/intellectual-property/ - Expertise types: Practice Area Our dedicated team of IP professionals immerse themselves in our clients' technologies and industries, and clients benefit from our interdisciplinary and commercially-focused approach to matters. We help our clients meet all of their trademark, patent, industrial design and copyright requirements. From the legal clearance of trademarks of all types, patentability and validity searches and patent drafting, through the registration process, through the enforcement of trademark, patent, industrial design and copyright rights in trademark opposition proceedings and litigation, our expertise provides our clients with the ability to react quickly and the know-how to secure the necessary protection effectively and efficiently. We offer creative solutions to clients whether they require the management of a sizeable portfolio of IP assets, whether they are embarking on an acquisition or licensing program, or whether they own a small number of trademarks, logos, slogans, patents or designs which are central to their success in the marketplace. Our approach focuses on the needs of our clients, and provides flexibility to meet the brand-centred demands of the marketplace and the need to protect innovative technology. --- - Published: 2020-08-31 - Modified: 2024-12-04 - URL: https://www.foglers.com/expertise/banking-and-financial-services/ - Expertise types: Practice Area Over the course of our firm's history, we've had the privilege to work with many of Canada's chartered banks, trust companies, mezzanine lenders and other financial institutions. Our lawyers advise lenders and borrowers in secured and unsecured credit transactions, asset-based financing transactions, construction and real estate development lending, acquisition loans, complex banking transactions, and compliance issues. We act for borrowers ranging from small family-run businesses to large public companies with global operations. Our experienced lawyers bring a business-minded, practical approach to each transaction, with the drive and focus to effectively manage your risk and efficiently get the deal done on your schedule. --- - Published: 2020-08-31 - Modified: 2023-11-08 - URL: https://www.foglers.com/expertise/insolvency-and-restructuring/ - Expertise types: Practice Area Our experienced team handles complex restructuring, bankruptcy, insolvency and creditors’ rights matters, regularly working to improve our clients’ financial and collateral positions. We advise on all types of insolvency and restructuring matters, including debt collection, privately appointed receiverships and court appointed receiverships to proceedings under the Bankruptcy and Insolvency (BIA) and Companies’ Creditors Arrangement (CCAA) Acts. To avoid bankruptcy, we often assist and advise debtors (including corporations, partnerships and individuals) regarding their “restructuring” or “reorganization” options under the proposal provisions of the BIA and the CCAA and other applicable statutes of Ontario and Canada. We have also acted for Proposal Trustees, Receivers and Monitors under various applicable Provincial and Federal legislation. In particular, we have advised the following: debtors and proposal trustees of their obligations under the BIA after the filing of a notice of intention to file a proposal; debtors and proposal trustees regarding the drafting and content of BIA Proposals; monitors under the CCAA; and secured creditors and landlords regarding their rights under the BIA and CCAA. Our experience allows us to represent the interests of various stakeholders in restructuring and insolvency situations and we regularly offer restructuring and insolvency advice in industries such as retail, automotive, health care, transportation, railway, airline, general manufacturing, communications, mining, travel and insurance. --- - Published: 2020-08-31 - Modified: 2025-06-12 - URL: https://www.foglers.com/expertise/indigenous/ - Expertise types: Practice Area Lawyers in our firm's Indigenous Practice bring a depth of experience in advising Indigenous clients on a broad range of matters, including providing advice and acting in disputes concerning the assertion of inherent jurisdiction and other Indigenous and treaty rights; setting up effective business structures that facilitate the expansion of a community's economic development; aboriginal and treaty rights advocacy; and consultations with government and industry. Our team of lawyers has developed innovative legal structures and frameworks for, and successfully represented, groups of Indigenous communities across the country who wish to work together to pursue business opportunities, including through limited partnerships, joint ventures, corporations and trusts. We help our Indigenous clients manage existing and incoming assets, and offer advice and guidance on governance models that reflect and respond to our clients' priorities. First Nations across the country turn to us for strategic guidance on: Setting up economic development corporations and business structures, including joint ventures and partnerships with respect to various industries, including energy, construction and transportation; Drafting governance policies for boards of directors of economic development corporations and providing guidance on the application of governance policies; Advising Councils and communities on the development of laws and policies based on inherent jurisdiction, recognition agreements such as the Framework Agreement on First Nation Land Management and statutes such as the First Nations Fiscal Management Act and the Indian Act, and the design and operation of the self-governance institutions which will implement those laws and policies; Collaborating with Indigenous clients on the joint presentation of information at community consultation and information update meetings; and Consulting on the negotiation of impact benefit and community benefit and cooperation agreements with government and industries. Members of our group work with our First Nation clients to develop and implement sound governance policies, institutions and practices which reflect the interests, priorities and objectives of their communities.   The laws, policies and codes which we have developed for our clients have proven capable of supporting some of the largest economic development projects undertaken on reserve land in Canada, and have provided the legal basis for entirely new forms of governance and environmental protection institutions which successfully carry indigenous value systems and decision-making processes forward into modern business and governance activities. We strive at all times to identify our clients’ objectives and we respond accordingly by helping our clients overcome their challenges and achieve their goals. The Indigenous Practice Group understands the unique circumstances and complexities of Indigenous affairs and the dynamic relation between the various parties. We anticipate potential problems, employ techniques to avoid them and find creative solutions to overcome them. --- - Published: 2020-08-31 - Modified: 2021-04-30 - URL: https://www.foglers.com/expertise/immigration-and-citizenship/ - Expertise types: Practice Area Our immigration team provides expertise in a broad range of business and individual immigration applications. We work with our clients to deliver high-quality, cost-effective and efficient solutions in all areas of the complex and evolving area of Canadian citizenship and immigration regulatory requirements. Our immigration law services include: Labour Market Impact Assessment (LMIA) based Work Permits Work Permits under Intra-Company Transfer provisions, NAFTA, GATS, Canada-Chile FTA and other LMIA exempt work permit categories Temporary Resident Visas Business Visitor assessments and applications Provincial Nominee Program applications for businesses, investors and individuals Permanent Residence applications under Express Entry Canadian Experience Class, Federal Skilled Worker Program, Federal Skilled Trades Program and Provincial Nominee Program Renewal of Permanent Resident Cards Start-up Visa Applications Canadian Citizenship Applications Temporary Resident Permits to overcome inadmissibility Employer Compliance Reviews Family Class Applications, including sponsorships and super visas We are pleased to have as our immigration counsel Immi Sikand of Sikand Law, which firm provides a broad range of immigration services for individuals and businesses. Immi is certified by the Law Society of Upper Canada as a Specialist in Citizenship and Immigration Law. She can be reached at 647. 875. 2114 or by email @ isikand@foglers. com. --- - Published: 2020-08-31 - Modified: 2022-04-14 - URL: https://www.foglers.com/expertise/health/ - Expertise types: Practice Area The healthcare sector is going through seismic changes and our team is here to help participants in the health care and health services sectors navigate the current regulatory environment. We work with our clients as regulatory lawyers, and also as their strategic advisers, litigators, and dealmakers. We provide counsel to participants in the health care and health services sectors, including: health professionals and facilitiesindividualshospitalsmedical advisory committeeshospital boards of governorsgovernmentprofessional associationsindependent health facilitieshealth facilities not covered by the independent health facilities actlong term care facilitiesoccupational health departments of large corporationsmanufacturers of products used in the health care industryinternet pharmaciescross-border facilitating companies. Whether you are a health professional or representative of a health institution or a regulatory body, you’ll appreciate our commitment and focus on providing exceptional service in the most efficient and cost-effective manner. Our health law services include a representation of: physiciansdentistsnursespsychologistsphysiotherapistschiropractorspharmacists and midwives in regulatory matters including complaintsdisciplinequality assurancefitness to practice and registration issuesrepresentation of parties in hospital privileges disputesincorporation of health professionalscontract negotiations in hospital mattersproviding advice and representation to boards, agencies and commissions in the health sectoradvice to independent health facilitiesadvice relating to disability insuranceadvice to health professionals with substance dependency issuesalternative delivery systemsprivilege and other credentialing problemsphysician/hospital relationsrepresentation of clinics and group practicesrepresentation of health professionals in negligence claimssales, transfers, mergers and acquisitionsadvice to practitioners participating in peer assessmentadvice to physicians who have been directed to participate in the physician review enhancement program (prep)representation of plaintiffs in medical malpractice claimsadvice on provincial and federal regulatory requirementsadvice to intended parents, gestational carriers (surrogates) and clinics with respect to assisted reproductive technologiesadvice to patients and families with respect to mental health issuesadvice on the interpretation of agreementsadvice in dealing with freedom of information and privacy issuesadvice on labour relations, employment law and human rights issuesnegotiating agreements on behalf of and with health sector participantsadvice to physicians with respect to OHIP billing issuesrepresentation of parties with health law issues before all levels of court and administrative tribunalsextensive experience representing individuals, health care practitioners and others at coroner’s inquests --- - Published: 2020-08-31 - Modified: 2024-12-11 - URL: https://www.foglers.com/expertise/environmental/ - Expertise types: Practice Area Environmental liability affects every business, regardless of size. For many, this has become a central risk management issue, requiring experienced, knowledgeable advice to guide companies through increasingly complicated regulations. Members of our team have extensive experience across the broad spectrum of environmental law, from compliance advice, transactions to litigation. We also manage environmental due diligence related to the sale, acquisition, and financing of real property transactions. We have carried out major engagements with municipalities, energy proponents, small to medium-sized companies, mining companies, First Nations, public interest groups, and residents. Our Environmental lawyers have been counsel in precedent-setting litigation before courts and tribunals. Key areas of our environmental expertise include: environmental litigation (defence of MOECC prosecutions, ERT hearings and civil actions) brownfields redevelopment and contaminated sites assessments, approvals and permitting legislative and policy development for municipalities, federal and provincial governments and agencies Environmental Litigation Environmental issues may lead to civil claims and/or various regulatory proceedings including orders and quasi-criminal enforcement actions. Our subject-matter expertise allows us to represent clients in all forms of environmental litigation proceedings including: civil claims for environmental liability nuisance negligence trespass strict liability environmental review tribunal proceedings appeals of renewable energy approvals appeals of more orders appeals of more approvals leave to appeal under the Environmental Bill of Rights, 1993 Provincial Offences Act proceedings defence of more prosecutions under various environmental statutes including: Environmental Protection Act Safe Drinking Water Act, 2002 Ontario Water Resources Act Pesticides Act Mining Act Assessments Approvals and Permitting We advise on navigating regulatory processes efficiently and effectively from planning through to approval including: environmental assessments, federal and provincial renewable energy approvals environmental compliance approvals, including air, noise and vibration, sewage, waste disposal sites, waste management systems, mobile waste processing, cleanup of contaminated sites drinking water works permits municipal drinking water Brownfields Redevelopment and Contaminated Sites Environmental statutes cast the widest possible net of liability for clients who have real property interests. Risk assessment and management is critical to limiting exposure. We advise and assist with all aspects of Brownfields Redevelopment and Contaminated Sites issues including: environmental clauses in leases and agreements of purchase and sale certificates of property use records of site condition phase I and II environmental site assessments risk assessments public and municipal consultation gas station decommissioning --- - Published: 2020-08-31 - Modified: 2025-06-13 - URL: https://www.foglers.com/expertise/employment-and-labour/ - Expertise types: Practice Area Our employment and labour lawyers provide advice on all aspects of the employment relationship and on labour law issues, including wrongful dismissal, employment standards, collective agreements, collective bargaining, human rights, occupational health and safety compliance and workers compensation. We have extensive experience in civil litigation and labour and arbitration proceedings. We regularly appear before the Superior Court of Justice, the Divisional Court, the Court of Appeal, the Human Rights Tribunal of Ontario and the Ontario Labour Relations Board. We provide practical and strategic advice on a broad range of employment-related issues, including: wrongful dismissal actions employment standards workplace training workplace investigations drafting and negotiating employment agreements drafting and negotiating independent contractor agreements drafting restrictive covenants such as non-competition, non-solicitation and confidentiality agreements drafting and implementing workplace policies and workplace policy manuals commencing injunctive proceedings and responding to injunctive proceedings advising on privacy issues assisting in corporate reorganizations advising on terminations of employment litigating all matters related to employment law. --- - Published: 2020-08-31 - Modified: 2024-12-11 - URL: https://www.foglers.com/expertise/education/ - Expertise types: Practice Area Education law covers the laws and regulations that govern the delivery of education in Canada, including the administration and operation of educational institutions in each province, instructional methods, program content (curricula and materials), and mode of delivery (e. g. in person or online). This area of law encompasses issues relating to school faculty, staff, and students, including school discipline and discrimination based on race, colour, national origin, sex, or disability in violation of the Human Rights legislation in each province. Education is within the jurisdiction of each province across Canada, as opposed to being federally regulated, although the growth of online or "distance" education has made the delivery of content much more "borderless". --- - Published: 2020-08-31 - Modified: 2024-12-03 - URL: https://www.foglers.com/expertise/corporate-commercial/ - Expertise types: Practice Area Members of our Corporate Commercial group are known for their business-savvy advice and creative approaches to deal-making, always mindful of the unique considerations that drive successful transactions. Our lawyers negotiate, structure and advise on all aspects of corporate transactions and commercial agreements for both private and public companies. Whether managing the formation of new businesses, structuring and negotiating the purchase or sale of existing businesses, helping rapidly emerging companies navigate growth, building business continuity plans for closely held corporations, ensuring the successful creation of joint ventures, or guiding the buyout or restructuring of troubled companies, we have the precise skill and insight necessary to move our clients forward. Our clients range from start-up companies to multinational corporations across various industries and jurisdictions. We help negotiate commercial agreements, purchase agreements of all types, shareholders' agreements, partnership agreements, distribution agreements, joint venture agreements and other business agreements, such as dealership agreements, licensing agreements, non-disclosure and non-competition agreements. Our practice is also international in scope, and we represent clients from many different countries and jurisdictions. We are well-versed in different approaches and in the sensitivities required to ensure a smooth and rewarding experience for our diverse client base. We also advise Canadian businesses on transactions outside of Canada, whether close to home in the United States of America or far abroad, including China, India, and Brazil. --- - Published: 2020-08-31 - Modified: 2024-12-11 - URL: https://www.foglers.com/expertise/construction/ - Expertise types: Practice Area Our Construction Law Group is a multi-disciplinary team which provides advice and counsel to a broad range of clients in the construction industry. Through our many years of experience in solving problems and addressing the needs of our clients in the construction industry, we bring to the table a unique perspective in solving the multitude of issues encountered by participants in the construction industry on a daily basis. We routinely act for property developers, sureties, design professionals, construction lenders, regulators, insurers, general contractors, subcontractors and manufacturers in the construction industry. Whether you are developing and constructing a hotel, a retail project, an office building, a condominium or an industrial building or involved in infrastructure or energy sector projects, we can assist you with: contract preparations and negotiations using both construction industry standard documentation and customized construction and project management documentation development related agreements re-zoning matters contractor's disputes construction litigation construction liens bonds, guarantees and other performance security construction and project finance Construction Claims Management It is virtually impossible to avoid claims arising from construction projects. Construction claims can negatively affect corporate relationships, increase project costs and delay the completion of construction projects. Our construction group offers an alternative approach to assisting in the resolution of disputes arising on construction projects, thereby avoiding negative impact on relationships increased costs and delays. We have experience with construction claims including: cost escalation extended duration and construction delays changes in project scope geotechnical and site-related problems weather and force majeure conditions negligence in design, engineering and construction --- - Published: 2020-08-31 - Modified: 2024-12-11 - URL: https://www.foglers.com/expertise/condominium/ - Expertise types: Practice Area Our Condominium Law Group acts as corporate counsel to hundreds of condominium corporations throughout the Greater Toronto area, Southern Ontario and "cottage country". We pride ourselves on providing our clients with sound condominium-specific advice, based on our widespread knowledge and experience. We are well known and regarded in the condominium industry, and participate frequently in publications, conferences and seminars. We are professional members of both CCI and ACMO. We work closely with Board members and property managers to help them face the many challenges involved with operating and managing a condominium corporation in today's environment. Our focus is aimed at providing our clients with the highest level of legal services, which recognizes creativity and the appropriate legal documentation, in the most cost-effective manner. Our team provides legal advice and services with respect to all aspects of the administration and operations of condominiums, including: Condominium Documents – including Interpretation of Declaration and By-law provisions; Declaration and Description amendments, By-law and Rule enactment and amendments, and enforcement. Condominium Meetings – including advising and attending at General and Special Owners' meetings and board meetings, drafting of meeting documents and acting as independent chairperson. Common Expense Collections – notices of lien, certificates of lien and power of sale, including chargeback of certain additional expenses to owners where applicable. Contract Review and Drafting – including leases, shared facilities agreements, Section 98 alteration agreements, telecommunications agreements, bank loans, and employment agreements, submetering, management, major project/ construction/ restoration agreements. Tarion/ Developer Issues – assisting with and conciliating Tarion warranty claims, first-year budget deficiencies, construction litigation and related matters. Employment – including termination, discipline, litigation and union/ collective agreement issues. Complete Litigation & Alternative Dispute Resolution Services – including mediation and arbitration, applications to the Superior Court of Justice, construction lien litigation, small claims court claims and defences, and human rights complaints. --- - Published: 2020-08-31 - Modified: 2024-12-11 - URL: https://www.foglers.com/expertise/competition-trade-procurement-and-investment/ - Expertise types: Practice Area Globalization presents businesses around the world with huge opportunities. But it also brings unique challenges of managing the risks of complying with complex national and international competition, trade and investment laws. Businesses with a global outlook require experienced counsel to advance their objectives, financial interests and reputation. Our international business lawyers are well positioned to provide such counsel given the firm's (a) ranking as a "highly regarded", "leading firm" in corporate & commercial law in Chambers Canada, a peer-reviewed ranking service of the world's best lawyers and (b) membership in the International Lawyers Network, an association of over 90 high-quality, full-service law firms with over 5,000 lawyers worldwide, in 67 countries on six continents. The experience and services of our lawyers include advising on: Competition merger notification and review distribution and pricing (including refusal to deal, price maintenance, exclusive dealing, tied selling and market restriction) abuse of dominance deceptive advertising and marketing practices conspiracies, cartels and bid rigging competitor collaborations and strategic alliances government/regulatory investigations searches and seizures Competition Bureau immunity and leniency programs corporate compliance programs Trade trade remedies (including anti-dumping, anti-subsidy and safeguard proceedings before the Canada Border Services Agency (CBSA), the Canadian International Trade Tribunal (CITT) and in review proceedings before the Federal Court of Appeal and North American Free Trade Agreement (NAFTA) panels) market access within Canada – i. e. , freer inter-provincial/territorial trade via the Canadian Free Trade Agreement (CFTA) market access outside Canada – i. e. , freer international trade via the various World Trade Organization (WTO) Agreements, NAFTA, Canada-EU Comprehensive Economic and Trade Agreement (CETA) and Canada's numerous bilateral free trade agreements including those with Chile, Israel, Korea, Peru and the Ukraine export and import controls economic sanctions trade embargoes Canada's Foreign Extraterritorial Measures Act (FEMA) and orders issued under FEMA – in particular, the notification and compliance obligations on Canadian companies respecting US legal measures that prohibit trade or commerce between Canada and Cuba customs and tariffs (including duty relief, recovery, refunds, drawbacks and deferrals, tariff classification, rules of origin, tariff treatment, country-of-origin marking, value for duty, and preferential tariff treatment) anti-corruption/bribery corporate social responsibility anti-money laundering and anti-terrorist financing Procurement Government procurement, including advising public and private sector clients on: the law of competitive bidding and contracting under CETA, CFTA, NAFTA, WTO, Ontario-Quebec Trade and Cooperation Agreement (OQTCA), New West Partnership Trade Agreement (NWPTA), and others; the effect of Canada's trade agreements and domestic legislation, regulations and practices on government procurement, for example on the operations and governance of municipal projects involving public-private partnerships (P3); the bid protest procedures under established trade agreements (ie before the CITT) and the procedures being established under the new agreements (ie, CFTA, CETA) applicable to local governments; the procurement challenges before all levels of courts re judicial reviews, injunctions, among other procedures; the preparation and drafting of proposal documents and developing proposal strategies, helping clients access the right individuals within the public sector – whether at the political, administrative or C-suite level – to unlock projects; make a bid-no bid decision; develop and refine proposals; tests value propositions; polish presentation skills; create negotiations strategies; and assist throughout contract negotiations; and the preparation and attendance on debriefing procedures and meetings. Investment foreign investment reviews and undertakings under the Investment Canada Act with regards to proposed business transactions NAFTA's Chapter 11 respecting investments by and protections for NAFTA investors Canada's bilateral investment promotion and protection agreements including those with Argentina, Barbados, Cameroon, Costa Rica, Hong Kong, Kenya, Kuwait, Lebanon and Mongolia. --- - Published: 2020-08-31 - Modified: 2024-12-03 - URL: https://www.foglers.com/expertise/commercial-real-estate/ - Expertise types: Practice Area Our Commercial Real Estate Practice is a cornerstone of the firm and a recognized leader in the industry. With years of experience navigating the real estate market in both upswings and downturns, clients trust us to help them establish forward-looking strategies for investing in, developing, financing, leasing and disposing of real estate-related assets. We advise on all types of real estate projects—office, industrial, retail and residential. We act for public and private clients in all phases of commercial and residential development, commercial leasing, joint ventures, commercial acquisitions and dispositions, financing and equity arrangements, and debt restructuring and workouts. Our team represents owners, developers, lenders, investors, REITs, financial institutions, and landlords in a broad array of commercial real estate transactions, including: acquisitions and dispositions commercial leasing condominium law matters construction environmental law matters infrastructure and public projects real estate financing municipal and planning law matters property development Clients appreciated our in-depth knowledge of the real estate market and our focus on business issues when formulating legal solutions. As a fully integrated practice, we can anticipate and address all of the issues that arise in the real estate arena, from tax implications to regulatory, financial and environmental obstacles. Our experience allows us to manage transactions with speed and efficiency. We always remain focused on our client’s motivation and objectives and advise on the best course of action for each real estate opportunity and challenge, whether buyer or seller, landlord or tenant. --- - Published: 2020-08-31 - Modified: 2024-12-03 - URL: https://www.foglers.com/expertise/capital-markets-and-securities/ - Expertise types: Practice Area Our team advises issuers, investment banks and investors in equity and debt transactions that raise capital through public and private capital markets both in Canada and abroad. We have extensive experience in all aspects of securities law and corporate finance, including public offerings, private placements, venture capital financing, takeover bids, issuer bids, mergers and acquisitions and the day-to-day governance of both private and public companies. We also help clients identify and access potential sources of capital and in structuring, negotiating and documenting financing transactions at all business stages, including seed, angel, venture capital, bridge, convertible, debt, private placements and public offerings. We understand that success lies not only in managing the transaction but also in understanding our clients' wider commercial goals. We provide a broad range of securities and corporate finance services to both private and public companies, issuers, investment dealers, and venture capital and private equity funds relating to: public and private offerings of securities equity and debt finance mergers and acquisitions stock exchange listing public company maintenance and compliance investments funds and asset management securities registrant regulation and compliance corporate governance securities litigation broker/dealer litigation --- > Our lawyers provide expert advice on Canadian advertising and marketing laws, including CASL, online advertising, data privacy, and regulatory compliance. Serving diverse sectors nationwide. - Published: 2020-08-31 - Modified: 2024-12-12 - URL: https://www.foglers.com/expertise/advertising-and-marketing/ - Expertise types: Practice Area A key to the success of any business is effectively engaging its customers and advertising and marketing its brands, products and services. Our Advertising and Marketing Group recognizes the important role that creativity and innovation play in today's customer-centric, data-driven and fast-paced world. We have experience advising on Canadian advertising and marketing laws and practices, how they apply in the Canadian marketplace and how they are interpreted and enforced by Canadian regulators and courts. Our lawyers are recognized by peers as leaders in advertising and marketing law in several directories, including Chambers Canada, Lexpert, and Best Lawyers in Canada. We are prominent and active in the advertising and marketing industry generally and participate in initiatives of the Canadian Marketing Association (CMA), Ad Standards, the Pharmaceutical Advertising Advisory Board (PAAB) and the International Trademark Association (ITA), to name a few. Members of our Group regularly speak and write on topical issues in advertising and marketing to keep our clients up to date on industry best practices and legal developments. Sectors, Experience and Services We advise clients in a wide range of sectors, including the agricultural, alcoholic beverages, automotive, aviation, banking, cosmetics, consumer goods, education, energy, entertainment, fashion, food & beverage, film, gaming, health care (including pharmaceuticals, natural health products and medical devices), real estate brokers, retail, sports, textiles, telecommunications and transportation sectors. Our experience and services include advising on: sending commercial electronic messages and installing software compliant with Canada's anti-spam laws (CASL) and defending clients in investigations by CASL's regulators such as the CRTC, the Competition Bureau and the Office of the Privacy Commissioner of Canada (OPC) online behavioural advertising (OBA), especially in the context of big data, customer analytics and programmatic advertising data governance and privacy, including privacy policies, audits, protection of personal and other information and responding to data breaches pre-clearing and resolving disputes before self-regulatory bodies like Ad Standards, the PAAB and the Ontario Motor Vehicle Industry Council (OMVIC) investigations, inquiries and proceedings before the Competition Bureau, Competition Tribunal and the courts contests and promotions, including those with user-generated content and on social media platforms, such as Facebook, Twitter and Pinterest sponsorships advertising agency agreements gift cards and coupons loyalty programs direct mail marketing telemarketing comparative advertising claims substantiating performance claims disclaimers in advertising consumer preference and other surveys endorsements and testimonials native advertising marketing communications agreements programmatic ad trading environmental claims pricing and distribution practices, including ordinary price claims, all-in pricing and drip pricing minimum advertised price (MAP) policies cross promotions and co-branding protecting brands and trade-marks via registrations and proceedings with the Canadian Intellectual Property Office (CIPO) advertising to children provincial consumer protection laws, including disclosures for advertisements of consumer lease and finance offers packaging and labelling developing and implementing effective corporate compliance programs public policy and lobbying respecting changes to Canadian advertising and marketing laws --- - Published: 2020-08-31 - Modified: 2024-12-04 - URL: https://www.foglers.com/expertise/litigation-and-dispute-resolution/ - Expertise types: Practice Area At Fogler, Rubinoff LLP, our litigators explore every avenue to resolve our clients' most critical disputes with strategies that balance advocacy and pragmatism. We view matters through the lens of our clients’ business objectives, drawing on the substantial experience of our firm across all major industry sectors. Our approach has created a long track record of success for our clients, from motion practice to strategic settlements, trials and on appeal.   When business and commercial disputes can’t be resolved through simple negotiation, we are positioned to take matters to the next level. Our litigators are problem-solvers, using the legal system – whether through mediation, settlement or going all the way to trial – as the means through which we achieve creative yet practical results for our clients. Specialized groups within the litigation department provide advice and advocacy in civil, quasi-criminal and administrative proceedings. We are committed to a client-centred and practical approach to address your litigation needs. Our lawyers prepare and outline strategies offering imaginative, creative and 'out-of-the-box' advice to achieve an early and favourable resolution of disputes. If settlement is not possible, our experienced lawyers and sophisticated support facilities allow us to forcefully advocate on our clients' behalf throughout the litigation process. We work with our clients to develop commercially reasonable solutions to problem transactions and situations, including the use of alternative dispute resolution mechanisms. --- - Published: 2020-08-31 - Modified: 2022-03-14 - URL: https://www.foglers.com/expertise/municipal-and-planning/ - Expertise types: Practice Area We work closely with clients as they plan and develop their commercial, industrial, condominium and residential real estate projects. Our familiarity with all aspects of conveyancing and zoning, our committed participation in community affairs, and our experience in government and the administrative process give us the know-how to solve your real estate problems effectively and efficiently. We can advise and act for you on the entire development approval process, including: land-use planningzoning by-law amendmentsofficial plan amendmentsseverances and variancessite plan approvalsplans of subdivisionnegotiating with interest groupsnegotiating development agreements, including site plan, servicing and cost-sharing agreementsappearing before tribunals, the Ontario Ontario Land Tribunal and other boards, committees and councilsexpropriations --- - Published: 2020-08-31 - Modified: 2023-03-15 - URL: https://www.foglers.com/expertise/privacy-data-governance-and-cyber-security/ - Expertise types: Practice Area Personal information and business data are increasingly valuable but inherently risky assets that are protected by both technological and legal safeguards. These safeguards are in flux given fast-changing technology, evolving privacy and data protection laws, and ever-escalating cybersecurity threats – the latter recently resulting in massive privacy and data breaches at government departments and market-leading brands in the retail, ISP and financial services sectors. Businesses facing privacy and data protection challenges require expert legal advisors who provide innovative and practical solutions. Our multi-disciplinary privacy and data protection team includes client-and-peer-ranked leading and technologically-savvy business, regulatory and litigation lawyers, some of whom are also trained as engineers. The experience and services of our lawyers covers the full spectrum of risk mitigation, incident response and dispute resolution and includes advising on: Canadian federal and provincial privacy and data protection laws applicable to private sector businesses; privacy and data protection gap and risk assessments; implementing and auditing personal information and data protection practices, including privacy policies and consents; data classification and information management programs; data protection provisions for third party service provider/outsourcing agreements; privacy and data protection issues related to websites, apps, e-commerce and cloud computing; privacy and data protection issues and requirements in business transactions including mergers, acquisitions, securitizations and financings; privacy and data security breaches, incident management and regulatory notification issues; security solutions and crisis management relating to lost or stolen devices (like phones, laptops or flash drives), cyberattacks, ransomware, misdirected email, fraudsters and rogues; competition law compliance risks associated with information sharing among competitors and industry associations as part of responses to cybersecurity and other threats or for other legitimate purposes; investigations by and complaints before Canadian federal and provincial privacy commissioners; government access to information and freedom of information requests and proceedings; privacy-related litigation, including investigations, surveillance and e-discovery issues; workplace privacy issues, including email, Internet and social media use policies affecting an employee’s expectation of privacy; privacy and data protection training and awareness programs; Canadian privacy laws and Canada’s Anti-spam Legislation (CASL) applicable to promotional electronic messages sent, and computer programs installed, by manufacturers, distributors, retailers, app developers and other Internet-based businesses; issues under CASL and Canadian privacy laws regarding marketing and advertising campaigns, including refer-a-friend campaigns, social media marketing, big data, programmatic ad trading, and online behavioural advertising; Canadian personal health information protection laws applicable to health care institutions, health products/services companies (including pharmaceutical companies) and other organizations in the life sciences sector; outsourcing involving personal information or other sensitive data that requires protection; international privacy and data protection issues, including transferring of data outside Canada and complying with information transfer agreements under foreign laws such as the European Union's Data Directive and General Data Protection Regulation; and government relations and regulatory affairs involving emerging privacy and data protection issues relating to law and public policy both within Canada and abroad. --- - Published: 2020-08-31 - Modified: 2023-07-26 - URL: https://www.foglers.com/expertise/tax/ - Expertise types: Practice Area We counsel and represent corporations, nonprofits, partnerships, LLCs, joint ventures and business owners and other individuals on tax strategies and planning. Our team of tax lawyers provide tax services to clients of all sizes, from publicly traded companies to closely held businesses. Commodity and Sales Tax We provide effective, responsive advice to clients in relation to commodity taxes and sales taxes, including: audits and investigations planning and advice on HST and provincial sales tax consequences on sale and purchase of assets  planning for HST and provincial sales tax consequences on use of partnerships, trusts and joint ventures Cross Border and International Tax We act for a variety of Canadian and international businesses relating to their commercial activities outside of their domicile. Our service areas include: structuring inbound and outbound investment structures structuring cross-border joint ventures cross-border licensing and intellectual property matters planning and advice on non-resident withholding tax matters  tax planning and advice on foreign affiliates, foreign investment entities and foreign reporting rules Owner/Manger Tax Planning Our Tax group supports our corporate team with advice relating to various tax considerations and the impact of them on ownership structures including: tax planning for business expansion income-splitting and estate freezing compensation of the owner/manager  planning for sale of business  shareholder arrangements tax deferred retirement plans employee profit sharing plans Personal Tax Planning Our clients have spent a lifetime building their asset base, and need tax-efficient strategies for its management and preservation. We assist individuals in meeting their personal estate planning objectives. Our services include: transfer of assets and shares to a corporation  post-mortem tax planning income-splitting and estate freezes  compensation of owner/manager, taxation of professionals and professional corporations private charitable foundations --- - Published: 2020-08-31 - Modified: 2021-09-27 - URL: https://www.foglers.com/expertise/technology/ - Expertise types: Practice Area Our team provides forward-thinking and practical legal solutions to companies producing or using leading-edge technologies to transform and grow their businesses. Representing businesses from start-ups to multinationals, we regularly advises technology, telecommunications, internet, e-commerce, and electronic media companies on a broad spectrum of business transactions and other legal and regulatory issues.   Our Technology Law practice provides a full range of legal services to a wide variety of clients, from technology start-up operations and research companies to multinational technology companies with complex commercial and technology-based requirements, and to clients involved in mergers and acquisitions and financings involving information technology (IT), emerging technology, clean tech, biotechnology and life science matters. Our Technology Law practice is part of a broader spectrum of lawyers with experience in securities, corporate/commercial, administrative and regulatory, environmental and energy, and intellectual property law and in financial services, mergers and acquisitions and corporate finance practice areas.   We give practical advice to assist clients with many different IT business issues including: commercialization of high technology products and services and related businesses, including assisting with early stage angel and venture capital financing and private equity and initial public offering opportunitiessoftware and technology development, joint venture, distribution and licensing arrangements, and mergers and acquisition of technology companies, businesses and/or assetsoutsourcing and cloud computing transactions and arrangementsinternet and website development and hosting arrangements and e-commerce agreements and documentsprotection, management and commercial exploitation of intellectual propertyprivacy compliance and data management and protection issuesresolving IT disputes Having advised on a wide wide range of information technology (IT) transactions, our team readily understand our clients' business issues and requirements and provide timely and relevant legal advice. --- - Published: 2020-08-31 - Modified: 2022-08-18 - URL: https://www.foglers.com/expertise/wills-and-estates/ - Expertise types: Practice Area Our team of wills and estates lawyers counsel individuals, families, and fiduciaries on all aspects of: estate and business succession planning, including cross-border planning; estate and trust administration; and estate and trust disputes. Our customized counsel results in long-term protection and certainty. For individuals, families, and family-owned business entities, our lawyers create valuable strategies to minimize tax liability and prevent conflict and we can also help you protect, bequest and transfer your personal and business assets. Our service areas include: Estate Administration Our estate administration services include preparing all necessary documentation for executors and trustees seeking probate (in Ontario referred to as a certificate of appointment of estate trustee) and assisting such executors and trustees in the effective administration of estates and/or trusts and the passing of their accounts. Estates and Trusts You wish to tax-efficiently transfer wealth and otherwise meet your personal estate planning goals. To that end, we provide advice and prepare sophisticated wills and trusts. We work with appropriate professionals and advise on the use of life insurance. We advise and prepare documentation to implement estate freezes and other income splitting opportunities. Recognizing the increasingly mobile and global world in which we live, we also provide advice regarding cross-border and other international "problem" estates, again consulting with competent counsel in other relevant jurisdictions. Our knowledgeable practitioners can assist you in all aspects of will and estate planning to ensure that your affairs are handled properly. Incapacity Planning We advise clients on and prepare powers of attorney for both the management of property and personal care. We also provide advice with respect to guardianship applications where an individual becomes incapacitated without having first prepared powers of attorney. Our services include advising family members in dispute over the care of an incapacitated loved one and the management of his/her financial affairs. Post-Mortem Tax Planning Even after one's death, it may be possible to minimize the taxes owing as a consequence thereof. We assist the executors, trustees and beneficiaries of estates to minimize or defer such taxes. Probate Planning We advise our clients on the use of wills, trusts and other techniques to defer and/or minimize estate administration tax. Succession Planning A lifetime of your work and dedication has gone into your family business. Generations before you may have helped build the business, and you wish that generations after you will benefit from these efforts. A successful inter-generational transfer of your family owned business requires an individualized strategy and a sensitive approach. Balancing continued growth and success of the business with the expectations of other stakeholders and family members requires the vision of experienced professional advisers. Our experienced lawyers often act as advisors to family councils designed or established to promote effective communication to and with two or more generations of entrepreneurs. We team our corporate advisors with our estate and tax planning professionals to ensure fairness, efficiency, business success and family harmony. --- - Published: 2020-08-31 - Modified: 2024-12-04 - URL: https://www.foglers.com/expertise/automotive-and-transportation/ - Expertise types: Industry Our automotive and transportation law lawyers are well-versed in both the legal aspects and underlying business concerns faced by the automotive and transportation industries today. Our full range of services ensures that all your legal needs are covered under one roof by lawyers who are efficient, experienced and dedicated. We represent: dealers salespersons logistic firms lenders car rental companies mechanic shops mechanics rail carriers trade associations Range of Services Advertising Rules and Regulations Advertising rules and regulations, especially in the automotive industry, can be very tough. As a business owner or manager, it is a challenge to keep current. Our automotive lawyers are familiar with the relevant legislation and OMVIC bulletins and can easily answer and assist you with all your dealership's advertising and promotion needs. In the unfortunate event that you or your company have been charged with an advertising-related offence, our lawyers can guide you through the process and assist you in resolving the issue. We can also work with your team to ensure future compliance. Appeals and Other Matters Before Licensing Bodies Whether you have received Notice of Discipline Hearing or a Proposal to Revoke, Refuse or Suspend your registration, our lawyers have the experience and skills to assist you in achieving the best possible outcome. Our experience and relationships with both OMVIC and the Ministry of Transportation allow us to provide quick advice and straightforward strategies. Complaints and Discipline Our lawyers have vast experience representing companies and individuals before the various regulatory bodies found in the automotive and transportation industries. We are adept at providing comprehensive advice to assist our clients with achieving and maintaining compliance with the various regulatory requirements and hurdles faced on a day-to-day basis. When our clients are faced with a discipline hearing, a complaints process or just general allegations of wrongdoing by their regulatory body, we are there to provide strategic advice and to find efficient, creative and effective solutions. Dealer and Consumer Finance Whether you are new to the automotive finance industry or have extensive experience, our lawyers provide efficient advice to ensure that your company is up-to-date, compliant and aware of any future changes coming into effect. We strive to provide clear, cogent and experienced advice to guide and assist you in developing your business. Mechanics' and Storage Liens Our lawyers have broad experience in assisting mechanics and mechanic shops with all of their legal needs, whether regulatory, debtor/creditor-related or storage-related. In-depth experience with matters relevant to your industry allows us to provide efficient and cost-effective solutions to your common problems. Provincial Offences Act Charges The Provincial Offences Act sets out the specialized procedural steps by which all regulatory offences are prosecuted in Ontario. Regulatory offences include charges laid under provincial legislation, including the Environmental Protection Act, the Ontario Water Resources Act, the Safe Drinking Water Act, the Nutrient Management Act, the Pesticides Act, the Occupational Health and Safety Act and the Motor Vehicle Dealers Act, 2002. --- - Published: 2020-08-31 - Modified: 2024-12-04 - URL: https://www.foglers.com/expertise/cannabis/ - Expertise types: Industry The cannabis industry is rapidly changing. In Canada, the Access to Cannabis for Medical Purposes Regulations (ACMPR) and the legalization of recreational cannabis have presented many opportunities both for producers of cannabis and a wide range of ancillary industries. Our team's vast experience in this new frontier allows us to guide our clients through both the regulatory framework for legalized marijuana and its implications on the marketplace and provide practical legal solutions for financing, accessing capital markets, IP, real estate, branding, celebrity endorsements and other related legal matters to help businesses succeed. We have been helping clients who are entering or expanding in this market navigate a wide range of complex issues and act as corporate and securities counsel for various private and public companies in the cannabis industry, including licensed producers and late-stage applicants under the ACMPR. Our lawyers have acted on various matters, including licensing, financings, M&A, go-public transactions and in the capacity of underwriters'/agents' counsel on equity and debt financings completed for cannabis companies. In addition, our lawyers have experience assisting clients applying to the Alcohol and Gaming Commission of Ontario for, and to maintain, licences relating to the retail sale of recreational cannabis, including Retail Operator Licences, Retail Store Authorizations, and Cannabis Retail Manager Licences. We have also represented clients before the Licence Appeal Tribunal (LAT) on some of the first matters to be heard under the Cannabis Licence Act and have assisted the LAT in navigating this new legislation. Our lawyers are at the forefront of this industry, driving thought leadership through our role in the cannabis marketing group with the CMA and providing media outlets and our clients with insightful information. --- - Published: 2020-08-31 - Modified: 2024-12-11 - URL: https://www.foglers.com/expertise/energy/ - Expertise types: Industry The energy industry is ever-evolving, especially in the areas of alternatives and renewables. We provide legal expertise to clients in a variety of energy-related industries including oil and gas, solar, wind and hydro. We provide a broad array of legal services to domestic and international energy clients from start-up companies to major corporations. We have advised our clients on: acquisitions, divestitures, mergers, restructurings and privatizations structuring and negotiating project and corporate finance dispute resolution and litigation tax structuring First Nations matters new developments with renewable/alternative energy technologies including solar, geothermal, wind, hydropower, biomass, biofuels, and fuel cells --- - Published: 2020-08-31 - Modified: 2021-02-26 - URL: https://www.foglers.com/expertise/food-beverage-and-agribusiness/ - Expertise types: Industry We represent a wide variety of participants in the food, beverage and agribusiness sectors, whose businesses encompass a wide range of activities that contribute to the world supply of food and drink. These are dynamic businesses that must respond to advances in technology, major changes in trade and policy, and a consumer-driven marketplace. We assist our clients with the many areas of the law that impact this sector including: mergers & acquisitions acquisition, licensing, transfer and litigation of patents, trade-marks, copyright and industrial design rights dispute resolution between companies and regulatory officials when interpreting legislation, administrative and policy matters, including disputes and complaints with Advertising Standards Canada, the Canadian Food Inspection Agency, Health Canada and the Competition Bureau various environmental matters, including spills, wastewater, noise and odour emissions issues, and regularly provide regulatory advice on fertilizer, nutrient management, toxic substances and pesticide issues civil, administrative and quasi-criminal proceedings arising from the above matters --- - Published: 2020-08-31 - Modified: 2024-12-04 - URL: https://www.foglers.com/expertise/gaming-and-gambling/ - Expertise types: Industry With deep ties to the gaming sector, both in Canada and internationally, our team can navigate the industry with an informed insider's perspective. Our lawyers help industry stakeholders navigate the nuanced landscape, armed with decades of practical and specialized experience in both the land-based and interactive space. We understand commercial objectives and assist clients in balancing their development, management and operational goals with legal and regulatory implications. As a full-service law firm, we offer clients the benefit of our comprehensive approach that draws upon the talents of lawyers from other disciplines, such as mergers & acquisitions, labour and employment, litigation, real estate, hospitality, intellectual property protection, and privacy, among others. Our lawyers have represented and worked with preeminent casino operators, developers, regulators, government agencies, First Nations, Native American Tribes, financiers, gaming suppliers, online gaming software developers and other parties who have gaming-related interests. As the gaming and gambling market is continuously evolving, our team is well-equipped to help clients identify and capitalize on opportunities and make informed strategic decisions. --- - Published: 2020-08-31 - Modified: 2024-12-04 - URL: https://www.foglers.com/expertise/mining-and-minerals/ - Expertise types: Industry We advise exploration and producing companies both prior to and after going public. We help navigate our clients through complex domestic and international regulatory environments. We also advise investment dealers and financial institutions in a variety of mining transactions. We have successfully helped clients with: equity and debt financings (including flow-through financings) property acquisitions royalty and option agreements joint ventures mergers and acquisitions environmental issues First Nation and Aboriginal issues tax planning --- - Published: 2020-08-31 - Modified: 2021-09-27 - URL: https://www.foglers.com/expertise/not-for-profits-and-charities/ - Expertise types: Industry We act for a range of private charities and not-for-profit organizations, including hospitals and their related foundations and cultural organizations. Our full service capabilities ensure that all of your objectives and needs will be addressed in a responsive and effective manner. We provide advice at the onset, relating to the incorporation, organization and charitable registration of the not-for-profit or charity; and advice once operational, including advice relating to trademark, employment, governance issues, director and officer liability, and risk management. We assist clients in meeting their philanthropic goals in a tax-efficient manner including establishing private family foundations or donor-advised funds and structuring other major gifts, both inter vivos and testamentary. We also assist clients interested in the establishment and ongoing maintenance of public charitable organizations. --- - Published: 2020-08-31 - Modified: 2020-11-09 - URL: https://www.foglers.com/expertise/retail-and-hospitality/ - Expertise types: Industry We advise our clients in the retail and hospitality industries in all areas of law related to these sectors. We act for a broad range of clients, from start-ups and mom-and-pops, to multi-national private and public operations. With the ever changing needs and long working hours required in these industries, you deserve a little bit of hospitality of your own - so let us help. We advise clients on: purchase and sale of retail and hospitality operations, leases and properties supply, distribution and other commercial agreements corporate governance and maintenance employment issues --- - Published: 2020-08-31 - Modified: 2020-11-09 - URL: https://www.foglers.com/expertise/sports-and-entertainment/ - Expertise types: Industry Our Corporate/Commercial and Intellectual Property lawyers effectively handle your diverse needs in today's ever evolving marketplace. Both the entertainment and sports worlds are exciting and ever-evolving, made up of highly motivated and visionary people. We provide legal services which cover the full spectrum of sports law and entertainment media, from music, theatre and film, to book publishing, art, social media, home entertainment and video gaming. We act for a broad range of clients ranging from professional and amateur sporting teams/organizations to film studios. Our clients include event promoters, athletes, corporate sponsors and facilities, artists, developers, publishers and production studios. The depth of our experience and the full service nature of our firm allows us to advise our clients on all entertainment and sports law matters including: acquisition and licensing of rights in creative works and protection of content drafting and negotiating contracts of all descriptions, including licensing, distribution, player, sponsorship, talent, management and agency contracts acquisition and sale of sports franchises content and game development, production, financing and distribution collective bargaining and employment matters facility construction, financing and management all aspects of intellectual property, including protection and enforcement of intellectual property rights marketing and advertising matters --- --- ## Insights - Published: 2025-06-13 - Modified: 2025-06-13 - URL: https://www.foglers.com/insights/termination-clause-upheld/ - Categories: Article The Ontario Court of Appeal recently upheld a termination clause that provided for the minimum standards set out in the Employment Standards Act, 2000 (ESA). Yes, you read that correctly, the clause was upheld. This is a win for employers. In Bertsch v. Datastealth Inc. , ONCA 370, the executive employee had signed an employment agreement that contained, among others, the following clause: Termination of Employment by the Company: If your employment is terminated with or without cause, you will be provided with only the minimum payments and entitlements, if any, owed to you under the Ontario Employment Standards Act, 2000 and its Regulations, as may be amended from time to time (the "ESA"), including but not limited to outstanding wages, vacation pay, and any minimum entitlement to notice of termination (or termination pay), severance pay (if applicable) and benefit continuation. You understand and agree that, in accordance with the ESA, there are circumstances in which you would have no entitlement to notice of termination, termination pay, severance pay or benefit continuation. You understand and agree that compliance with the minimum requirements of the ESA satisfies any common law or contractual entitlement you may have to notice of termination of your employment, or pay in lieu thereof. You further understand and agree that this provision shall apply to you throughout your employment with the Company, regardless of its duration or any changes to your position or compensation. In this case, the executive had been employed for 8. 5 months as a VP when he was let go without cause. The company paid him 4 weeks (which was higher than the 1 week's pay he would have been entitled to under the ESA). He then sued seeking common law damages for wrongful dismissal. The enforceability of the termination clause was at issue. The matter proceeded by way of a Rule 21 motion for summary judgment and the Superior Court upheld the clause and held that it was clear and unambiguous. The executive appealed to the Court of Appeal. On appeal, the executive argued that the termination clause was unenforceable for several reasons including (i) it could be interpreted as allowing for termination without notice in situations that do not rise to the level of "wilful misconduct" and (ii) ambiguity. The Court of Appeal did not agree and upheld the clause. This decision confirms that employers can limit their liability to the minimum standards provided the wording of the termination clause is clear and unambiguous and does not run afoul the ESA. If you have any questions regarding your employment agreements or require assistance revising termination clauses, please do not hesitate to contact a member of our team. This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2025-06-12 - Modified: 2025-06-12 - URL: https://www.foglers.com/insights/the-evolution-of-internet-torts-taking-on-cyberbullies/ - Categories: Article This paper will consider the current state of tort law and legislative initiatives which address internet intrusions on privacy, defamation, and harassment, as well as the judicial tools available to identify and stop the perpetrators including injunctions and Norwich Orders. This paper will also consider the use of the internet as a “medium of virtually limitless international defamation”, including its borderless reach and the continued re-publication of the harm. The paper concludes with a discussion of why legislative initiatives rather than ad hoc judicial recognition of new torts would be a more effective response to internet malfeasance. Reproduced from the December 2024 issue of the Advocates' Quarterly, by permission of the Thomson Reuters Canada Limited. THE EVOLUTION OF INTERNET TORTS TAKING ON CYBERBULLIES December 2024 Advocates QuarterlyDownload --- - Published: 2025-05-23 - Modified: 2025-06-02 - URL: https://www.foglers.com/insights/cse-introduces-resale-restrictions-for-prospectus-exempt-issuances/ - Categories: Article On May 22, 2025, the Canadian Securities Exchange ("CSE") received approval from the Ontario Securities Commission and British Columbia Securities Commission to amend (the "Amendments") its policy manual (the "CSE Policies") to introduce, amongst other things, formal resale restrictions on all prospectus-exempt issuances of listed securities, except issuances by NV Issuers (as defined in CSE Policies)1, that might not otherwise have a hold period under applicable securities laws. These Amendments came into force with immediate effect. The first of such resale restrictions is known as an "Exchange Hold", which is newly defined in the amended CSE Policy 1. 3. An Exchange Hold constitutes a resale restriction imposed by the CSE for a period of four months, which may run concurrently with — but does not replace — any restrictions under applicable securities laws. The newly imposed Exchange Hold is codified in section 6. 1(4)(a) of CSE Policy 6, which now reads: "... where listed securities are issued by an issuer other than an NV Issuer pursuant to a prospectus exemption, the listed securities are subject to an Exchange Hold commencing on the date of issuance of the securities unless written approval to issue the securities without the hold period is obtained from the CSE. " Exceptions: Section 6. 1(4)(b) of CSE Policy 6 outlines several key exemptions to the application of an Exchange Hold, in addition to the general exemption for NV Issuers (as defined in CSE Policies). The Exchange Hold will not apply where: Acquisition or Business Combination: "the listed securities are issued... as consideration for an acquisition or in connection with a business combination, only if prospectus level disclosure about the assets or target company is available in the form of an information circular, listing statement, or take-over bid circular"; Financing or Debt Settlement: "the listed securities are issued... in a financing or debt settlement, only if the price of the securities is equal to or greater than the closing price or alternative price established in accordance with 6. 2(2)" of CSE Policy 6; Other Exempt Issuances: the listed securities are issued pursuant to a prospectus exemption applicable to circumstances other than (1) and (2) above for which disclosure is made in the form of an offering document or circular as prescribed under securities laws; or Disclosure Document: the issuer posts a disclosure document that is acceptable to the CSE. Discretionary Application of Resale Restrictions: As part of the Amendments, the CSE has retained discretionary authority to impose an Exchange Hold. The Amendments state that notwithstanding section 6. 1(4)(b) of Policy 6, the CSE may consider factors such as the relationship between the issuer and the recipient of the securities, the number and price of securities to be issued, the transaction's value, and other relevant contextual elements, in determining whether to impose an Exchange Hold or an "Extended Hold". An "Extended Hold" is a second newly added resale restriction, which is defined in CSE Policy 1. 3 as a resale restriction imposed by the CSE for a period longer than four months. The Amendments state that if a transaction is subject to the additional disclosure required by the newly added section 8. 3(b) of CSE Policy 8, or if the CSE is of the view that an Extended Hold is appropriate in the circumstances, an Extended Hold may be applied. Securities subject to an Extended Hold will only be freely tradeable after a minimum of 10 days after the additional disclosure required by section 8. 3(b) of CSE Policy 8 is posted or any such longer period as the CSE may deem appropriate. Section 8. 3(b) of Policy 8 states that additional disclosure, including financial disclosure, may be required for a transaction that does not otherwise meet the criteria of a Fundamental Change (as defined in CSE Policies). Section 8. 1 of CSE Policy 8 requires issuers contemplating a transaction or series of transactions that may be a Fundamental Change (as defined in CSE Policies) or Change of Business (as defined in CSE Policies) to consult with the CSE at an early stage to determine how the CSE will characterize the transaction. The addition of section 8. 3(b) gives the CSE the flexibility to determine that a proposed transaction may still be significant enough to warrant an Extended Hold and additional disclosure despite not qualifying as a Fundamental Change (as defined in CSE Policies) e. g. , shares issued as consideration for an acquisition of a business or asset where the CSE determines that resale restrictions would be appropriate until financial disclosure is made available. Enhanced Disclosure Obligations: To ensure that market participants are properly informed of resale conditions, the Amendments also impose the following enhanced disclosure mandates: All news releases announcing a financing or issuance of securities must now include a description of any Exchange Hold or Extended Hold, or lack thereof, on the securities to be issued (see section 6. 1(e) of CSE Policy 6); and On the closing of private placements and acquisitions, CSE issuers must submit written confirmation that a resale restriction, including an Exchange Hold or Extended Hold, has been imposed (see sections 6. 2(7)(d) and 6. 3(3)(d) of CSE Policy 6, respectively) (this is in addition to the requirement in section 2. 12(2)(ix) and (x) of CSE Policy 2 to include a legend on the document evidencing the securities). For more detailed information, please refer to the official notice: Notice of Approval — May 22, 2025. _________ 1 An NV Issuer is an issuer that has any of its securities qualified for listing on the CSE, and either meets one of the below noted criteria or is designated an NV Issuer by the CSE as a result of being near the threshold of at least two of the below noted criteria (see 2A. 4(2) of Appendix 2A: Equity Securities of the CSE Policies): Equity Standard: shareholder's equity of at least $5 million and a market value of the public float of at least $10 million; Net-Income Standard: net income of at least $400,000 from continuing operations in its most recent fiscal year, or in two of its three most recent fiscal years, shareholders' equity of at least $2. 5 million and a market value of the public float of at least $5 million; Market Value Standard: the market value of all securities, including those securities to be listed and any class convertible into those securities, but excluding warrants and options, is at least $50 million; shareholders' equity of at least $2. 5 million including the value of any offering concurrent with listing; and expected market value of the public float of at least $10 million; or Assets and Revenue Standard: total assets and total revenues of at least $50 million each in the most recent fiscal year or in two of three of the most recent fiscal years; and expected market value of the public float of at least $5 million. This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2025-05-16 - Modified: 2025-05-16 - URL: https://www.foglers.com/insights/new-csa-blanket-orders-increasecapital-raising-limit-for-life-offerings/ - Categories: Article On May 14, 2025, the Canadian Securities Administrators ("CSA") released Coordinated Blanket Order 45-935 ("Order 45-935"), which provides certain exemptions from several requirements for issuers using the listed issuer financing exemption (the "LIFE Exemption") under Part 5A of National Instrument 45-106 Prospectus Exemptions ("NI 45-106"). The LIFE Exemption was introduced in November 2022 in order to provide for a more efficient way for reporting issuers listed on stock exchanges to raise capital (for more information regarding the LIFE Exemption, please consult the following bulletin from Fogler, Rubinoff, published on September 12, 2022). Under item 5A. 2(g) of NI 45-106, issuers using the LIFE Exemption were limited to raising the greater of: (i) $5,000,000 and (ii) 10% of the issuer's aggregate market value to a maximum of $10,000,000 in a 12-month period, subject to a 50% dilution limit. Under Order 45-935, the CSA provides relief from these conditions by allowing listed reporting issuers to raise the greater of: $25,000,000; and 20% of the aggregate market value of the issuer's listed securities to a maximum of $50,000,000 in a 12-month period, subject to different provisions related to the 50% dilution limit. With respect to the aforementioned 50% dilution limit, the timing for calculating the outstanding securities is: the date of the news release announcing the offering if an issuer has not relied on the exemption or the blanket order in the last 12 month; or the date of the news release announcing the first offering completed in reliance on the exemption or the blanket order in the last 12 months. For the purposes of the foregoing, issuers can exclude securities issuable on the exercise of warrants from the calculation if the warrants are not convertible within 60 days of closing of the prospective offering. Furthermore, under Order 45-935, a distribution under an offering using the LIFE Exemption cannot result in: the creation of a new "control person"; or a person acquiring ownership / control or direction over a sufficient number of securities which would entitle said person to elect a majority of directors. The CSA noted that the changes in Order 45-935 related to the timing of the 50% dilution limit address a condition of the LIFE Exemption that requires the calculation to be based on the issuer's outstanding securities 12 months before the offering. Further, under Order 45-935, only warrants convertible within 60 days of the closing need to be included in the 50% dilution calculation. This relief expands the number of warrants an issuer may be able to issue, as under the LIFE Exemption all securities on conversion of warrants need to be included in the dilution calculation. Order 45-935 comes into effect on May 15, 2025. In certain jurisdictions, the blanket order includes an expiry date based on the term limits for blanket orders in the jurisdiction (i. e. 18 months from the effective date). This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2025-05-15 - Modified: 2025-05-15 - URL: https://www.foglers.com/insights/real-property-real-problems-probate-planning-considerations-for-vacant-or-underused-homes/ - Categories: Article This article was first published in the April 2025, Vo,12 No. 3 STEP Connection Toronto Branch Newsletter All levels of government in Canada have been busy over the past few years enacting various types of real estate taxes in an attempt to address the housing crisis. This article will lay out certain unintended and unexpected consequences of two specific real estate taxes in effect today, here in Toronto, as they relate to a common estate planning strategy. Specifically, we will analyze the Toronto Vacant Home Tax By-Law 97-2022 (the "Bylaw") and the Underused Housing Tax Act, SC 2022, c 5, s 10 (the "UHTA"). Concepts such as citizenship, residence, and use of real property within a given time period, are of heightened importance when assessing the impact of these taxes in relation to an estate plan. Using a Nominee Corporation to Hold Real Property Estate Administration Tax (commonly referred to as "probate tax") is a tax of 1. 5% on the fair market value of an estate's assets in excess of $50,000 CAD, and is payable when an Application for a Certificate of Appointment is filed. Probate taxes can, depending on the testator's assets, be minimized by allocating assets for which probate is not needed (e. g. shares of a privately held company) to a separate will, so that assets requiring probate (e. g. personally held real property1) are covered by one will (often referred to as the "Primary Will") and non-probate assets are covered by a second will (often referred to as the "Secondary Will"). Where a "first dealings exemption" is not available, using a nominee corporation structure to hold legal title of real property, combined with a Primary and Secondary Will, allows the testator's estate to avoid probate tax on the value of the property, since the nominee corporation would not require probate in order to accept the authority of the executor(s) named in the Secondary Will. However, even the best laid plans can go awry, especially when there are changes in the law that can undermine careful planning efforts. The Bylaw and UHTA are an example of such changes. Toronto Vacant Home Tax The VHT is an annual tax applied to certain residential properties in Toronto that remain unoccupied for a significant portion of the year. The tax is calculated at a rate of 3% of the property's current value assessment and is imposed on residential property that is classified as a "Vacant Unit" under the Bylaw. A Vacant Unit is defined as a residential property that for more than six months within a taxation year does not meet either of the following conditions: It is the Principal Residence of the Owner or another Occupant; or It is occupied by one or more Tenants in aggregate for at least six months of the year. Under the Bylaw, an "Owner" is the registered legal owner of a property. A "Tenant" is a person who occupies a residential unit under a written lease or sublease for at least 30 consecutive days. An "Occupant" refers to anyone residing in a residential unit, including both Owners and Tenants. A "Principal Residence" is the home where a person ordinarily resides, and under these rules, an individual may have only one Principal Residence. Certain exemptions apply to the VHT. One significant exemption is granted in cases involving the death of the Owner. If the registered owner of a property passes away, the property is exempt from the VHT for two years following the year of death. Given the phrasing of the Bylaw, this exemption applies to natural persons and is not available if a nominee corporation holds legal title to the property. If none of the exemptions apply, the VHT will be payable for the year unless the property is sold to an arm's length party before the end of the year. The Underused Housing Tax The UHT is a federal tax in Canada that applies to certain residential properties that are considered underutilized and that are owned by certain categories of individuals or entities, including non-residents and foreign citizens. The UHT imposes a tax of 1% on the value of the property and a requirement to file a return each year, unless an exemption applies. It is therefore crucial to determine whether a person or entity is an "Owner" under the UHTA. Under the UHTA2, an "Owner" is any person listed as the owner of a residential property under the applicable land registration system. The term "person" is not defined in the UHT, but the Canada Revenue Agency (the "CRA") interprets this term to refer to an individual or a corporation, in accordance with its publication "Questions and Answers About the Underused Housing Tax". Like the VHT, the UHT focuses on the registered legal owner on title, rather than the beneficial owner. Additionally, under the UHTA, an "Owner" also includes a life tenant under a life estate in respect of a residential property. Notably, a residential property may have multiple owners for UHT purposes such that each owner must independently assess their obligations. Property owners that qualify as "Excluded Owners" are not subject to the tax and filing requirements. The UHTA provides an extensive definition of "Excluded Owners", which includes the following categories of property owners: Trustees of a Specified Canadian Trust; Individuals who are Canadian citizens or permanent residents; and Specified Canadian Corporations. A Specified Canadian Trust is a trust in which every beneficiary holding a beneficial interest in the residential property is a Canadian citizen or permanent resident or another Specified Canadian Trust as of December 31 of the calendar year. A Specified Canadian Corporation is defined under the UHTA in terms of what it is not. Essentially, it is a corporation that is incorporated or continued under the laws of Canada or a province, and is not: a corporation in which a non-resident, foreign citizen or foreign corporation has ownership or control, directly or indirectly, of shares of the corporation representing 10% or more of the value of the equity in the corporation or carrying 10% or more of the voting rights under all or under some circumstances. While the UHTA does not explicitly define "beneficiary," the CRA has provided some guidance on how this term should be interpreted: A beneficiary is generally someone for whose benefit the trust was created; A beneficial interest refers to a person's right to income or principal from the trust, as opposed to a trustee, who holds legal title to the property; and A contingent beneficiary (someone whose interest is dependent on a future event) does not have a beneficial interest in a residential property for UHT purposes and is therefore not considered a beneficiary under the UHTA regulations. We will now look at a case study illustrating these concepts in practice and highlighting potential unintended consequences. Case Study Consider the following situation: A is a Canadian citizen, who is married to B, a U. S. citizen/resident. A and B spend their winters at B's residence in Florida and spend their summers at A's Toronto residence that she solely owns and which is her principal residence. A has two children from her first marriage, both of whom are Canadian residents and citizens. Prior to the introduction of the VHT and UHTA, A transfers legal title to her Toronto home to a nominee corporation, incorporated in Ontario, which holds her Toronto residence as a bare trustee for her3. Unfortunately, A passes away shortly after the VHT and UHTA come into effect. A's Will names B as one of the executors and trustees of her estate. Additionally, A's Wills provide B with the right to occupy the Toronto home rent-free for up to five years, after which the home will be sold, and the proceeds are to be divided between A's surviving children. A's Will also names B as one of the executors of her estate. The Toronto home is left unoccupied following A's death. As the nominee corporation is the registered owner of the Toronto residence (rather than A), the VHT exemption with respect to the death of the registered owner does not apply. A's executors also cannot rely on the property being B's "principal residence", since B has a principal residence in the U. S. and a person can only have one principal residence for the purposes of the VHT. For UHT purposes, the nominee corporation would be the trustee of a Specified Canadian Trust if all of the beneficiaries of the trust are Canadian citizens or permanent residents. B is a U. S. citizen and resident. The CRA's interpretation of a "beneficiary" is broad enough to capture B, given that his right to reside in the property for a fixed period is a benefit. As such, the combination of B's status as a beneficiary of the trust and his U. S. citizenship and residency would disqualify the trust from being classified as a Specified Canadian Trust. The nominee corporation would be a Specified Canadian Corporation if B is not a shareholder (due... --- - Published: 2025-05-02 - Modified: 2025-05-02 - URL: https://www.foglers.com/insights/ring-in-2025-with-an-internal-hr-compliance-audit/ - Categories: Article Below is a simple checklist* outlining specified legal requirements that apply to most workplaces in Ontario. This list has been created to assist your organization to determine whether it is compliant in 2025. Do you have the following in place? Harassment Prevention Policy and Training (Required under OHSA)Violence Prevention Policy and Training (Required under OHSA)Health and Safety Policy and Training (Required under OHSA)AODA — mandated Policies and Training (Required under AODA)Copy of the Occupational Health and Safety Act available in workplace. Poster: "Health & Safety at Work: Prevention Starts Here" posted in your workplace. Employment Standards Poster posted in your workplace. Joint Health and Safety Committee (if your organization employs 20 or more employees) formed and trained. Health and Safety Representative (if your organization employs more than 5 but less than 20 employees) selected and trained. Disconnecting from Work Policy (required under ESA if your organization employs more than 25 employees)Electronic Monitoring Policy (required under ESA if your organization employs more than 25 employees)Pay Equity Plan (required if private sector organization with 10+ employees and if public sector organization) * This list is non-exhaustive and applies to provincially-regulated employers. If you are missing checkmarks on the list above or have questions about whether any of the requirements above apply to your organization, please feel free to contact one of our team members and we would be happy to assist you with an HR compliance audit. This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2025-04-30 - Modified: 2025-04-30 - URL: https://www.foglers.com/insights/new-csa-blanket-orders-improve-competitiveness-of-capital-markets/ - Categories: Article On April 17, 2025, the Canadian Securities Administrators ("CSA") released the following coordinated blanket orders (the "Orders"): Coordinated Blanket Order 41-930 (Prospectus and Disclosure Blanket Order) ("Order 41-930"); Coordinated Blanket Order 45-930 (New Reporting Issuer Blanket Order) ("Order 45-930"); and Coordinated Blanket Order 45-933 (Offering Memorandum Blanket Order) ("Order 45-933"). The stated purpose of the Orders is to "support market participants that choose to go public, maintain a listing, and contribute to capital formation in Canada. " Order 41-930 (Prospectus and Disclosure Blanket Order) The stated purpose of Order 41-930, as stated by the CSA is: "reduce regulatory burden and provide greater flexibility for companies that are currently reporting, or that choose to pursue an initial public offering in Canada. " As part of Order 41-930, the securities commissions provide for an exemption from the requirement to include financial statements for the third most recently completed financial year (including a statement of comprehensive income, a statement of changes in equity and a statement of cash flows), as required under: item 32. 2 of Form 41-101F1 - Information Required in a Prospectus; item 14. 2 of Form 51-102F5 - Information Circular; item 5. 2 of Form 51-102F3 - Material Change Report; item 19 of Form 62-104F1 - Take-Over Bid Circular; and item 21 of Form 62-104F2 - Issuer Bid Circular. In addition to the previously mentioned exemption, a similar exemption applies to the requirement to include the annual management's discussion and analysis ("MD&A") for an issuer's third most recently completed financial year. This exemption exists because the regulations that mandate including financial statements for that year also mandate providing a corresponding MD&A (item 8. 2(2) of Form 41-101F1). Order 41-930 also states that in situations where a news release containing specified pricing information is issued before a term sheet / marketing materials with pricing information is provided to a potential investor during the "waiting period" (i. e. period between receipt of preliminary prospectus and receipt of final prospectus), an issuer does not have to disclose such specified pricing information in the preliminary prospectus or any amendment thereto. Finally, Order 41-930 contains an exemption with respect to the requirement to include a promoter certificate in a prospectus, provided that: the prospectus includes a certificate signed by that individual in a capacity other than that of a promoter; or the issuer has been a reporting issuer for at least 24 months, the prospectus is not for asset-backed securities, and the promoter is not a control person, director or officer of the issuer at the time of filing. (Note: The BCSC did not adopt this particular exemption with respect to promoter certificates. ) Order 45-930 (New Reporting Issuer Blanket Order) Order 45-930 provides a prospectus exemption allowing eligible issuers to distribute frely-tradeable securities without a full prospectus if they completed their initial public offering ("IPO") via a long-form prospectus within the 12 months of the offering date. The purpose of Order 45-930 is to provide newly listed issuers with: "greater flexibility to raise additional capital following the IPO provided certain conditions are met. " The exemption requires that: The securities offered be of the same class and at a price no lower than the IPO price. Issuers must file an offering document and news release detailing: the offering, use of proceeds, associated risks, in addition to a statement stating that the offering document can be accessed on the issuer's website and SEDAR+. The total offering amount under this exemption cannot exceed $100 million or, when combined with all other 45-930 offerings, 20% of the issuer's listed equity market value in a 12-month period. An offering under this exemption may not result in a change of control of an issuer. An offering under this exemption cannot include any insiders of an issuer. Issuers may not allocate funds raised via this prospectus exemption to a restructuring transaction, any other transaction for which the issuer seeks securityholder approval or if the issuer is a venture issuer, a significant acquisition. Issuers must file a Form 45-106 Report of Exempt Distribution within 10 days following the offering when relying on this prospectus exemption. Order 45-933 (Offering Memorandum Blanket Order) In Alberta, New Brunswick, Nova Scotia, Ontario, Quebec and Saskatchewan, the offering memorandum exemption under item 2. 9 of National Instrument 45-106 Prospectus Exemptions, includes certain investment limits for individual investors who do not meet the definition of "accredited investor," including a limit of $100,000 if the investor receives advice from a registered dealer or registered adviser that the investment itself is suitable for the investor. Accordingly, Order 45-933, an exemption permitting reinvestment of an additional C$100,000 from "realizable proceeds of disposition" of securities of the same issuer, provided that the investor receives advice from a registered dealer or registered adviser. The Orders will cease to be effective on October 16, 2026 (i. e. 18 months from the effective date), unless extended by the CSA. This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2025-04-22 - Modified: 2025-04-22 - URL: https://www.foglers.com/insights/trademark-opposition-proceedings-in-canada-proposed-changes-now-in-place/ - Categories: Article In July 2024, I discussed proposed changes to trademark proceedings in Canada. Following a public consultation period, revised Regulations came into force on April 1, 2024, that incorporate those proposed changes. The changes aim to improve the efficiency of dispute resolution proceedings in Canada. Time will tell if that goal is achieved but, for now, practitioners and stakeholders should be aware of key changes affecting the conduct of opposition proceedings in Canada. Costs The Registrar may not award costs against one party – both in an opposition and in a summary cancellation (S. 45) proceeding. A party can obtain costs whether or not they are successful, but cost awards will only be granted in exceptional circumstances and upon request. Circumstances that may support a cost award include the following 3 for oppositions – and the latter 2 for summary cancellations: Where the opposed application is refused because it was filed in bad faith; Where a request for an oral hearing is withdrawn less than 14 days prior; and Where one party engages in conduct that causes undue delay or expense. Before awarding costs, the other party will be given notice and an opportunity to make submissions. The Registrar will provide reasons for their decision and the order may be filed with the Federal Court to then be enforced as an order of the Court. Cost awards by the Registrar will not be automatically awarded to the successful party and will be nowhere the amount that would be awarded in litigation matters. Confidentiality Orders The Registrar can order that certain evidence filed in an opposition proceeding be kept confidential. That evidence includes affidavits, cross-examination transcripts and undertakings and written representations. The request for a confidentiality order must be made before the evidence is filed and must (a) describe the evidence, (b) state that the evidence has not been made public, and (3) explain why it should be kept confidential. The other side can comment on the request and, if they breach an order once granted, the Registrar may award costs against them. Case Management The Registrar can now, at any time, designate a proceeding as being “case managed” and can, thereafter, set the time and/or manner for any step to be completed, despite what is specified in the Act or the Regulations. The Registrar will not use their case management power to deal with substantive issues but more so to coordinate matters involving related files, to schedule a conference call with the parties and to address uncooperative behaviour. Evidence on Appeal Finally, the changes to the Regulations provide that, when appealing a decision of the Opposition Board to the Federal Court, leave of the Court is now required to file new evidence. Previously, new evidence could be filed without leave of the Court. Originally published in the April 2025 International Lawyers Network Publication. This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2025-04-14 - Modified: 2025-06-02 - URL: https://www.foglers.com/insights/trade-war-ontarios-new-procurement-restriction-policy-proudly-fighting-back/ - Categories: Article Speaking from the modish Rose Garden of the White House on April 3, 2025, U. S. President Donald Trump announced new “reciprocal” tariffs on almost all of the United States’ trading partners, including 34% on China, 27% on India, 24% on Japan and 20% on the European Union. Many small economies face varying rates, with the lowest tariff of at least 10%. Canada was spared additional tariffs, with no new levies being added to industry-specific measures, such as a 25% tariff on cars. President Trump called it one of the most important days in American history. His “Liberation Day”, as he called it, ushers in the United States’ broad abandonment of the world trading order launched in 1948 with the coming into force of the General Agreement on Tariffs and Trade (GATT). The new order can be summarized by protectionism. In response to the president’s willful destruction, the question for Canada, among other countries, is how to limit the damage. Effective as of April 4, 2025, the Government of Ontario introduced a new procurement policy aimed at restricting access to public sector contracts for American-based businesses. The Government’s new Procurement Restriction Policy (the “Policy”) applies to all public sector entities, including the designated Broader Public Sector (BPS) organizations. Its stated objective is to level the playing field for Ontario-based businesses by restricting American companies to bid on public procurement opportunities in Ontario. In the event that the tariffs are removed or revised, the Policy explains, the Government intends to reassess and make appropriate adjustments, if necessary, including rescinding the Policy. The Policy is issued under the authority of both the Management Board of Cabinet Act, and the Broader Public Sector Accountability Act, 2010. Application & Scope The Policy applies to all public sector entities, including the following (unless otherwise specified): All ministries; Entities subject to the Ontario Public Service (OPS) Procurement Directive; All provincial agencies (including any provincial agencies that come under the rubric ‘Other Included Entities’ under the OPS Procurement Directive); The Ontario Power Generation (OPG); The Independent Electricity System Operator (IESO); and All designated Broader Public Sector (BPS) organizations. The new Policy emphasizes that all existing procurement directives continue to apply, including the rules that support the Building Ontario Businesses Initiative (BOBI). Where there is any conflict or inconsistency between any applicable procurement directive and the new Policy, the latter prevails to the extent of the conflict or inconsistency. The Policy does not prevail over any legislation. The Policy applies broadly to all new procurements of goods and services (consulting and non-consulting) at any value and it applies irrespective of the specific method of procurement, whether invitational, open competitive or non-competitive. Importantly, Vendor of Record arrangements or other arrangements available to public entities are excluded from the application of the Policy. The Policy clarifies that what is meant by a ‘Unites States business’. The term broadly means a supplier, manufacturer or distributor of any business structure (for example, a sole proprietorship, partnership, corporation or other business structure) that is (a) headquartered or locates its main in the United States and (b) has fewer than 250 full-time employees in Canada at the time of the applicable procurement process. Interestingly, an American business which is headquartered in the United States but has more than 250 full-time employees in Canada is exempted from the Policy and, as such, Ontario public sector entities could accept bids submitted from the United States by an American business. It can reasonably be assumed that the employee head count will result in shutting out the vast majority of American business from doing business with the Ontario public sector. Administratively, a public sector entity in Ontario could rely on the representation (presumably made in writing) that a prospective bidder does not meet the definition of a Unites States business. Requirements Where a prospective bidder is an American business in accordance with the above-referenced definition, the business must be excluded from the procurement processes being conducted by public sector entities in Ontario. Narrow exceptions exist in circumstances where (a) the American business is the only viable source for the goods/services, and (b) the procurement cannot be delayed. Meeting these combined criteria will require public entities to consult adequately internally to ensure that due consideration is given before proceeding with a prospective procurement. Under the OPS Procurement Directive, at a minimum a government entity is required to obtain the approval to proceed from a deputy minister or CEO, as appropriate. Similarly, designated BPS organizations must also require comparable levels of approval. Final Remarks The Policy amounts to a radical departure from the long-established trading order, marking a discernable change in commercial relations between Canada and the United States, one that is strained and loaded with potential consequences for Canadians. By shutting out the bulk of American businesses from public procurement opportunities in Ontario, Canadian and foreign non-American suppliers will enjoy an opportunity to fill the gap left by outgoing American suppliers. The Ontario public sector and Canada more broadly is now facing a striking opportunity to achieve a greater degree of independence from Canada’s most significant trading partner and establish new or enhanced commercial relations elsewhere, with members of the European Union, for example. The challenges associated with severing ties with existing suppliers and establishing new supply chain relations cannot be underestimated and will take some time to sort out. As they do so, Ontario entities subject to the requirement of the new Policy will need to be mindful of the restrictions and allowances under which procurement may be conducted with American suppliers and comply with the stated approval requirements. In the end, whether the tariff war with the United States is resolved sooner rather than later, inevitably the memory of “Liberation Day” will linger and the public sector will need to reform and reconstitute its supply chain. Denis Chamberland, counsel to Fogler, Rubinoff LLP, is a procurement and trade law specialist. He works with European companies aspiring to do do business with public sector entities in Canada and with Canadian companies aspiring to do business with the public sector in Europe. He commutes between Toronto and Paris, France. This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2025-04-10 - Modified: 2025-04-10 - URL: https://www.foglers.com/insights/under-construction-how-legislative-changes-are-reshaping-ontarios-construction-industry/ - Categories: Article In late 2024, Bill 216, the Building Ontario For You Act (the "Bill"), which amends the Construction Act (the "Act") received royal assent. The amendments originate from a report commissioned by the Ministry of Attorney General entitled "The 2024 Independent Review: Updating the Construction Act" (the "Report"), authored by Duncan Glaholt, a construction law expert and arbitrator. Following extensive consultation with stakeholders in the construction industry including engineers, lawyers, owners, contractors, government entities, and various organizations and councils, the Report proposed various amendments to the Act. The key recommendations included: Mandatory annual release of holdback and simplification of the holdback regime; Broadening access to interim dispute adjudication in order to encourage parties to resolve their disputes without relying on the court system; and Providing certainty and clarity to the construction industry through several technical updates. Changes to the Holdback Regime One of the most significant amendments to the Act is the requirement to release holdback on an annual basis. Currently, the annual release of holdback is only available for contracts with a price in excess of $10 Million. There will also no longer be an option for phased release of holdback. The amendments require each owner to publish notice, within 14 days of the anniversary of the date the contract was entered into, specifying the amount of holdback to be released and the intended payment date. Further, unless a lien has been preserved or perfected and has not been discharged or vacated, the owner must release all holdback accrued to the anniversary date within 14 days after the expiry of the lien period. This separates holdback release from substantial performance and involves a new lien expiry period (discussed below). The amendments also address holdback retained by an owner for the supply of design services for an improvement that has not "commenced". Under the new provisions, where an owner retains such holdback, the designer is deemed to have provided lienable services unless the owner can prove that the value of its interest in the lands has not been enhanced. This new regime will apply to all levels of the construction pyramid. No right of Set-Off Against the Holdback The provision permitting non-payment of the holdback in specific circumstances has been repealed, meaning that annual holdback release is now mandatory without any right of set-off. Lien Periods The amendments also stipulate that liens arising from the supply of services or materials covered by an annual holdback notice will expire within 60 days after publication of the notice. Enhancing Access to Adjudication The amendments expand both the timing and scope of adjudication, addressing stakeholder concerns that adjudication was not available following completion of a construction contract. Notably, the amendments permit the commencement of adjudication within 90 days after the construction contract has been "completed, abandoned or terminated unless parties to the adjudication agree otherwise". For disputes involving subcontractors, a party may commence an adjudication up to 90 days following (i) the date on which the subcontract is certified complete, or (ii) the date of last supply of services or materials under the subcontract. The adjudication period is now 30 days longer than the deadline to preserve a lien. However, the provision which extended the date for expiry of a lien where a matter was subject to adjudication, has been repealed. The Act will no longer limit adjudication to payment-related matters. Pursuant to the new provisions "a party to a contract or subcontract may refer a dispute with the other party to the contract or subcontract respecting any prescribed matter or any matter agreed to by the parties to adjudication". Categories of disputes that can be referred to adjudication will be outlined by regulation (which have yet to be enacted), but the parties will continue to be able to agree upon additional matters that may be submitted to adjudication. Parties are now able to request that an adjudicator consolidate multiple disputes relating to the same improvement. Previously only a contractor could require consolidation. Parties may also seek consolidation of adjudications between parties to different contracts or subcontracts where those agreements pertain to the same improvement. The Act will also now permit parties to retain a private adjudicator as opposed to being obligated to select an adjudicator from the ODACC registry. Deemed Proper Invoice The Bill also includes the addition of a deeming provision which deems a non-compliant invoice to be a "proper invoice" unless the owner notifies the contractor in writing of the non-compliance within seven (7) days of receipt and specifies the deficiency and what is required to address it. Owners will need to be especially vigilant and expedient when reviewing invoices received from contractors and be prepared to provide written notice of any alleged deficiencies within seven (7) days of receipt of the invoice. Transition The majority of the amendments will take effect after proclamation by the Lieutenant Governor. However, the most significant changes will be transitioned into the Act in order to allow the industry to adapt accordingly. The transition measures are outlined at section 87. 4. Notably, the new annual holdback regime will apply for contracts executed prior to the amendments coming into force. In those cases, the first anniversary date for the mandatory release of holdback under the new rules will be the second anniversary of the contract following the enactment of the amendments. The requirement to make holdback payment will include all holdback accrued prior to that date. Next Steps While the amendments outlined above are not yet in force, industry stakeholders should familiarize themselves with the changes and the impacts they will undoubtedly have on their construction projects and businesses. If you would like to discuss how the amendments may impact your construction projects or how to best protect your business, please do not hesitate to reach out to the author. This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2025-04-01 - Modified: 2025-04-01 - URL: https://www.foglers.com/insights/case-brief-on-kebaowek-first-nation-v-canadian-nuclear-laboratories-2025-fc-319/ - Categories: Article In late 2024, the nuclear safety commission staff used the lack of explicit United Nations Declaration on the Rights of Indigenous Peoples language in their governing statute as a reason for not considering or applying it during recent consultation. Kebaowek First Nation v Canadian Nuclear Laboratories, 2025 FC 319 ("Kebaowek") puts an end to that shifty line of reasoning and is a monumental case for two reasons: 1) it is the first time the Federal Court considered the role of the Declaration in relation to the Crown's Indigenous consultation requirements and 2) it closed an administrative law loophole in relation to the Declaration's application. The legal world is on notice – the Declaration applies to consultation requirements and to all administrative tribunals who consider the adequacy of the Crown's duty to consult with Indigenous communities. Background Kebaowek was an application for a judicial review of the Canadian Nuclear Safety Commission's ("CNSC") decision to grant the Canadian Nuclear Laboratories Ltd. 's ("CNL") application to amend their Nuclear Research and Test Establishment Operating Licence ("Licence") for the Chalk River Laboratories site ("Site") to authorize the construction of a Near Surface Disposal Facility ("NSDF") on the Site. Justice Blackhawk was the presiding judge. The application dealt with five issues: What is the appropriate standard of review? Did the Commission err in determining that it did not have the jurisdiction to determine if the Declaration and UNDA applied to the duty to consult and accommodate? Did the Commission err in determining that the Crown had fulfilled its duty to consult and accommodate Kebaowek? Did the Commission err in determining that the NSDF is not likely to cause significant adverse environmental effects? What is the appropriate remedy? This memo looks at the Court's findings on issues 1, 2 and 3, specifically administrative law and the role of the Declaration and UNDA in relation to the Duty to Consult and Accommodate ("DTCA"). Issue 1 – Standard of Review The appropriate standard of review is an important consideration for First Nations across Canada. This is because the CNL argued that its enabling statute and appropriate legislation did not give explicit instructions on the implementation of the Declaration and UNDA, giving the CNSC deference to choose how to do so. If that was true, the standard of review would be reasonableness. However, constitutional questions or a general question of law which are "both of central importance to the legal system as a whole and outside the adjudicator's specialized area of expertise" carry the standard of review of correctness, and the Commission's decision would not be afforded a defence of deference. Justice Blackhawk stated that the Supreme Court of Canada ("SCC") clarified that questions concerning the scope of Aboriginal and treaty rights under section 35 of the Constitution Act, 1982 "require a final and determinative answer from the courts". She found that the appropriate standard of review was correctness as the scope and content of the DTCA are general questions of law of central importance and outside the Commission's area of expertise. This finding is foundational. There are hundreds of administrative tribunals across Canada. If each had deference on applying the Declaration, Indigenous communities would be at the mercy of each tribunals level of knowledge and understanding of both the DTCA law and the Declaration which would lead to significant inconsistencies. Kebaowek provides necessary guidance to tribunals across the country that the Declaration must be considered when determining if the Crown met its DTCA. It provides consistency and discourages different tribunals from applying their own standards. This decision also blocks the Crown from using a backdoor workaround to the legal requirements of the Declaration and UNDA. Issue 2 - Did the Commission err in determining that it did not have the jurisdiction to determine if the Declaration and UNDA applied to the duty to consult and accommodate? Yes, Justice Blackhawk found that the Commission erred in determining it did not have the jurisdiction to consider the application of the Declaration and the UNDA. This incorrect assumption by the Commission led to a skewed DTCA analysis. At paragraph 66 Justice Blackhawk cited the SCC finding in Paul v British Columbia (Forest Appeals Commission) that stated there is no requirement for an administrative tribunal to have an express ability to apply section 35 of the constitution, as there is no principled basis to distinguish questions arising under section 35 from other constitutional questions, such as those arising from the Canadian Charter of Rights and Freedoms. As she said,"ection 35 rights are not an enclave that excludes administrative tribunals from determining these issues". The SCC went even further in Paull: t is worth noting that administrative tribunals, like courts, have fact-finding functions. Boards are not necessarily in an inferior position to undertake such tasks. Indeed, the more relaxed evidentiary rules of administrative tribunals may in fact be more conducive than a superior court to the airing of an aboriginal rights claim. The Court found that tribunals are a body with the authority to determine questions of law, including the interpretation of the fulfillment of the DTCA which includes consideration of the Declaration and UNDA. Justice Blackhawk also pointed out that if the Commission was unclear as to the jurisdiction, they had the ability to seek clarification from the courts, which they did not do. She also found the Commission's decision was unreasonable, even if not incorrect, as it was inconsistent with the principles of statutory interpretation. Issue 3 - Did the Commission err in determining that the Crown had fulfilled its duty to consult and accommodate Kebaowek? Justice Blackstock found that the Commission did err in determining that the Crown had fulfilled its DTCA. The failure came as a result of the Crown's disregard of the application of the Declaration and UNDA during consultation. The Court found that the Declaration and UNDA should apply in three ways: as an interpretive aid; as the foundational framework and legislative measure that implements the framework; and through the presumption of conformity to international law. 1) Interpretive Aid The Court plainly declared that the Declaration may be relied on to interpret Canadian law. While the Declaration does not create new law or statutory obligations, it is an interpretative lens that must be applied to determine if the Crown has fulfilled its obligations prescribed at law. The Court also emphasized that the rights set out within the Declaration exist, suggesting that the UNDA has codified pre-existing rights. Section 35 rights must be interpreted in a manner consistent with the Declaration. This is also consistent with the Truth and Reconciliation Commission of Canada Calls to Action and the National Inquiry into Missing and Murdered Indigenous Women and Girls Calls for Justice. Justice Blackstock stated: Accordingly, this requires all decision makers, including administrative tribunals that have the authority to determine questions of law such as the Commission, to actively consider how the UNDRIP may impact the interpretation of Canadian laws, including the fulfillment of section 35 constitutional obligations. The Court noted that Parliament clarified "othing in this Act is to be construed as delaying the application of the Declaration in Canadian Law. " This means despite the CNSC's enabling legislation being silent on the Declaration, and no mention of the CNSC in the UNDA Action Plan, it does not create a Declaration implementation loophole for this Crown agency. Instead, it "requires all decision makers, including administrative tribunals that have the authority to determine questions of law... to actively consider how the UNDRIP may impact the interpretation of Canadian laws, including the fulfillment of section 35 constitutional obligations. " 2) Foundational Framework Justice Blackstock stated that "Importantly, the Supreme Court has clarified that the UNDRIP is the foundational framework of the 'reconciliation initiative by Parliament' (Reference at para 3)". Justice Blackstock, citing recent SCC decisions quoted the Court's finding that “hile the Declaration is not binding as a treaty in Canada... the Declaration has been incorporated into the country’s positive law by the ”... Parliament’s enactment of the UNDA in 2021 “ the Declaration ‘as a universal human rights instrument with application in Canada law’. It is therefore through this Act of Parliament that the Declaration is incorporated into the country’s domestic positive law”. The Court outlined the federal inquiries, reports and commissions which call for the implementation of the Declaration at all levels of government and then stated that "Together, these reports and recommendations stress the importance of looking to the UNDRIP as a 'framework for reconciliation' and underscore the importance of "free, prior and informed consent of Indigenous peoples to all decision-making processes that effect them". This leaves little ambiguity as to the country-wide application of the Declaration. The intention is for the Declaration to be applied across the country at all government levels. 3) Presumption of Conformity The presumption of conformity argument is an established principles in other areas of law, but it is a fresh angle regarding the application of the Declaration and one of the first times the federal court has used it for the... --- - Published: 2025-02-26 - Modified: 2025-03-05 - URL: https://www.foglers.com/insights/highlights-from-the-abas-canadian-private-target-ma-deal-points-study/ - Categories: Article Earlier this month, the American Bar Association (the "ABA") released its Study (the "Study") analyzing publicly available acquisition agreements for transactions that were signed in 2020, 2021 and 2022 that involved Canadian private targets that were either acquired or sold by public companies. The acquisition agreements were filed on SEDAR+ (the "System for Electronic Documents and Analysis and Retrieval +" maintained by the Canadian Securities Administrators. ) The Study sample covered 83 acquisition agreements and excluded agreements having a transaction value of less than CAD $5 million, transactions where the target was in bankruptcy, transactions involving non-arm's length parties and transactions not governed by Canadian law, among others. The last such deal points study issued by the ABA was in 2019, reporting on deals that were signed in 2016 and 2017. There were also deal point studies issued by the ABA in 2014, 2012 and 2010. The Study included a significant number of data points not covered in the previous deal point studies. Study Highlights: Canadian deals generally tend to be smaller than US deals. 67% of the deals studied were in the CAD $5 million to CAD $50 million range, whereas in the U. S. , 18. 5% were in the US $30 million to US $50 million range. The most recent Study is weighted more toward smaller transaction sizes than the previous deal point studies. A smaller deal size can impact upon a number of deal points, such as the decision to not use a representations and warranties insurance policy in 76% of the transactions. Due to the smaller deal size, there were more transactions that involved TSXV issuers rather than TSX issuers. 40% of the sellers were "entrepreneurial" sellers, where the founders appeared to dominate management and ownership, as opposed to 17% in the 2018 deal point study. 80% of the transactions included in the Study were signed in 2020 and 2021, during the Covid-19 pandemic. It would not be unreasonable to expect that the restrictions imposed on travel and the imposition of lockdowns during this period would have inhibited a buyer's ability to conduct typical due diligence investigations, and the inherent uncertainty of anticipating the extent of consequences of the pandemic on a target's future operations and profitability, and thus would have impacted upon a number of deal points negotiated during this period. It was noted that a "Material Adverse Effect" provision that was forward-looking (e. g defined to mean "any result, occurrence, fact, change, event or effect that has, or could reasonably be expected to have (emphasis added), a materially adverse effect on the business, assets, liabilities, capitalization, condition (financial or other), results of operations or prospects of Target"), was contained in 89% of the transactions included in the Study, compared to 69% in the 2018 deal points study. 19% of transactions provided that the seller's covenant to continue to operate the business in the ordinary course excluded violations of law, COVID-related measures, and breaches of contract, and 19% expressly provided the seller with flexibility to respond to COVID-19. Another interesting development related to "sandbagging", namely, whether or not a party could rely on a breach of a representation, warranty or covenant where it had knowledge of the breach. 82% of the deals were silent on sandbagging, compared to 66% in the 2018 deal points study, only 10% had an express pro-sandbagging clause, down from 22% in the 2018 deal point study, and 8% had an express anti-sandbagging clause, down from 12% in the 2018 deal points study. Conclusion: The Study is a useful resource to determine what is "market" in the context of Canadian private M&A. However, it is not determinative. The Study, by its nature, is only reflective of minimum CAD $5 million transactions publicly disclosed, where the buyer or seller was a public entity, and reflects deals done up to 2022. The Study does not encompass the universe of Canadian private transactions. The majority of the transactions reported were signed during the COVID-19 pandemic. While it is reasonable to expect that the uncertainties and difficulties that were encountered during that period would have been the reflected in the negotiation of various deal terms, the Canadian environment has since changed and there is a new and unanticipated threat that has arisen. Today, the Canadian economy and its businesses are facing the threat of an impending trade war, with the imposition of a broad range of tariffs by its largest trading partner. It should be anticipated that these concerns will necessarily impact upon the negotiation of numerous deal points. The ultimate parameters and extent of the impending trade war, coupled with the respective negotiating strengths of the parties to the proposed transaction, the particular facts of the transaction, and the abilities of the respective deal professional teams, will ultimately determine the resolution of various deal points. The Securities & Capital Markets group at Fogler, Rubinoff LLP will continue to monitor developments in the Canadian public M&A space. Please contact the author if you have questions about or require assistance in executing Canadian public M&A transactions. This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2025-02-25 - Modified: 2025-02-26 - URL: https://www.foglers.com/insights/terminating-an-employee-at-any-time-held-to-breach-the-employment-standards-act-2000-the-esa/ - Categories: Article The Ontario Superior Court of Justice has once again struck down a minimum standards termination clause within an employment contract. In Baker v. Van Dolder's Home Team Inc. , 2025 ONSC 952 ("Baker"), an employee was terminated without cause. The employment contract contained a termination clause which purported to limit the employee's entitlements upon termination. At issue was whether the termination provision was enforceable or in breach of the Employment Standards Act (the "ESA"). In order to address this dispute in an expeditious manner, the parties agreed to determine the case on a motion for summary judgment. The Plaintiff submitted that the without cause portion of the termination provision breached the ESA by allowing the Defendant to terminate the Plaintiff's employment "at any time", albeit on a without cause basis. Justice Sproat in reliance of the trial judge's decision in Dufault v. The Corporation of the Township of Ignace, 2024 ONSC 1029 held that termination clauses which allow an employer to terminate an employee "at any time" are in breach of the ESA and are therefore, unenforceable. Furthermore, Justice Sproat held that termination provision could not be saved by language stating that the employer will comply with the ESA. Justice Sproat also reaffirmed the Court of Appeal's decision in Waksdale v. Swegon North America Inc. , 2020 ONCA 391, which held that a termination "with cause" provision must comply with the ESA's standard of "wilful misconduct, disobedience, or wilful neglect of duty that is not trivial and has not been condoned by the employer. " In Baker, the employer's termination clause failed to meet this standard, rendering it unenforceable. The decision in Baker provides clarity that termination clauses permitting a termination "at any time" will be held unenforceable and that "with cause" provisions must meet the ESA's wilful misconduct standard. This case serves as yet another reminder that termination clauses must be carefully drafted and frequently updated to comply with the ESA. Otherwise courts will not hesitate to strike down termination provisions, resulting in employers having to pay reasonable notice at common law. This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2025-02-21 - Modified: 2025-02-26 - URL: https://www.foglers.com/insights/what-employers-need-to-know-about-publicly-advertised-job-postings/ - Categories: Article Last year, we reported on several upcoming amendments to the Ontario Employment Standards Act, 2000. One of the issues we flagged related to new obligations that would apply to publicly advertised job postings. Further guidance has been provided on this issue by way of a regulation (O. Reg. 476/24) that will come into force on January 1, 2026. Below is a brief summary of what is coming up with respect to publicly advertised job postings. Applicability: The new rules only apply to employers with 25 or more employees on the day the publicly advertised job posting is posted. Publicly advertised job posting means an external job posting that an employer or a person acting on behalf of an employer advertises to the general public in any manner, but does not include: A general recruitment campaign that does not advertise a specific position. A general help wanted sign that does not advertise a specific position. A posting for a position that is restricted to existing employees of the employer. A posting for a position for which work is to be performed outside of Ontario or performed outside of Ontario and in Ontario and the work performed outside of Ontario is not a continuation of work performed in Ontario. Compensation Range Disclosure: Publicly advertised job postings must include a compensation range, unless the position pays more than $200,000 annually or the compensation range exceeds $200,000 at the upper limit. Additionally, compensation ranges provided cannot exceed $50,000. Reminder: As we previously reported, employers are prohibited from including any requirements related to Canadian work experience in the job postings. Also, if an employer uses AI to screen, assess, or select applicants, it will have to disclose same in the job posting. What does this all mean for Ontario employers? Employers are encouraged to review their hiring practices now to ensure they comply when the time comes. If you have any questions or need guidance, please reach out to one of our team members. This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2025-02-21 - Modified: 2025-02-28 - URL: https://www.foglers.com/insights/de-cluttering-in-the-new-year-pilot-project-in-canada-to-cancel-trademark-registrations-for-non-use/ - Categories: Article In January 2025, the Registrar of Trademarks launched a pilot project in which it sends notices to certain registrants asking them to show use of their registered mark, failing which their registration is to be cancelled. These notices are subject to the same modalities as those issued at the request of a third party, pursuant to S. 45 of the Trademarks Act. The registrant must file affidavit evidence showing the use of the registered mark in Canada, in the normal course of trade, with each of the goods/services covered by their registration, or establish exceptional circumstances to excuse their non-use. In January, the Registrar issued 100 such notices. A further 50 will issue in each of February and March. No number has been set for the following months, and no data is available at this time on whether any registrations have been cancelled (or maintained) pursuant to these notices. The Canadian Trademarks Office will continue to update their site during the first phase of the project and, once a “statistically significant” number of proceedings have concluded, the Office will launch phase 2 of the pilot project. In phase 2, they will assess whether the project should continue and, if so, whether the approach should be altered so as, for instance: a) target certain types of registrations, b) have the notice issue regarding all or some of the registered goods/services and c) have the Registrar investigate the alleged use prior to issuing the notice. The stated goal of the project is to declutter the Register to make it easier for potential trademark users/applicants to adopt a brand and to register it in an efficient manner. These goals are laudable. That said, they should be considered against the backdrop of recent changes to Canadian trademark law that did away with the use requirement. In fact, Canadian applicants previously had to either claim that they were using their mark at their application filing date (for applications based on “use in Canada”) or file a declaration of use before their registration could issue (for applications based on “intent to use”). Despite significant protest from the profession, the Trademarks Act was amended in 2019 to remove all use requirements from the application process. Furthermore, Canada does not now have, and has never had, a system akin to that of the U. S. where registrants are required to file specimens of use to obtain and to maintain their registration. Against that backdrop, this pilot project could be seen as a way to alleviate some of the strain introduced by the 2019 changes which opened the floodgates to the filing of applications. Time may tell what effect the project has, and at what cost, to help legitimate brand owners and businesses clear, adopt, register and defend trademarks in Canada. Originally published in the February 2025 International Lawyers Network Blog. This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2025-02-11 - Modified: 2025-02-26 - URL: https://www.foglers.com/insights/material-change-materially-changed-taking-a-closer-look-at-markowich-v-lundin-mining-corporation/ - Categories: Article I. Introduction What counts as a "material change" in a company's "business, operations, or capital" and when must it be disclosed? The answer isn't always clear, and that very question lies at the heart of Lundin Mining1, a case that was dismissed, appealed, and went before the Supreme Court of Canada (the "SCC") on January 15, 2025. The anticipated decision, which has yet to be released, could result in a material change to disclosure obligations of public companies. II. Background Lundin Mining centers on allegations that Lundin Mining Corporation ("Lundin") failed to promptly disclose significant operational issues at its mine in Chile; namely, a pit wall instability, which arises when the sides of an open pit mine become weak or start to move, and frequently results in a rockslide. 2 Lundin shareholder, Dov Markowich ("Markowich"), sought leave under section 138. 8 of the Securities Act3 to initiate a statutory cause of action against Lundin and its officers and directors, claiming they neglected to make timely disclosures of the pit wall instability and subsequent rockslide (the "Statutory Claim"). Additionally, Markowich aimed to certify the lawsuit as a class action under s. 5 of the Class Proceedings Act4, (the "Common Law Claim") advancing claims on behalf of certain shareholders of Lundin. 5 i. A Timeline of Events The following timeline outlines the undisputed key events that have shaped the proceedings thus far: October 25, 2017, Lundin detects pit wall instability in a localized area of its open pit operations at its Candelaria copper mine located in Chile (the "Pit Wall Instability")6. October 31, 2017, an estimated 600,000 to 700,000 tonnes of waste material of the Candelaria mine moved down slope (the "Rockslide")7. Between November 15, 2017, and November 27, 2017, Markowich purchased 10,000 securities in Lundin, at an average price of $9. 156, for a total of $91,5608 On November 29, 2017, Lundin issued a news release advising its investors about the Pit Wall Instability which resulted in the Rockslide, among other updates10. On November 30, 2017, the price of Lundin's shares on the Toronto Stock Exchange closed at $7. 52, a decline of $1. 44, or 16%, from the closing price of $8. 96 on November 29, 2017. This one-day drop represented a loss of over $1 billion of market capitalization. III. Defining Material Change i. The Current Legislative Framework Assessing the materiality of information is a fundamental element of securities laws in Canada and occurs in a number of different contexts. However, this assessment is complicated by the fact that there are no bright line rules. Currently, a "material change" is defined in s. 1(1) of the Securities Act as a "change in the business, operations, assets, or ownership of the company that could have a significant impact on the price or value of securities. "11 One of the most important questions to consider when determining the materiality of information is "would a reasonable investor's decision on whether or not to buy, sell or hold securities of the reporting issuer be influenced or changed if the information were omitted or misstated? "12 If the answer to this question is yes, then the information is likely material, in which case a reporting issuer must immediately issue and file a news release disclosing the details of the change. ii. Superior Court of Justice - Ontario: the Restrictive Interpretation The motion judge at the Superior Court agreed with Lundin's position, finding that Markowich had no reasonable possibility of establishing at trial that the Pit Wall Instability and/or the Rockslide caused a change to "Lundin's lines of business, how it conducted its operations, or its capital structure. "13 In dismissing the motion for leave and declining to certify the Statutory Claim, the motion judge also concluded that the Common Law Claim was not suitable for certification because a multitude of mini-trials would be required to address the issue of reliance. 14 iii. Court of Appeal - Ontario: the Expansive Interpretation The Court of Appeal overturned the motion judge's decision on the basis that the motion judge's interpretation of "change", "business", "operations" and "capital" was applied too narrowly and inconsistent with existing case law and the purpose of the Securities Act, particularly in the context of a motion for leave. 15 According to the Court of Appeal, Markowich only needed to demonstrate a "reasonable possibility of success" based on a "plausible interpretation of the Act and the evidence. "16 In making this determination, the Court of Appeal referred to a two-step test to determine if a material change had occurred. The test, originating from the SCC's decision in Theratechnologies17 is as follows: whether a change in the business, operations or capital of the issuer has occurred; and if there was a change, whether it could reasonably be expected to have a significant impact on the market price of the issuer's shares. With regard to the first part of the test, the Court of Appeal acknowledged the uncontested evidence that as a result of the Rockslide, Lundin had to modify its operations. Based on this, the Court of Appeal found there to be a reasonable possibility that Markowich could have established a change had in fact occurred in Lundin's operations. 18 The Court of Appeal noted that the motion judge incorrectly read a "magnitude" requirement into the first part of this test, when questions of magnitude should be reserved for the second part of the test, which focuses on determining whether the change is material19. In answering the second part of the test, the Court of Appeal considered whether this change could reasonably be expected to have a significant impact on the market price of Lundin's securities. The motion judge and the Court of Appeal were both satisfied that this change could reasonably be expected to affect stock prices20. The Court of Appeal held that had the motions judge applied a less restrictive definition of a "change in the business, operations or capital", then he would have found there to be a reasonable possibility that the action would have been resolved in Markowich's favour at trial. As such, the Court of Appeal allowed the appeal and granted leave for the action to proceed21. Lundin appealed the decision to the SCC, to which the SCC granted leave to appeal in March 202422. iv. SCC - the Pending Interpretation The issue at the heart of this appeal centers around whether there is a reasonable possibility that Markowich's action will be resolved in his favour at trial, which in turn depends on how the SCC interprets "material change. " In the current landscape, Theratechnologies23 and Danier24 are widely cited for their rulings on "material change" in the context of securities laws. The key holding in Danier is that a material change under securities law refers specifically to a change in the business, operations, or capital of an issuer, not just any material fact that might affect the market. In this case, the SCC emphasized that the Securities Act is "remedial legislation" that is to be given a broad interpretation. The Securities Act protects investors by imposing disclosure obligations. At the same time, it limits the burden placed on issuers by requiring disclosure "forthwith" of material changes but not of material facts. The SCC also stated that the distinction between a material change, and a material fact is "deliberate and policy-based27. " The key holding in Theratechnologies is that it clarified the test for materiality in the context of selective disclosure and secondary market liability. The SCC emphasized that information is material if it would be expected to have a significant effect on the market price of a security. The upcoming SCC decision will add to the body of jurisprudence, offering clarity on what constitutes a material change, shaping both how public companies disclose information and how investors assess that information moving forward. IV. Conclusion This decision underscores the necessity for companies to promptly disclose operational changes that could significantly impact their stock price, even if such events are common in their industry. Importantly, until the SCC decision is issued, the Court of Appeal's ruling establishes a binding precedent on material change disclosure during this interim period. Reporting issuers are reminded to carefully assess when a material change occurs to ensure compliance with securities legislation. If you would like to discuss Lundin Mining or need any further information, please contact any member of our Capital Markets and Securities Group. __________________________________________ 1 Markowich v Lundin Mining Corporation, 2023 ONCA 359 . 2.   Ibid at paras 1-3. 3. Securities Act, RSO 1990, c S5, s 138. 8 . 4. Class Proceedings Act, 1992, SO 1992, c 6, s 5. 5. Lundin Mining, supra note 1 at paras 1-3. 6. Ibid at para 16. 7. Ibid at para 19. 8. Ibid at para 11. 9. Ibid at para 23. 10. Ibid at para 24. 11.   Securities Act, supra note 3, s 1(1). 12. Ontario, Ontario Securities Commission, Companion Policy 51-102CP, Unofficial consolidation current to 2015-06-30 (2015). 13. Markowich v Lundin Mining Corporation, 2022... --- - Published: 2024-12-20 - Modified: 2025-02-26 - URL: https://www.foglers.com/insights/year-in-review-our-most-popular-insights-from-2024/ - Categories: Article 2024 was a year of significant legal developments. Join us as we revisit some of the key insights that resonated most with our readers this year. We appreciate your continued engagement and look forward to keeping you informed. To stay up-to-date in 2025, subscribe to receive our insights on the latest legal developments that matter to you. (more... ) --- - Published: 2024-12-19 - Modified: 2025-04-29 - URL: https://www.foglers.com/insights/at-any-time-a-termination-clause-may-be-found-unenforceable/ - Categories: Article The Court of Appeal has released one of the most anticipated employment law decisions of the year in Dufault v. Ignace (Township), 2024 ONCA 915 ("Dufault"). We reported on this case previously here. Earlier today, the Court of Appeal dismissed the appeal of Dufault. The decision can be found here. Unfortunately, the decision does not engage with the without cause language in the lower court's decision, where the court held that termination clauses which permitted an employer terminate an employee in their "sole discretion" at any time were unenforceable. The Court of Appeal only opines on the with cause element of the termination clause at issue and relies on the decision in Waksdale v. Swegon North America Inc. , 2020 ONCA 391 to find the balance of the clause unenforceable. This means that many termination clauses may remain unenforceable, especially if they contain "at any time" language, entitling employees to higher notice on termination of employment. For many businesses, these entitlements can have dire financial impacts when terminating long service employees. Employers are encouraged to review their employment contracts and update them on a yearly basis. With the new year approaching, it is a good time to audit old contracts and work towards updating current and future employee contracts so that all parties have clarity on their entitlements in the event of termination. Our employment group is available, at any time, to help and guide employers through this process. This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2024-12-09 - Modified: 2024-12-13 - URL: https://www.foglers.com/insights/additions-to-reserve-redesign/ - Categories: Article Interim Updates Additions to Reserve (“ATR”) is a federal policy established in 1972 to create a process of adding land to a First Nation’s reserve land base. It was subsequently updated in 1991, 2001 and 2016. Updates were supposed to make the process easier and more First Nations' friendly. Instead, we ended up with a complex, lengthy and expensive process. Some ATRs have been done in a couple of years but many last over a decade. It is well established that the current ATR process is problematic and does not serve First Nations.  The federal government is in the midst of an ATR redesign. It is a multi-stage, multi-year process with the goal of making the process responsive to First Nations’ needs. Crown-Indigenous Relations and Northern Affairs Canada (“CIRNAC”) announced nine interim changes to the ATR process which take effect immediately. These changes are designed to address barriers, mitigate delays and inflexibility in the current process. The nine interim updates include changes to: ATR proposal intake form Streamlines the ATR proposal intake form and removes the need to provide information that isn’t needed until later in the process (not yet available, projected for early 2025) Environmental site assessments Removes the five year "stale date" on environmental site assessments, as long as no significant changes have occurred since the original assessment Provides that First Nations can enter into an agreement with a third party that accepts financial responsibility for addressing contamination on the proposed reserve land Dispute resolution Recognizes that dispute resolution mechanisms should be informed by First Nations and not Canada or third parties Clarifies that despite outstanding issues or concerns, where dispute resolution options have been explored, Canada may agree to support a reserve creation proposal Improvements to proposed reserve land Clarifies that First Nations may want to discuss improvements to lands proposed for reserve with ISC to identify potential concerns and how to best mitigate them Notifying provinces, territories and other federal departments Removes the 90-day mandatory waiting period for other federal departments to review reserve creation proposals Clarifies that issues identified by provinces and territories may not need to be resolved for a reserve creation proposal to advance Municipal service agreement Adds flexibility by clarifying that servicing lands proposed for reserve could take many forms and does not always involve neighbouring municipalities Outlines scenarios where services may not be required for reserve creationSupports a flexible approach to servicing lands proposed for reserve Clearly defines the minimum services required for lands proposed for reserve creation Joint reserves Eliminates the one-size-fits-all approach and minimizes the requirements for joint reserve creation Clarifies that joint reserve creation proposals will be considered where First Nations governance and management of a joint reserve have been addressed Removal of the justification framework It is no longer required for a First Nation to justify the need for the land Removal of categories It is no longer required for a First Nation to fit their ATR into a specific category Each update will impact individual ATRs differently as each is unique to the First Nation and that specific ATR application. Land is fundamental to your community, and it is our privilege to help First Nations get land back. The Indigenous Practice Group at Foglers has expertise in land issues and guiding First Nations through ATRs, among an array of other available services and expertise. Please reach out to us to further understand the importance and impacts of the new changes or on any other matter: we are happy to hear from you. This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2024-12-06 - Modified: 2024-12-13 - URL: https://www.foglers.com/insights/navigating-new-terrain-the-impact-of-competition-act-amendments-on-commercial-real-estate-leases/ - Categories: Article Limiting competition can be advantageous for businesses. Competitors are prevented from entering the same geographical area and offering identical products and services. This assurance encourages businesses to invest confidently in their retail spaces, benefitting not only themselves but also surrounding businesses and landlords. Exclusive use covenants, or competitor property controls, are tools for limiting competition. While sometimes beneficial and warranted, overbroad exclusives, especially in the grocery retail industry, can stifle innovation and lead to higher prices and limited convenience. These concerns prompted amendments to the Competition Act ("Act"), which all commercial lease parties, not just grocery stores, should endeavour to understand and appreciate. The recent amendments, effective December 15, 2024, target Section 90. 1 of the Act, including the repeal of the efficiency justification and expanding the Competition Tribunal's (the "Tribunal") powers to deem agreements anti-competitive if they aim to limit competition significantly. Ahead of these changes, the Competition Bureau (the "Bureau") solicited public comments on its enforcement approach for two (2) months with a particular focus on addressing broad competitor property controls. Note that while the amendments to the Act are established as law, the enforcement framework itself is not. The Bureau is not obligated to adhere to the approach outlined in the framework for future enforcement proceedings. Competitor Property Controls Competitor property controls restrict commercial real estate use now and in the future. The Bureau's enforcement framework addresses two (2) forms of control – exclusive use covenants and restrictive covenants. 1. Exclusive Use Covenants Exclusive use covenants limit how land may be used by competitors of an existing tenant. They can take various forms, such as prohibiting a landlord from leasing a property to a prospective competitive tenant or preventing that prospective tenant from selling certain products. The primary benefit of providing exclusive covenants to tenants is to foster a stable business environment where key tenants feel secure enough to invest significantly in their premises. 2. Restrictive Covenants Restrictive covenants are restrictions on land that apply to future purchasers, owners, and tenants, ensuring previous tenants' businesses do not face new competition on the same property. Restrictive covenants are particularly beneficial for businesses with long-standing presence in an area. For example, a grocery retailer might include a restrictive covenant in their lease to prevent future grocery retailers from occupying the same property. This ensures that no new competitors can capitalize on the reputation and customer base that the original retailer has amassed over time. Justifying Competitor Property Controls The Bureau seeks to prevent broad competitor property controls, favouring justifications that enhance competition. Exclusive use covenants can be justified if they encourage significant business investments or entry into new markets. For example, the owners of a small family Italian restaurant may hesitate to invest heavily in their space absent being granted an exclusive covenant regarding serving Italian food as their primary use, potentially leaving their retail space underutilized. Restrictive covenants, on the other hand, being long-term in nature, restrict future property uses, which can have lasting impacts on market dynamics. The Bureau has said that restrictive covenants are justifiable only in exceptional circumstances. The Bureau has yet to clarify what constitutes an exceptional circumstance, so it remains to be seen how strictly these covenants will be scrutinized. The Bureau provides four (4) guiding questions for evaluating property controls: Is the control necessary to enable market entry or new investments? Can the control be shorter in duration? Can it cover fewer products or services? Can it cover a smaller geographic area? Above all, as part of the enforcement framework, the Bureau emphasizes that the duration and scope of the covenant are critical factors in assessing their justification. Even narrowly tailored controls must be carefully evaluated to ensure they are justified. A business using broad language to describe covered products might face issues. For example, an exclusive use covenant barring other tenants from selling "coffee and related products" could be deemed too broad, as it might inadvertently affect restaurants, bars, and convenience stores. Enforcement Provisions for Offending Controls Abuse of Dominance: The Bureau can address offending covenants by relying on two (2) sets of enforcement provisions: Sections 78 and 79 of the Act, which impact anti-competitive behaviours by dominant market players. Anti-competitive conduct must be intentionally exclusionary, predatory, or disciplinary, creating or increasing market power for the benefiting tenant. Factors such as the ability to restrict competitors, barriers to market entry, bargaining leverage, and the scope of the covenant are considered to determine dominance. The Tribunal can order remedies including ending the conduct and imposing monetary penalties to restore competition. Anti-Competitive Business Practices: The Bureau may also rely on the anti-competitive business practices provision under Section 90. 1 of the Act. This provision empowers the Tribunal to address competitor property controls and impose penalties for violations. When determining whether a practice is anti-competitive, the Tribunal considers the intent, foreseeable consequences, and the duration and scope of the covenant. The Tribunal can also consider agreements between non-competitors if they significantly aim to limit competition. The Bureau expects that with these amendments, Section 90. 1 will expand the Tribunal's authority to address competitor property controls. This will apply to agreements made within the past three (3) years and will impose substantial penalties. Challenges and Considerations with the Amendments While competitor property controls like exclusive use covenants and restrictive covenants are important tools, the Bureau's framework omits discussion of exclusives related to the character of an area. Character exclusives, which limit businesses based on their impact on the area's character, are also crucial. For instance, maintaining an upscale environment might preclude businesses like bars and arcades, which could alter the area's character. This oversight suggests a need for more comprehensive guidelines. Radius clauses are another notable exclusion. These clauses prohibit a tenant from operating another business within a certain geographic range, preventing competition that could cannibalize sales from the same operator's other locations. However, this clause is primarily designed to benefit the landlord. For example, if a coffee shop tenant opens a second location in close proximity to the original location, the original location may lose customers to the new one for a variety of reasons. Consequently, landlords, particularly those who receive a percentage of sales in addition to rent, will incur losses due to the competition between the two locations. Like exclusive use covenants, radius clauses play a significant role in maintaining a stable business environment but are not addressed in the current amendments. News and Takeaways In response to the Bureau's proposed enforcement framework, Loblaws has publicly committed to eliminating exclusives from their lease agreements, contingent on its competitors doing the same. While this commitment might not result in significant change due to the unlikely agreement among competitors, it highlights the shifting landscape of commercial leasing. Even still, if all grocery retailers agreed to remove exclusives from their leases, we could actually see a decrease in competition. It's possible that larger grocery stores may seize such an opportunity to enter spaces and draw customers away from smaller grocery retailers who previously had the benefit of exclusive covenants. Currently, the Bureau's enforcement approach remains uncertain and there's no definitive answer as to what covenants will be held to be enforceable and whether businesses can enter spaces where these covenants may not be upheld. Landlords may be hesitant in allowing new tenants entry into properties in potential breach of existing covenants in order to preserve their existing business relationships and reputation. Conversely, tenants may be hesitant to enter such properties as well with fear of potential litigation looming. While there is still some uncertainty, the Competition Commissioner Matthew Boswell recently commented on the Bureau's enforcement approach in light of the new amendments. The Commissioner noted that the amendments would contribute to the Bureau becoming a more "aggressive and active enforcer" and outlined the key aspects of the Bureau's new enforcement approach. The Commissioner noted that there will be greater enforcement action, allowing both private parties and public-interest groups to bring actions and that there will be wider application to prevent anti-competitive conduct from "slipping through the cracks. " The Commissioner anticipates that investigations will be conducted faster, with a focus on common sense determinations, and that these investigations will be accompanied by more significant penalties. While there is no reference to competitor property controls or exclusives, the Commissioner's comments will apply. So should exclusive and restrictive covenants be included in new lease agreements? While generally enforceable, it is crucial to draft them carefully in line with the Bureau's recommendations to avoid potential unenforceability. Below are some suggestions for crafting these covenants to mitigate risk and liability given the current uncertainties: Suggestions Incorporate temporal and geographic restrictions. For instance, a business may restrict the covenant to prohibit the sale of a certain product within a five (5) kilometre radius for the next five (5) years. The specific time frame and geographic area should be tailored to the business and surrounding environment, with a preference for narrower constraints. Clearly specify the covenant's subject matter. For example, prohibiting... --- - Published: 2024-12-03 - Modified: 2025-06-02 - URL: https://www.foglers.com/insights/special-circumstances-lessons-from-canadas-federal-court-on-trademark-non-use/ - Categories: Article A recent decision of the Federal Court, Trial Division in Little Brown Box Pizza, LLC v. DJB (2024 FC 1592) provides guidance on the question of special circumstances that can excuse an absence of trademark use in Section 45/summary cancellation proceedings. The Court’s analysis and findings should be particularly useful to U. S. /non-Canadian brand owners looking to operate franchise locations in this country who first secure a trademark registration in Canada. Those brand owners should be mindful that their registration could be cancelled for non-use unless they can show “special circumstances” that excuse such non-use and that meet the guidelines now set by the Federal Court. Canadian Law Under Canadian trademark law, a registration can be cancelled, for non-use, three years after the registration issues. These summary cancellation proceedings can be brought by a third party, under Section 45 of the Trademarks Act, by filing a request with the Trademarks Office asking them to issue a notice to the Registrant. Thereafter, the Registrant must file affidavit evidence showing that they have used the registered mark in Canada, in the normal course of trade, in the three-year period preceding the issuance of the notice with each of the goods/services covered by the registration. Alternatively, a registrant can show that there were special circumstances that excuse their non-use of the mark. In such cases, the registrant’s evidence must indicate the date when the mark was last in use and the reason(s) for the absence of use since that date. The case law to date has in part defined such “special circumstances” as ones that are “unusual, uncommon or exceptional” (John Labatt Ltd. v. Cotton Club Bottling Co. (1976), 25 CPR (2d) 115 (FCTD)). In determining whether the circumstances shown by a registrant excuse the absence of use of the trademark in Canada, the Registrar will consider all three of the following criteria, namely: The length of time during which the trademark has not been used; Whether the reasons for the absence of use were due to circumstances beyond the control of the registrant; and Whether there exists a serious reason to resume use of the trademark shortly. (Registrar of Trademarks v. Harris Knitting Mills Ltd. 4 CPR (3d) 488 (FCA) and Smart & Biggar v. Scott Paper Limited (2008), 65 CPR (4th) 303 (FCA)) Decision In her decision dated October 9, 2024, Madam Justice Pallotta considered whether Little Brown Box Pizza, LLC (the “Registrant”) had shown use of their registered mark PIEOLOGY (the “Mark”) to support their Canadian registration (the “Registration”) and whether any absence of use could be excused due to special circumstances beyond the Registrant’s control. Facts The PIEOLOGY registration covered the following services: Pizza parlors; Restaurant services; Restaurant services featuring pizza, salads, side dishes, and desserts; Restaurant services, including sit-down service of food and take-out restaurant services; Restaurant services, namely, providing of food and beverages for consumption on and off the premises; Restaurant services; restaurant services, namely, providing food and beverages for consumption on and off the premises. The registration issued on February 19, 2026, based on use and registration in the U. S. for the services at point 1 and based on proposed use in Canada for the services at point 2. The S. 45 notice issued on July 28, 2020, and the Registrant therefore had to show use of the Mark in Canada between July 28, 2017 and July 28, 2020 (the “Relevant Period”). In response to the notice, the Registrant filed an affidavit sworn by its chief executive officer, Gregg Imamoto, explaining that the business had started out in 2011 as a single-location pizza restaurant in California and grew to include an international chain of over 140 pizza restaurants. The Imamota Affidavit stated that the Registrant advertised their restaurant services in Canada on websites and social media accounts that could be accessed by Canadians and that they sought out franchisees in Canada. In particular, the Imamoto Affidavit explained that the Registrant had actively sought to expand into Canada but had trouble finding qualified franchisees, in part due to the Covid pandemic. Decision of the Registrar of Trademarks The Registrar held that the Registrant had not shown use of the Mark with any of the services covered by the registration. The Registrar found that the Registrant had not provided evidence that Canadians accessed the Registrant’s websites and social media sites and that, even if they did, the Registrant had not shown that they were offering and prepared to perform their restaurant services in Canada. The Registrar further held that the Registrant had not demonstrated special circumstances excusing their non-use of the Mark. The Registrar pointed out that the Registrant had not shown that the 4-year period of non-use was beyond their control or provided sufficient evidence showing a serious intention to resume use of the Mark – and noted that the Registrant did not explain why they had failed to commence use of the Mark before March 2020 when the pandemic was declared nor how the pandemic affected their ability to attract Canadian franchisees. Appeal to the Federal Court, Trial Division On appeal, the Registrant filed a further affidavit from its chief financial officer, Stephen Ostaszewicz. The Court found that this evidence would materially affect its decision and undertook a review de novo of the issues. The Court considered first whether the Registrant’s evidence supported a finding of use of the Mark with “restaurant services” per se and with the remaining services covered by the Registration. For the “restaurant services”, the Court reviewed the Registrant’s evidence showing that several thousand unique visitors in Canada had visited their website and that at least one Canadian had downloaded their mobile app. The website and the app allowed Canadians to view the Registrant’s menu, look up restaurant locations in the US, preplan and save pizzas for future ordering, and receive news about the Registrant’s offerings. Similar facts have in the past allowed registrants to show “use” of their marks in Canada even where retail services are not offered in this country (cf. TSA Stores, Inc. v. Registrar of Trademarks 2011 FC 273 and Dollar General Corporation v. 2900319 Canada Inc. 2018 FC 778). In the present case, the Court was convinced that the Registrant’s online advertising during the Relevant Period did target Canadian consumers and that the Mark was used with restaurant services in Canada during the Relevant Period. Regarding the further services covered by the Registration, the Registrant admitted that the Mark had not been used with those but that the absence of use should be excused due to special circumstances. The Court agreed that operating a franchise and expanding internationally takes time and effort but that the present circumstances were distinguishable from those in the Life Maid Right (Life Maid Right, LLC – 2799232 Ontario Inc. and Maid Right, LLC 2022 TMOB 104). In Maid Right, the registrant had acquired the mark at issue during the relevant period and had signed a franchise agreement prior to the end of the relevant period. Those facts were not shown in the present case. The Registrant had argued that the need to find local suppliers and a preference for contracting with larger franchisees who can operate multiple locations are hurdlers that a restaurant franchisor faces when opening locations outside its home jurisdiction. The Court held that those issues did not necessarily amount to “special circumstances” and pointed out that the Registrant had opened a location in Mexico in 2018 and locations in China and Spain. The Court noted that the period of non-use in the present case was significant – more than seven years at least – and that there was no evidence that the Registrant was presently in discussions with a potential franchisee or even that it had identified a promising franchise candidate. The Court also noted that the Registrant had initially identified a preference for large franchisees who could operate multiple locations. However, the Court seemed reluctant to find that the small pool of potential franchisees was a circumstance beyond the control of the Registrant especially because the Registrant changed its strategy during the Relevant Period to also target smaller franchisees. The Court held that the need to identify local food sources and restaurant equipment does not justify a period of non-use of seven-plus years, especially since the Registrant operates a franchising business with over 115 locations. Conclusion The Registration was cancelled to delete all services other than “restaurant services”. Originally published in the November 2024 International Lawyers Network IP Group Publication. This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2024-11-28 - Modified: 2025-06-02 - URL: https://www.foglers.com/insights/in-good-company-the-purpose-and-benefits-of-a-shareholders-agreement/ - Categories: Article A shareholders' agreement is a customizable agreement made among the shareholders of a corporation that serves as the foundation for how a corporation or group of corporations will be governed. It codifies each shareholder's rights, privileges, and obligations in respect of a corporation or group of corporations. While not required by law, a shareholders' agreement is an effective tool used by many private corporations with multiple owners. Without a shareholders' agreement in place, the default rules under provincial or federal corporate law, as applicable, and the common law, will apply. While such corporate laws provide some guidance, they are generalized rules that often do not sufficiently address all the specific needs of a corporation with multiple owners. Governance and Decision-Making A well-structured shareholders' agreement provides a thorough governance framework for the corporation. A shareholders' agreement will typically outline how key business decisions will be made (including by both shareholders and directors), any special rights of parties with respect to decision-making (e. g. , rights of certain shareholders to appoint director nominees), and what thresholds are required for passing shareholder resolutions or director resolutions on various corporate matters. Clear governance provisions help to align the expectations of shareholders and minimize deadlock situations where disagreements could impede a company's ability to make important decisions. Transfers of Shares; Buy-Sell Provisions and Exit Strategies A primary function of a shareholders' agreement is to establish clear mechanisms for the sale or transfer of shares. The agreement can define who is entitled to own shares (directly or indirectly). The agreement can also define how shares will be valued, the conditions under which they can be sold, and whether existing shareholders have the right to purchase shares before they are sold to a non-shareholder. These mechanisms protect a company from potentially destabilizing ownership changes and ensure that shareholders are aligned if they would like to exit the business or make other major corporate changes, such as an initial public offering. Dispute Resolution Mechanisms Dispute resolution mechanisms found in shareholders' agreements typically involve mediation or arbitration clauses, or other informal solutions. These mechanisms encourage shareholders to seek a fair and efficient resolution with the help of a neutral third party. By specifying dispute resolution methods in a shareholders' agreement, shareholders and directors can limit time-consuming and expensive court battles and reduce the reputational damage that public litigation might cause. Succession Planning A shareholders' agreement can be helpful in ensuring the long-term stability of a company. It often includes succession planning provisions that detail the steps to be taken if a key shareholder dies, becomes incapacitated, or decides to retire. Other Provisions As mentioned, a shareholders' agreement is a highly customizable document. This allows bespoke clauses to be included to address unique arrangements among parties such as insurance arrangements, special dividend entitlements or other understandings that the parties would like to see codified in a binding agreement. Conclusion For private corporations with multiple shareholders, a shareholders' agreement is an essential tool for preventing conflicts, ensuring the smooth governance of the company, and succession planning. The agreement serves as a safeguard for both the shareholders and the company. It not only mitigates risk, but also promotes a cohesive and well-managed business environment, assisting in the corporation's long-term success. This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2024-11-22 - Modified: 2024-12-13 - URL: https://www.foglers.com/insights/2022-buying-selling-real-estate-an-international-guide/ - Categories: Article, Publication Hot off the Press!  Shirley Bai and Paniz Rahdari have authored the Canada chapter in the International Lawyers Network's Buying & Selling Real Estate: An International Guide. Real estate continues to be a key focus for many jurisdictions and this collaborative guide offers a summary of key real estate law principles in 30+ jurisdictions across the globe, serving as a quick, reference for navigating the complexities of global real estate transactions. https://online. flippingbook. com/view/88043220/47/ Buying and Selling Real EstateDownload This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2024-11-21 - Modified: 2024-11-22 - URL: https://www.foglers.com/insights/fraud-its-bad-business/ - Categories: Article In his Ontario Dealer article, Justin Jakubiak discusses the surge in fraudulent activity in the auto industry. He outlines how car dealerships can address this critical business issue by understanding its indicators and implementing preventive measures to protect themselves against financial losses and damage to their reputation – as well as any repercussions with OMVIC. Fraud - It's Bad BusinessDownload Originally published in the Fall 2024 issue of The Ontario Dealer magazine. This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2024-11-11 - Modified: 2024-12-13 - URL: https://www.foglers.com/insights/part-3-numbered-and-modern-treaties/ - Categories: Article Numbered Treaties 1-11: 1871-1921 Modern Treaties: 1973 - As required by the Royal Proclamation of 1763, the British Crown, through their representatives of the Dominion of Canada, were obliged to enter into formal Treaty processes before they could expand westward. The British Crown and First Nations interpreted the meaning and intention of Treaties in drastically different ways. 1 The British Crown considered the Numbered Treaties to be an exchange for the surrender of Indigenous Rights and Title to land, so settlers from foreign lands could occupy lands within the colonial territories that the British laid claim to. In return, the British Crown guaranteed First Nations certain Treaty and Inherent Rights in perpetuity. 2 First Nations that signed these Numbered Treaties believed they were entering a trust relationship with the British Crown; First Nations were to share and co-exist with settlers from foreign lands. Therefore, First Nations never agreed to the sale of their lands and resources. Instead, they agreed to share their Indigenous lands, to the depth of a plough, as stated in the following quote: "At the time, the government said that we would live together, that I am not here to take away what you have now... I am here to borrow the land... to the depth of a plough... that is how much I want. " —Senator Allan Bird, Montreal Lake Cree Nation, Treaty 63 Treaty 3 Medallion The Crown represented numbered Treaties 3-8 through issuing medallions: of note is the representation of equality and agreement between the two signatories. Treaty 3 is located in between Thunder Bay ON and Winnipeg MB. Treaty 9 is the only other Numbered Treaty in Ontario. If interested, please use these links to learn more about Treaty 3 and Treaty 9. Treaties 1-11 (Traditional Territory/Current Context) Modern Treaties4 The modern Treaty era began in 1973 after the Supreme Court of Canada decision, Calder et al. v. Attorney-General of British Columbia, which recognized Indigenous rights for the first time. This decision led to the first modern treaty, the James Bay and Northern Québec Agreement signed in 1975. Since 1975, Canada has negotiated and signed 26 modern treaties with Indigenous groups in Canada, 18 of which contain self-government provisions or associated self-government agreements. Consult Modern Treaties — Comprehensive Land Claims and Self-Government agreements map. Modern Treaties recognize the rights of Indigenous Peoples to: ownership over 600,000 km2 of land protection and revitalization of their traditional culture, language and heritage access to resource development opportunities participation in land and resources management decisions predictability with respect to land rights in around 40% of Canada's land mass associated self-government rights and political recognition improved social development through better outcomes in health, education and housing fostering of economic development opportunities and achieving greater self-reliance The Williams Treaties Settlement Agreement of 2018 is particularly important to our clients. 5 The Agreement amended a century long dispute over lands and rights in the Greater Toronto Area. The Crown did not act honourably when making and implementing the Williams Treaties of 1923. After decades of trying to right this wrong, the Williams Treaties First Nations signed an agreement with the Governments of Canada and Ontario. Canada and Ontario issued a formal apology. $100 million financial compensation was awarded and each First Nation was allocated up to 11,000 acres of land to be acquired and added to their reserve. The Williams Treaties Settlement Agreement may impact your commercial clients' consultation requirements. Read about the settlement here or speak to a member of the IPG for more information. ____________ 1Assembly of First Nations, "It's Our Time Education Toolkit: Plain Talk 4: Treaties — The Numbered Treaties (1-11) 1871-1921", online. 2 Ibid. 3 Ibid. 4 Canada, "Modern Treaties" online: https://www. rcaanc-cirnac. gc. ca/eng/1677073191939/1677073214344#chp1 5 Canada, "William Treateis Settlement Agreement" Online: https://www. rcaanc-cirnac. gc. ca/eng/1542370282768/1542370308434 This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2024-11-11 - Modified: 2024-12-13 - URL: https://www.foglers.com/insights/part-4-toronto-treaties/ - Categories: Article Toronto has always been a key economic hub and was a major portaging route connecting the Great Lakes. Formerly known as the Carrying Place, the British quickly understood the importance of this city for economic and military strength. Dish With One Spoon1 An agreement grounded in Indigenous legal traditions, the Dish with One Spoon is one of several Wampum that commemorate the relationship between the Anishinaabek and Haudenosaunee Confederacy. Today it is held up by Indigenous Peoples in Toronto as peace agreement between the Anishinaabek and Haudensaunee. It is also widely cited (and admired) for the reciprocal responsibilities with all of creation that it foregrounds, a reading that draws on the land as a dish to be shared and cared for to ensure ongoing sustenance and life - a metaphor that is part of many Indigenous knowledge systems. Toronto Purchase4 In the early 1780s, the British begin to negotiate land cessions — at least that is how the British understand them — with the Mississaugas of the Credit, recognizing them as the landholders in what is now southern Ontario. Sir John Johnson is the son of Sir William Johnson and heir to his role of administering Indigenous affairs in the colony. He understands the importance of Wampum diplomacy, and his family lineage gives him legitimacy in the eyes of the Mississauga and inspires trust. He is tasked with acquiring land along the north shore of Lake Ontario to link the British forts of Kingston and Niagara and with acquiring lands for the settlement of incoming Loyalists - British settlers who remain loyal to the Crown during and after the American Revolution. This is the moment when "Canada" truly becomes a settler colony: the Toronto area and all of what will become Upper Canada is now prime real estate in British eyes. Over the next several decades, the British will unilaterally reinvent the treaty process to ensure they gain full possession of this territory. To read about other Treaties in the GTA please click on this link A Treaty Guide for Torontonians. ____________ 1Canada, "Modern Treaties" online: https://www. rcaanccirnac. gc. ca/eng/1677073191939/1677073214344#chp1 2 Canada, "The Williams Treaties First Nations Settlement Agreement" online: https://www. rcaanc-cirnac. gc. ca/eng/1542370282768/1542370308434 3 Angela Loft et al. , "A Treaty Guide for Torontonians: Talking Treaties Collective" online: https://talkingtreaties. ca/treaties-for-torontonians/dish-with-one-spoon/ 4Ibid This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2024-11-07 - Modified: 2024-12-13 - URL: https://www.foglers.com/insights/the-early-treaties-peace-and-friendship/ - Categories: Article Peace and Friendship During the conquest for dominance in North America, European leaders knew that they needed the partnership of First Nations to secure their power. Fighting against an Indigenous Nation was a fatal plan. To ensure the support of Indigenous partners European nations created Peace and Friendship treaties. To strengthen their commercial interests, a significant part of which was the fur trade, the colonizers developed various types of agreements and alliances with First Nations. These Treaties did not surrender land but were military agreements. 1 An example of a Peace and Friendship Treaty is the Two-Row Wampum Belt. 2 The 1613 Two Row Wampum, known as Teiohate Kaswenta in the Mohawk language, tells the story of an agreement between Indigenous people and the Dutch, and reaffirmed by subsequent European countries. The agreement is founded upon the respectful co-existence of two different nations. 3 The Two Row Wampum Belt contains two parallel rows of dark (purple) beads separated and surrounded by rows of light (white) beads. The meaning of the Two Row Wampum Belt is as follows: We will travel the river together, side by side, but in our own vessel. Neither of us will make compulsory laws nor interfere in the internal affairs of the other. Neither of us will try to steer the other's vessel. As long as the Sun shines upon this Earth, that is how long our Agreement will stand—as long as the Water still flows—as long as the Grass grows green at a certain time of the year. We have symbolized this Agreement and it shall be binding forever as long as Mother Earth is still in motion. 4 The agreement was expanded and affirmed nearly 150 years later in 1764 at the Treaty of Niagara, where more than 2000 chiefs renewed and extended the Covenant Chain of Friendship, a multi-nation alliance between Indigenous Nations and the British Crown. 5 Officials also read wampum belts, including the Two Row Wampum, to all those assembled to affirm the spirit and intent of the relationship. Indigenous nations that were present believed the agreements affirmed their powers of self-determination for as long as the people lived on the land. To read more about the Treaty of Niagara, the Royal Proclamation and Canada's legal history, please enjoy this article by Professor John Borrows Wampum at Niagara. If you have any questions about Treaties or matters related to Indigenous clients, please reach out to a member of the IPG. We are happy to chat. ____________ 1Assembly of First Nations, "It's Our Time Education Toolkit: Plain Talk 4: Treaties and Why They are Important ", online: https://education. afn. ca/afntoolkit/web-modules/plain-talk-4-treaties/1-treaties-and-why-they-are-important/beginnings-of-european-first-nations-interaction/. 2 Onondaga Nation People of the Hills, "Two Row Wampum — Gaswéñdah" online: https://www. onondaganation. org/culture/wampum/two-row-wampum-belt-guswenta/ 3 Canada, "Royal Proclamation of 1763: Relationships, Rights and Treaties-Poster", online: https://www. rcaanc-cirnac. gc. ca/eng/1379594359150/1607905375821 4 Assembly of First Nations, "It's Our Time Education Toolkit: Plain Talk 4: Treaties 4. 1 Treaties and Why They are Important", online: https://education. afn. ca/afntoolkit/web-modules/plain-talk-4-treaties/1-treaties-and-why-they-are-important/. 5 David Shanahan, "The Treaty of Niagara and the Belt of the Covenant Chain" (31 July 2021) Anishinabek News online: https://anishinabeknews. ca/2021/07/31/the-treaty-of-niagara-and-the-belt-of-the-covenant-chain/. This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2024-11-06 - Modified: 2024-12-19 - URL: https://www.foglers.com/insights/a-win-for-employers-court-finds-termination-clause-enforceable/ - Categories: Article What's the Issue? On October 7, 2024, the Ontario Superior Court of Justice in the case of Bertsch v. DatastealthInc. , 2024 ONSC 5593, upheld the enforceability of a termination clause in an employment agreement, affirming that it limited the employee's entitlements upon termination to the minimum standards prescribed by the Ontario Employment Standards Act, 2000 ("ESA"). The Case In this case, the employee worked for Datastealth Inc. for 8. 5 months when his employment was terminated on a without cause basis. Upon termination, the employer provided the employee with his ESA entitlements in accordance with the employee's employment agreement, plus a gratuitous three (3) additional weeks' pay in lieu of notice, without requiring the employee to execute a release, inclusive of his minimum entitlement to one (1) week pay in lieu of notice. The employee sued for wrongful dismissal and sought twelve (12) months of reasonable notice at common law. The employee claimed the termination clause was unenforceable as it was ambiguous and in breach of the ESA. The clause said this: 5. Termination of Employment by the Company: If your employment is terminated with or without cause, you will be provided with only the minimum payments and entitlements, if any, owed to you under the and its Regulations,... including but not limited to outstanding wages, vacation pay, and any minimum entitlement to notice of termination (or termination pay), severance pay (if applicable) and benefit continuation. You understand and agree that, in accordance with the ESA, there are circumstances in which you would have no entitlement to notice of termination, termination pay, severance pay or benefit continuation. You understand and agree that compliance with the minimum requirements of the ESA satisfies any common law or contractual entitlement you may have to notice of termination of your employment, or pay in lieu thereof. You further understand and agree that this provision shall apply to you throughout your employment with the Company, regardless of its duration or any changes to your position or compensation. The Court held that the clause was enforceable. It determined that the termination clause was clear, unambiguous, and compliant with the ESA. The Court dismissed the employee's argument that the clause could be construed in a way that would contravene the ESA and subsequently struck the employee's statement of claim without leave to amend. Takeaways for Employers Employers can in fact limit their liability on termination of employment. Termination clauses must be clear, unambiguous, and comply with the minimums under the ESA. If you need help drafting these clauses, please reach out to a member of our employment team. This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2024-11-04 - Modified: 2024-12-13 - URL: https://www.foglers.com/insights/treaty-week/ - Categories: Article The Indigenous Practice Group ("IPG") at Foglers proudly represents a considerable number of First Nations across Canada on a vast array of matters from economic development, to practicing inherent jurisdiction, rights litigation, child welfare, wills and estates, real estate, governance, negotiations and more. Every department at Foglers interacts at some point with IPG clients. In 2016, Ontario passed the first legislation of its kind in Canada declaring the first full week of November as Treaties Recognition Week. This year, Treaties Recognition Week is November 3-9, 2024. This annual event honours the importance of Treaties and helps residents of Ontario learn more about Treaty rights and relationships between Ontarians and Indigenous communities and individuals. By learning more about our collective Treaty rights and obligations, we can create greater understanding and nurture relationships between Indigenous and non-Indigenous peoples. The week was launched in response to the Truth and Reconciliation Commission's Calls to Action to increase Treaty awareness and provide students and the public with an important opportunity to learn why Treaties matter. 1 What are Treaties? Treaties are formal legally binding agreements between sovereign nations. Each Treaty contains ongoing obligations and rights and are not transactional. The Canadian government enters into Treaties on a continual basis. They have Treaties on such diverse topics as tax relations, free trade and human rights. Treaties between the Crown and Indigenous Nations are the same as Treaties between Canada and other countries. We are all Treaty People. What does that mean? Just as all Canadians are bound by the trade terms of the CUSMA2 trade agreement, so too we are bound by the terms of the Treaties with Indigenous Nations. Each Treaty signed by a Chief and the Crown's representative promises certain rights to each side in exchange for an obligation. The 20th century saw the Crown's deliberate denial of their Treaty obligations but thankfully through the persistence of Indigenous Nations and the resurgence of Indigenous inherent jurisdiction is forcing the forgotten promises to the forefront. Treaties fall into three categories: Peace and Friendship Treaties (1700s) Numbered Treaties (late 1800s- early 1900s) Modern Treaties (1975-) Treaties are recorded in several ways Indigenous: Oral retelling of the Treaty Wampum belts Crown: Written documents Medallions Treaties can be as simple as a couple of lines to complex multi-page documents formally written by the Crown. The Royal Proclamation is one of Canada's foundational Treaties. 3 Written Treaties often included language unfamiliar to the Indigenous signatories and often with terms not agreed to. Peace and Friendship Treaties of the 1700s established peaceful trading relations, which honoured the sovereignty of each Nation. The Crown started to view Treaties as a tool for colonization and settling lands which we see in the Numbered Treaties. However, the Indigenous counterparts remained committed to the sacred and peaceful relationship earlier established. Treaty First Nations reject and condemn the argument that their Treaties are 'surrender' documents. 4 Canadian courts have emphasized that Treaties are not simple one-time transactions—they are living documents. Ontario (Attorney General) v. Restoule, 2024 SCC 27 is one of the most significant Treaty cases. The Court found the Crown is obligated to diligently fulfill Treaty promises. In doing so, it must act with integrity and avoid sharp dealing. 5 Stay tuned for more Treaty information throughout the week. If you have questions about Treaties or working with Indigenous clients, please reach out to a member of the IPG: we are always happy to help! ____________ 1 Ontario, "Treaties Recognition Week" online: https://www. ontario. ca/page/treaties-recognition-week 2Canada-United States-Mexico Agreement (CUSMA), online: https://www. international. gc. ca/trade-commerce/trade-agreements-accords-commerciaux/agr-acc/cusma-aceum/index. aspx? lang=eng. 3 Canada, "Royal Proclamation of 1763: Relationships, Rights and Treaties-Poster", online: https://www. rcaanc-cirnac. gc. ca/eng/1379594359150/1607905375821 4 Bruce McIvor, "What are Treaties" (12 October 2022) First Peoples Law, online: https://www. firstpeopleslaw. com/public-education/indigenous-rights-in-one-minute/what-are-treaties 5Ontario (Attorney General) v. Restoule, 2024 SCC 27 This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2024-10-10 - Modified: 2024-12-13 - URL: https://www.foglers.com/insights/modernizing-procurement-through-new-buy-ontario-legislation-significance-for-bps-organizations/ - Categories: Article The Building Ontario Businesses Initiative Act, 2022, S. O. 2022, c. 2, Sched. 2 (BOBIA) took effect on January 1, 2024, and the first BOBIA regulation (O Reg 422/23) became operational on April 1, 2024. BOBIA introduces important changes to Ontario’s Broader Public Sector (BPS) Procurement Directive, as it aims to foster economic growth within Ontario by requiring public-sector organizations to prioritize local businesses in procurement activities. It is noteworthy that section 3 of BOBIA legally obligates (“shall give preference to”) public-sector organizations to prefer Ontario businesses. The changes align with the Government of Ontario’s broader objective of promoting Ontario businesses, enhancing competition, and strengthening domestic supply chains. The scope of the changes affects public procurement processes, policies, and compliance standards across the broader public sector, which includes hospitals, school boards, municipalities, universities, and other publicly funded organizations. Such organizations need to make significant amendments to their procurement practices. Scope of the Amendments 1. Thresholds and Exemptions: Public sector procurement must prioritize “Ontario businesses” for procurements below certain financial thresholds involving both goods and services. The procurements below the following financial thresholds are covered by BOBIA: For Government EntitiesFor Designated BPS Organizations$30,300 CAD in respect of a procurement for goods$121,200 CAD in respect of a procurement for goods$121,200 CAD in respect of a procurement for services$121,200 CAD in respect of a procurement for services The regulation clarifies that to be deemed an "Ontario business," a company must operate on a permanent basis within Ontario and meet certain criteria related to its headquarters, main office location, or employee count in Ontario. For procurements above the thresholds, public-sector entities must still comply with the domestic and international trade agreements such as the domestic Canadian Free Trade Agreement (CFTA) and the Comprehensive Economic and Trade Agreement (CETA) with the European Union, which impose non-discrimination rules on procurements above certain thresholds. BOBIA does not apply in the case of specific exclusions, such as emergency services, legal services, and goods or services not available from Ontario businesses, among others. 2. Impact on BPS Organizations: In practical terms, BPS organizations must now revise their procurement policies to align with BOBIA, including developing and incorporating new evaluation criteria that prioritize Ontario businesses, as applicable. In giving a preference to Ontario businesses, BPS organizations can either limit a proposed procurement exclusively to Ontario businesses or they can choose to provide Ontario businesses with a 10% advantage in their procurement evaluation methodology. To make the most of the new preference mandate under BOBIA, BPS organizations would be well served to try to identify and attract Ontario businesses to bid on their procurements. For this purpose, they may consider conducting market research and coordinate a reach-out campaign to ensure they attract a meaningful pool of bidders. PBS organizations should also establish new training programs for their procurement staff and provide adequate instructions on how to implement the new requirements effectively. As is intended by BOBIA, this could encourage a reduction in administrative burdens, and enable more efficient procurements and potentially accelerate project time to completion. Under BOBIA BPS organizations will likely face increased scrutiny regarding the effectiveness and fairness of their procurement practices. As a result, enhanced monitoring and reporting mechanisms may be necessary to demonstrate compliance with both BOBIA and the trade agreements. There is a potential concern that the BOBIA mandate could lead to reduced competition in certain procurement markets, which may impact pricing and innovation. BPS Organizations must therefore remain vigilant in ensuring that their procurement practices continue to promote a competitive marketplace, even with the emphasis on Ontario businesses. Conclusion The changes under BOBIA represent a significant shift in public procurement policy in Ontario. It was not very long ago that any type of local preference or preference based on perceived inequities experienced by different groups in Ontario were firmly denounced. By prioritizing Ontario businesses, the provincial government now seeks to use public sector spending as a catalyst for economic growth, job creation, and resilience in Ontario’s supply chains. For procurement professionals and BPS organizations, these changes require a careful balancing of local economic goals with compliance obligations under the applicable trade agreements. * Denis Chamberland is a procurement law specialist, counsel with Fogler, Rubinoff LLP. Among other clients, he works extensively with Broader Public Sector Organizations in Ontario. He can be reached at dchamberland@foglers. com This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2024-10-08 - Modified: 2024-12-13 - URL: https://www.foglers.com/insights/csa-extends-the-clock-for-crypto-trading-platforms/ - Categories: Article Introduction On September 26 2024, the Canadian Securities Administrators (the "CSA") announced an extension to the compliance deadline for crypto asset trading platforms ("CTPs") with respect to value-referenced crypto assets ("VRCAs", commonly referred to as "stablecoins"). As a result of the extension, registered CTPs or CTPs that provide pre-registration undertakings ("PRUs") now have until December 31, 2024 (the "Extended Compliance Deadline"), to ensure they (i) no longer allow clients to buy or deposit fiat-backed crypto assets ("FBCAs") nor (ii) allow clients to enter into crypto contracts to buy or deposit FBCAs that do not comply with the CSA's required interim regulatory framework imposing enhanced terms and conditions published on October 5, 2023 in Staff Notice 21-333 – Crypto Asset Trading Platforms: Terms and Conditions for Trading Value-Referenced Crypto Assets with Clients (collectively, the "CSA Trading Requirement"). After December 31, 2024, registered CTPs or CTPs that provide PRUs must only offer VRCAs that comply with the CSA Trading Requirement. Key Terms "Crypto assets", "crypto asset trading platforms", and " value-referenced crypto assets" are defined by the CSA as follows:  "Crypto assets" are digital assets that use public ledgers over the internet to prove ownership. 1 Common types of crypto assets include cryptocurrency, crypto-related funds (including cryptocurrency investment funds, cryptocurrency exchange traded funds and blockchain funds) and tokens (including utility tokens, security tokens and non-fungible tokens). Crypto asset trading platforms" (or "CTPs") are online applications or systems that bring together buyers and sellers of crypto assets to facilitate transactions or trades. 2 "Value-referenced crypto assets" (or "VRCAs") are crypto assets that are designed to maintain a stable value over time by referencing the value of a fiat currency or any other value, right, or combination thereof. 3 Background Transformative developments continue to reshape the regulatory landscape of Canada's crypto markets. Over the past few years, the CSA has released various staff notices and updates to provide guidance on the regulation of crypto assets, including VRCAs, and CTPs. A summary of the two most relevant notices to the Extended Compliance Deadline are as follows: i. Staff Notice 21-332 – Crypto Asset Trading Platforms: Pre Registration Undertakings – Changes to Enhance Canadian Investor Protection (the "First Notice") The CSA has grown increasingly concerned about the risks associated with CTPs, given their high volatility and liquidity challenges, particularly following the recent spate of insolvencies in the industry. Significant risks associated with VRCAs relate to the stabilization mechanism associated with maintaining VRCAs' value over time, as well as the management and custodianship of their reserve of assets and their governance, among others. 4 In response to these concerns, on February 22, 2023, the CSA issued the First Notice releasing stricter rules for CTPs in Canada. Per the First Notice, unregistered CTPs must file a PRU while their applications for registration and related relief are under review. These enhanced investor protection safeguards focus on how CTPs handle customer assets, prohibit offering margin or credit, and set limits on trading certain types of crypto, like stablecoins. CTPs that do not comply may face penalties or be required to cease trading. The CSA also reaffirms its view in the First Notice that some VRCAs may constitute securities and/or derivatives. 5 ii. Staff Notice 21-333 – Crypto Asset Trading Platforms: Terms and Conditions for Trading Value-Referenced Crypto Assets with Clients (the "Second Notice") In recognizing that VRCAs may fulfill particular needs for Canadian clients of CTPs, on October 5, 2023, the CSA published the Second Notice, demonstrating a willingness to allow the continued trading of certain VRCAs that rely on FBCAs. The Second Notice sets out an interim regulatory framework with terms and conditions for which the CSA would consent to a registered CTP, or a CTP that provided a PRU, to continue allowing their clients either to buy or deposit FBCAs or to enter into crypto contracts to buy or deposit FBCAs. The Second Notice stipulates a deadline of April 30, 2024. By this date, the CSA expected that CTPs would no longer allow clients to buy, deposit, or enter into crypto contracts to buy or deposit FBCAs that do not comply with the interim terms and conditions. Of particular importance, the CSA imposed the following to address investor protection concerns: CTPs must no longer allow clients to buy or deposit stablecoins, or enter into crypto contracts to buy or deposit stablecoins, that are not FBCAs by December 29, 2023; CTPs must no longer allow clients to buy or deposit FBCAs, or to enter into crypto contracts to buy or deposit FBCAs, that do not comply with CSA's required terms and conditions by April 30, 2024, of which has now been extended as a result of the Extended Compliance Deadline; Issuers of stablecoins (specifically, FBCAs) are required to file an undertaking that is acceptable to the CSA and substantially in the form provided in appendix B of the Second Notice by December 1, 2023; and Issuers of stablecoins are to file a submission to jurisdiction and appointment of agent for service in the form provided in appendix C of the Second Notice. If a CTP or an industry participant intends to propose an alternative way to address investor protection concerns, the proposed alternative must be in place, or at least substantially finalized, prior to December 31, 2024. The Extended Compliance Deadline Following ongoing discussions with Canadian crypto asset market participants, as well as complications with adherence to the April 30, 2024, deadline referenced in the Second Notice, the CSA extended the deadline to October 31, 2024, and subsequently to December 31, 2024. The Extended Compliance Deadline is aimed at giving CTPs more time to comply with the terms and conditions of their registration and exemptive relief decisions, or PRUs, and to allow both industry participants and CTPs to propose alternative solutions to address investor protection concerns. The CSA has also stated that it remains open to considering exemptions relating to "specific use" cases for VRCAs that do not raise investor protection concerns. Importantly, the CSA Trading Requirement only applies to those CTPs that: (i) are regulated by a Canadian securities regulator; and (ii) if not yet registered, have filed a PRU with the CSA to be allowed to continue to operate during the registration process. Conclusion Although the regulatory framework for crypto assets and CTPs is continually evolving, leaving some aspects of its future trajectory uncertain, we do know that CTPs are required to adhere to mandatory registration and pre-registration obligations under Canadian securities laws. Additionally, the decision to extend the deadline underscores the significance of CTPs adhering to the current regulatory framework governing crypto asset trading, which aims to strike a balance between flexibility, innovation, and investor protection. While the Extended Compliance Deadline will allow CTPs more time to ensure compliance with the conditions of their registration and exemptive relief, or PRUs, CTPs should begin implementing appropriate procedures and system updates early on to ensure their business operations in Canada continue to comply with Canadian regulatory requirements once the deadline passes. CTPs are also reminded that they were required to no longer allow clients to buy or deposit, or enter into crypto contracts to buy or deposit, VRCAs other than certain FBCAs by December 29, 2023. This requirement is not affected by the Extended Compliance Deadline. If you would like to discuss the CSA update on VRCAs or any further information, please contact any member of our Capital Markets and Securities Group. 1 Canadian Securities Administrators, Investor Tools: Crypto Assets (n. d. ), online: Canadian Securities Administrators https://www. securities-administrators. ca/investor-tools/crypto-assets/. 2 Ibid. 3 Canadian Securities Administrators, Canadian securities regulators provide update on interim approach to value referenced crypto assets (n. d. ), online: Canadian Securities Administrators https://www. securities-administrators. ca/news/canadian-securities-regulators-provide-update-on-interim-approach-to-value-referenced-crypto-assets/. 4 Canadian Securities Administrators,Staff-notice-21-333-crypto-asset-trading-platforms-terms-and-conditions-trading-value (n. d. ), online: Ontario Securities Commission https://www. osc. ca/sites/default/files/2023-02/csa_20230222_21-332_crypto-trading-platforms-pre-reg-undertakings. pdf 5Ibid. This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2024-10-02 - Modified: 2024-12-13 - URL: https://www.foglers.com/insights/bankruptcy-insolvency-rehabilitation-proceedings-an-international-guide-2/ - Categories: Article Tim Duncan has authored the Canada chapter in the International Lawyers Network's Bankruptcy, Insolvency & Rehabilitation Proceedings: An International Guide. This collaborative guide offers a summary of key insolvency and bankruptcy law principles from across the globe, serving as a quick, practical reference for those needing assistance.  Whether you’re navigating cross-border insolvency or restructuring challenges, this guide provides valuable information to support your business. Download the Guide here: https://online. flippingbook. com/view/639221074/ This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2024-10-01 - Modified: 2024-12-13 - URL: https://www.foglers.com/insights/employers-take-notice-updates-to-the-employment-standards-act/ - Categories: Article What's The Issue? Ontario's employment laws are evolving yet again with Bill 149 receiving royal assent. This bill introduces significant reforms aimed at further improving worker protections, increasing transparency, and modernizing employment practices across the province. What are the new requirements? Bill 149 introduces changes to, among others, the Employment Standards Act, 2000 (the "ESA"). Some of the key changes include the following: requirement for employers to have an agreement with employees regarding the method of payment of vacation pay; requirement for employers whose business includes the employer, a director or a shareholder of the employer sharing in tips and gratuities to post its policy regarding same in a conspicuous place in the establishment and to retain that policy for 3 years after it ceases to be in effect; requirement for employers to disclose salary ranges in public job postings; prohibition on employers from asking for "Canadian experience" in job postings; requirement for employers to inform the public if artificial intelligence ("AI") is being used in its hiring practices to screen, assess or select applicants; requirement for employers to retain certain job postings for 3 years; and requirement for employers to classify work performed during a trial period within the meaning of training. Takeaways for Employers Employers should review their job postings, hiring practices and employment paperwork to ensure they are in compliance with these updates. If you require any assistance navigating these issues, please do not hesitate to reach out to any member of our employment team. This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2024-09-23 - Modified: 2024-12-13 - URL: https://www.foglers.com/insights/search-funds-an-alternative-for-entrepreneurs-and-investors-worth-considering/ - Categories: Article What is a Search Fund? A Search Fund is an investment vehicle through which one or two entrepreneurs (the "Searcher(s)") raise funds from investors in order to search for, acquire, and lead a privately held company for the medium to long term, normally in anticipation of an exit down the line, by way of a sale, IPO, or alternative liquidity event. The typical target company is a legacy business which has owners wishing to retire. How is it different from a publicly traded SPAC? The equity capital raised by a Search Fund is private versus publicly traded in a SPAC. How is it different from private equity? Unlike private equity, Search Funds look for companies in which the Searcher(s) will also take an active role in operating the business post-acquisition. Additionally, Search Funds typically have an involved investor base, with major investors taking up board seats of the target company, which helps guide the Searcher(s) through the search, acquisition, and operation of the business. This model has been a popular alternative investment vehicle in the United States for many years, however, it is quickly becoming an attractive alternative for entrepreneurs or Searcher(s) in Canada who may want to avoid the growing pains of starting and scaling a business, but still have a strong entrepreneurial drive to run an already existing company, increase the companies valuation, and exit with significant financial upside. Life Cycle of a Search Fund: The life cycle of a Search Fund is typically as follows: Initial capital raising to fund the search for a target company (2-6 months); Searching for a target company (1-2 years); Additional acquisition capital raising to fund the target company purchase (1-2 months); Acquisition of the target (60-90 days); Ongoing management of the acquired target company by the Searcher(s) (3-7 years); and Sale of the acquired target company (60-90 days). Legal Considerations: Raising Capital: For initial capital fundraising, a private placement memorandum (a "PPM") is normally prepared by Searcher(s) and given to investors in order to provide the following information: (i) Searcher(s) background and experience, (ii) plans for searching for a business and plans post-acquisition, (iii) targeted industries/businesses and thesis and (iv) illustrative economics. The PPM can often make or break a fundraising initiative. The PPM is a key way for the Searcher(s) to demonstrate to investors that they understand the key risks and obstacles of the acquisition, and have a clear plan to add value to the target company and a path to increasing valuation. It is important to have experienced legal counsel to guide Searcher(s) through this process, such that they can present an appealing, yet legally compliant PPM to investors. Additionally, Search Funds must comply with provincial securities laws applicable to private offerings when raising funds from investors. If investors are located in different jurisdictions, this will require further legal analysis for raising funds. Formation & Structure: In the United States, Search Funds are typically structured through LLC's, however, in Canada, the typical structure involves the creation of a limited partnership, whereby: (i) the general partners of which are the founders of the search fund, and (ii) the limited partners of which are the investors in the Search Fund. The Searcher(s) normally receive a market rate salary during the search phase and in their post-acquisition managerial role, with upfront equity and the ability to earn equity throughout the term (up to 25-30% of the total equity). A portion of the Searcher's equity typically vests over time and a portion is contingent on IRR. Each investor takes a portion of the remaining equity in the fund, based on capital contributed, and typically has a pro rata follow-on right, allowing it to invest its pro rata share of the equity tranche required to close a future acquisition. As compensation for the risk they take in the initial capital raise, the investor's initial equity is usually stepped up by certain percentage. The formation of a Search Fund will require preparation and negotiation of various documentation which will specify structure, governance, preferred share rights, distributions, future financing and allocation terms. These documents must provide certainty for investors together with flexibility for the founders as the details and structure of the acquisition are not known at the time of fund formation. Tax planning considerations are imperative upon fund creation, especially if investors are in different jurisdictions. Having a well thought out and legally compliant fund structure from the beginning is vital to ensure that when the Search Fund is ready to go forward with an acquisition, it is able to do so without having to revisit key legal points with its investors. Due Diligence: Once the Searcher(s) have found a potential target, legal counsel can assist by preparing letters of intent, due diligence checklists and non-disclosure agreements which will assist the Searcher(s) in conducting their operational/business diligence. Legal counsel will also perform legal due diligence, including lien searching and contract review. As many Searcher(s) may be experiencing their first M&A transaction, legal counsel can also guide them through the bidding process, negotiating the letter of intent and provide other valuable insight. If legal counsel is experienced in Search Funds, they may also be familiar with certain target industries or financial metrics which may be a green flag or a red flag to the Searcher(s). Acquisition: Once an acquisition target is selected, legal counsel will assist in managing and coordinating the steps of the acquisition, including preparing the purchase agreement, negotiating with investors, the seller and third-party creditors and closing the transaction. Searcher(s) and their legal counsel should be cognizant of the intricacies of a Search Fund acquisition vs a regular M&A acquisition, including giving consideration to the initial fund structure, and whether amendments to the fund structure are required due to different investors being present for the search phase vs the acquisition phase (the investors who contribute capital at the search phase are not necessarily the same investors that contribute capital at the acquisition phase). Why are Search Funds Gaining Momentum? What are the Advantages? Advantageous to Investors: Search Funds have historically outpaced traditional private equity in terms of returns to investors. Investor returns have been in excess of 30%. Compared with other similar asset classes in private equity, Search Fund returns are often superior by 10-15%. Search Funds also allow investors to take a more active role in their investment. Finally, they offer downside risk protection because investors have two stages to invest and can identify investment failures during due diligence, prior to the acquisition. Advantageous to Searcher(s): The Search Fund model is attractive to potential Searcher(s) because it allows them to jump into an existing operating company with an established customer base and brand, providing an easier base to scale a business, with minimal personal or financial risk. It also provides a structure where Searcher(s) can heed advice and expertise from their investors. Finally, it provides the potential for sizeable returns through equity in the fund upon a liquidation event. The above only provides a brief summary of the Search Fund landscape. If you are interested in forming a Search Fund, investing in a Search Fund or have general inquires in respect of Search Funds, please reach out to any member of the Business Law Group at Fogler, Rubinoff LLP. This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2024-08-21 - Modified: 2024-08-22 - URL: https://www.foglers.com/insights/when-tenants-go-broke-a-landlords-guide-to-surviving-the-insolvency-apocalypse/ - Categories: Article With high interest rates and extensive market shifts, insolvency and bankruptcy are concepts on the minds of many, including commercial landlords. The possibility of tenant insolvency can create uncertainty and unease for landlords leasing to commercial tenants on the brink of financial collapse. In this article, we compare the four insolvency and restructuring proceedings which may apply to a commercial tenant under the Bankruptcy and Insolvency Act ("BIA") and the Companies' Creditor Arrangement Act ("CCAA"). We further outline best practices for commercial landlords and explain the nuances of each proceeding, including its purpose, the requirements for a tenant to proceed, whether there may be a stay of proceedings, whether rent is payable, potential outcomes relating to the lease, and the priority ranking of a landlord's claim. By gaining an understanding of the nuances of each proceeding, commercial landlords can anticipate the issues, understand their rights, and plan for the future. WHEN TENANTS GO BROKE A LANDLORD'S GUIDE TO SURVIVING THE INSOLVENCY APOCALYPSEDownload This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2024-07-19 - Modified: 2024-12-13 - URL: https://www.foglers.com/insights/proposed-changes-to-canadian-trademark-regulations-enhancing-efficiency-and-addressing-official-marks/ - Categories: Article As discussed in my short article of July 10, 2024, important changes to the Canadian Trademark Regulations have been proposed. The changes have not yet come into effect and are still subject to change. The consultation period closed on July 8, 2024. In future articles, I will discuss comments that are being debated and next steps in the implementation process. One set of changes is directed at improving the efficiency of the trademark dispute resolution process. Another set of changes enables the Registrar to inactivate official marks. In the remainder of this article, I set out some of the details regarding both of these proposed changes. First, regarding changes to the dispute resolution process, those involve three main elements, namely: Cost awards; Confidentiality orders; and Case management. Cost cannot presently be awarded in trademark opposition proceedings. The changes would enable the Registrar to order costs to prevent undesirable conduct by the parties. The amendments prescribe fixed-cost awards based on the type of proceeding and the reason for awarding costs, and those awards range (in 2024) between $1,100. 00 and $10,400. 00. Costs would not be awarded if the proceeding is terminated before a final decision issues. Presently, all documents filed with the Registrar are publicly accessible. This can cause parties to not file full evidence before the Opposition Board, and to only file that evidence on an appeal to the Federal Court. The proposed changes would allow the Registrar to order, at the request of a party, that certain evidence be kept confidential. The request would need to describe the evidence, state that it has not been publicly disclosed, set out why the information is to be kept confidential, and indicate whether the other party consents to keeping the evidence confidential. Finally, regarding case management, the proposed changes would allow the Registrar to designate certain proceedings as "case managed". The Registrar would also have the right to give any direction or make any order to deal with matters efficiently and cost-effectively, and to fix the timeline for any step in a case-managed proceeding, despite the timeline provided under the Trademarks Act. Second, regarding official marks, we first note that those are unique to Canadian trademark law, and "public authorities" can claim a broad scope of protection through those marks. The requirements for an entity to qualify as a "public authority" have evolved over the years and some owners may no longer qualify as public authorities. Official marks can be cited against an application and, if the applicant provides evidence that the official mark holder no longer exists, the Registrar will withdraw their objection. However, the Registrar does not presently have the authority to cancel an official mark on the basis that its owner is no longer a "public authority". To do so, a third party must commence an action in the Federal Court. The proposed changes would allow a third party to request that a public notice issue against an official mark. A fee of $325 would be paid and a proceeding before the Opposition Board would take place to determine, for example, whether the holder of an official mark continues to be a public authority or even continues to exist. This procedure would be a cost-effective and efficient way to clear "deadwood". This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2024-07-18 - Modified: 2024-07-18 - URL: https://www.foglers.com/insights/important-amendments-to-canadian-trademark-regulations/ - Categories: Article On June 8, 2024, proposed amendments to Canada’s Trademarks Regulations were published in the Canada Gazette. The public consultation period is open until July 8, 2024, and comments will be posted on the Canada Gazette website following the end of the consultation period. A coming-into-force date has not yet been set but the Canadian Intellectual Property Office indicates that sufficient time will be provided to ease the transition. The proposed amendments to the Regulations, when combined with earlier amendments to the Trademarks Act provided for under Bill C-86 (adopted in 2018 but not yet in force), would affect the conduct of contentious trademark proceedings in Canada and provide a process to challenge official marks. The overall goal is to improve the efficiency of the trademark dispute resolution process in Canada by allowing the Registrar of Trademarks to (a) case manage proceedings, (b) award costs, and (c) issue confidentiality orders. The Registrar could also administratively inactivate official marks in certain circumstances. Owners of such marks should now consider whether they still meet the requirements to qualify as a “public authority” and, if in doubt, consider protecting those marks as regular marks. In my next article, I will elaborate on each of the proposed changes and how they might affect the conduct of proceedings and the rights of parties before the Canadian Intellectual Property Office. This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2024-07-08 - Modified: 2024-07-23 - URL: https://www.foglers.com/insights/modernizing-the-mvda-for-whose-benefit/ - Categories: Article This article discusses some industry changes that are coming down the pipe, some of which will have a significant impact on dealers and salespersons. Notably, especially having regard to the current economic environment, some of the proposed changes will likely result in significant economic costs to dealers. The Common Lawyer Modernizing the MVDA For Whose Benefit Summer 2024Download Republished with permission from the Summer 2024 issue of The Ontario Dealer magazine. This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2024-07-03 - Modified: 2024-07-03 - URL: https://www.foglers.com/insights/exempt-market-dealers-now-permitted-to-participate-as-members-of-selling-groups-in-prospectus-offerings/ - Categories: Article Exempt market dealers play a key role in assisting small and medium-sized issuers raise capital, by acting as dealers or underwriters and/or distributing securities under exemption(s) from prospectus requirements. However, as issuers grow and mature, many begin to consider prospectus offerings as another, often preferable, avenue for capital raising. At this stage, many exempt market dealers, which are typically limited to acting in respect of distributions of securities under prospectus exemptions, have found it difficult to continue their support of issuers' capital raising efforts. On June 20, 2024, the securities regulatory authorities in Alberta, British Columbia, Nova Scotia, Ontario, Québec and Saskatchewan (the participating jurisdictions) announced coordinated blanket orders (the "Blanket Orders") allowing a temporary exemption from the restrictions set out in subsection 7. 1(2)(d) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. . These exemptions allow qualifying exempt market dealers to participate in prospectus offerings as members of selling groups. Qualifying Criteria To qualify, an exempt market dealer wishing to act as a dealer in a distribution of securities made under a prospectus must meet the following criteria: the exempt market dealer acts as a dealer only in accordance with the terms of a selling group agreement with the issuer or an investment dealer acting as the lead underwriter in the distribution of the securities made under the prospectus; the exempt market dealer acts as a dealer only to a person or company in respect of whom an exemption from the prospectus requirement would have been available if the distribution of securities had been made under an exemption from the prospectus requirement; the exempt market dealer does not act as an underwriter in connection with the distribution of the securities under the prospectus and limits its interest in the transaction such that it comes within the exemption for selling group members in clause (a) of the definition of "underwriter" in the Securities Act (Ontario); and the total compensation paid or payable to the exempt market dealer does not exceed 50% of the lowest total amount of compensation paid or payable in connection with the distribution of the securities under the prospectus to any selling group member that is an investment dealer. Exempt market dealers that meet the above criteria and intend to rely on the Blanket Orders are required under National Instrument 33-109 Registration Information to report a change in business activity by filing a Form 33-109F5 Change of Registration Information indicating that they will be participating as a member of selling groups in prospectus offerings. The Blanket Orders came into force on June 20, 2024, and remain in force until December 20, 2025, unless extended by the participating jurisdictions. If you would like to learn more about the impact of the Blanket Orders on your business, please contact any member of the Capital Markets and Securities Group at Fogler, Rubinoff LLP. This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2024-06-19 - Modified: 2024-06-19 - URL: https://www.foglers.com/insights/practise-practise-practise-lawyers-musicians-and-the-ways-they-connect/ - Categories: Article Ron Davis explores the intersection of law and art in his latest article, Practise, practise, practise: Lawyers, musicians, and the ways they connect. Discover how engaging with the arts can enhance lawyers' skills, insights, and inspiration, from understanding human nature through literature to mastering storytelling techniques for the courtroom. Read the full article in the latest issue published in the Advocates' Journal: https://www. yumpu. com/en/document/read/68722939/the-advocates-journal-vol-43-no-1/32 --- - Published: 2024-06-15 - Modified: 2024-12-30 - URL: https://www.foglers.com/insights/payments-and-privilege-solicitor-clientproducing-lawyers-trust-ledgerssakab-saudi-holding-company-et-al-v-saad-khalid-s-al-jabri-et-al-2024-onsc-1601/ - Categories: Article Lawyer-client administrative information, including payments into and out of trust accounts, is presumptively and rebuttably privileged. Justice Cavanagh of the Ontario Superior Court of Justice reaffirmed this principle in Sakab Saudi Holding Company et el. v. Saad Khalid S. Al Jabri et al. , 2024 ONSC 1601. Citing Supreme Court of Canada and Ontario Court of Appeal decisions from the past two decades, Justice Cavanagh denied the plaintiffs’ request for the trust ledgers of the lawyers for some of the defendants, finding that (1) the ledgers were presumptively protected by solicitor-client privilege and (2) the plaintiffs had failed to rebut the presumption. Complex Facts and International Intrigue Sakab v. Al Jabri involves a dizzying set of complex facts and international intrigue. The plaintiff companies are Saudi Arabian. They operate in strategic sectors, including aerospace and cybersecurity. They were also commercial fronts for counterterrorism operations, funding covert operations. One of the principal defendants, Dr. Saad Khalid S. Al Jabri, was a Minister of State and Special Advisor to Mohammed Bin Nayef (MBN), the former Crown Prince of Saudi Arabia. However, the political landscape shifted dramatically in 2017 when MBN was replaced in a palace coup as Crown Prince by his cousin, Mohammed Bin Salman (MBS). Dr. Al Jabri has not found favour in MBS’s eyes. The Saudi regime accused Dr. Al Jabri of fraud and corruption linked to the plaintiff companies. Fearing for his life, Dr. Al Jabri fled the country, ending up in Toronto where the plaintiff companies sued him (and others), seeking billions of dollars of — they alleged — misappropriated funds linked to Dr. Al Jabri. Lawyers’ Trust Ledgers: Presumptively Privileged In one of many interlocutory matters in the ongoing litigation, the plaintiffs brought a motion to compel the production of trust ledgers from the lawyers for Dr. Al Jabri and the other principal defendant, his son Mohammed. The plaintiffs argued that the records were needed to determine the nature, value, and location of the defendants’ assets and to ensure that they were complying with earlier Mareva injunctions. The plaintiffs relied on the decisions of the British Columbia Court of Appeal in Wong v. Luu, 2015 BCCA 159 and the Ontario Court of Appeal in R. v. Serfaty, 2004 CanLII 9060. In both cases, the courts concluded that documents relating to the possession and movement of lawyers’ trust funds were not privileged. The responding defendants argued that Wong did not reflect Ontario law and that Serfaty was no longer good law, given the later Supreme Court companion decisions of Canada (Attorney General) v. Thompson, 2016 SCC 21 and Canada (Attorney General) v. Chambre des notaires du Québec, 2016 SCC 20. Justice Cavanagh agreed with the defendants. Wong is not the law in Ontario, and the ruling in Serfaty has been superseded by Thompson and Chambre des Notaires. In Thompson and Chambre des Notaires, the Supreme Court unanimously rejected a categorical approach to solicitor-client privilege. The facts (not privileged) versus communications (privileged) distinction does not depend on the document type (e. g. , accounting records) but rather on the document’s content and what it might reveal about the lawyer-client relationship. Viewed in this light of content versus form, administrative information — including accounting records and trust ledgers— may be seen to harbour revealing information about the client’s legal affairs and should, therefore, be presumed to be privileged. The defendants also relied on Kaiser (Re), 2012 ONCA 838, where the court held that administrative information such as a lawyer’s bill is presumptively and rebuttably privileged. The plaintiffs asserted that the trust ledger transactions were not legal advice-related but, like any bank account, would reflect the trust accounts’ use as a conduit for moving the allegedly misappropriated funds. They argued that they were not seeking disclosure of privileged information such as individual bills, but only the aggregate quantum for each transaction, including dates, sender and recipient identities. Justice Cavanagh disagreed and concluded that trust ledgers are accounting records with administrative information relating to the lawyer-client relationship. Therefore, per Kaiser, they are presumptively privileged. Failing To Rebut the Presumption Faced with the finding of presumptive privilege, the plaintiffs bore the onus of rebutting the presumption. In Kaiser, the court identified two ways to rebut the presumption, by evidence showing either (1) no reasonable possibility that disclosure will lead, directly or indirectly, to the revelation of confidential solicitor-client communications, or (2) that the information is not linked to the merits of the case and disclosure would not prejudice the client. The plaintiffs failed on both alternative Kaiser rebuttal criteria. Justice Cavanagh found that the plaintiffs did not establish that disclosing information in the trust ledgers would not directly or indirectly reveal privileged communications. Further, the plaintiffs could not demonstrate that the trust ledgers would not be linked to the present case and subsequently prejudice the respondent defendants. The ledgers would disclose the identity of law firms the defendants had consulted and the interactions' timing. Justice Cavanagh also held that partial disclosure of the trust ledgers was unavailable to the plaintiffs. Redacted versions showing payments for non-legal purposes could reveal amounts used and held for payments made for legal purposes. These amounts could be readily calculated and thereby disclose privileged information. The Crime/Fraud Exception Does Not Apply to Civil Offences Under the crime/fraud exception, privilege does not attach to communications with a lawyer where the client seeks to facilitate the commission of a crime or fraud. The plaintiffs argued that the defendants’ privilege claim over the trust ledgers was being used to conceal the movement of fraudulently misappropriated funds, unlawful conduct that triggered the crime/fraud exception. They also argued that (1) alleged breaches of the Mareva injunctions by the defendants could attract quasi-criminal sanctions via contempt of court findings and (2) the crime/fraud exception could be applied to civil wrongs, including civil fraud. Justice Cavanagh rejected all these arguments. Justice Cavanagh held that the crime/fraud exception was not available in this case, adopting Justice Glustein’s ruling in Wintercorn v. Global Learning Group Inc. , 2022 ONSC 4576 that the crime/fraud exception does not apply to civil wrongs. Takeaway Justice Cavanagh’s ruling in Sakab v. Al Jabri confirms that, in Ontario, parties seeking disclosure of a lawyer's trust ledgers must overcome the presumption of solicitor-client privilege. It also illustrates the ruling in Kaiser that administrative information is clothed in presumptive privilege. The lawyer-client relationship is cemented in trust. This is reflected in solicitor-client privilege, the hermetic seal that envelops lawyer-client communications and information. The Supreme Court has described solicitor-client privilege as “a rule of substance and, now, a principle of fundamental justice... indispensable to the continued existence and effective operation of Canada’s legal system”. Sakab v. Al Jabri is another instance in the evolution of solicitor-client privilege over the past four decades from a mere rule of evidence to the substantive law principle the Supreme Court articulates above. We expect this more protective trend to continue. On Friday June 7, 2024, the Ontario Divisional Court granted the plaintiffs leave to appeal Justice Cavanagh’s decision. This finding on partial disclosure is consistent with the ruling in Bergmanis v. Diamond, 2021 ONSC 2375, at para 39, leave to appeal dismissed October 4, 2021 (Ont. C. A. ) which Justice Cavanagh did not cite in his decision. Canada (National Revenue) v. Thompson, 2016 SCC 21, 1 SCR 381, at para 17. See generally Robert W. Hubbard and Katie Doherty, Law of Privilege in Canada, Thomson Reuters, 2024 (online), chapter 11. This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2024-06-01 - Modified: 2024-06-03 - URL: https://www.foglers.com/insights/changes-to-the-capital-gains-inclusion-rate-individuals-with-vacation-properties-and-whether-you-should-proactively-crystallize-gains/ - Categories: Article Effective June 25, 2024, the 2024 federal budget is proposing to increase the capital gains inclusion rate for individuals to two-thirds on the portion of gains earned in the year in excess of a $250,000 threshold, below which gains will remain taxed at the current one-half inclusion rate. In Ontario, assuming an individual is in the top tax bracket of 53. 53%, the effective tax rate for capital gains realized on or after June 25, 2024 will be as follows: 1/2 inclusion rate below $250,0002/3 inclusion rate on the portion above $250,00026. 76%35. 69% The next table illustrates the difference between an individual in Ontario realizing a $1M gain before June 25, 2024 and after: Before June 25, 2024On or after June 25, 2024Gain$1,000,000Gain$1,000,000Effective tax rate26. 76%Effective rate on first $250,00026,76%  Effective rate on remaining portion35. 69%Capital Gains Tax$267,600Capital Gains Tax$334,575 Therefore, a $1M gain realized after the new inclusion rate comes into effect will trigger additional tax of $66,975 for an individual in Ontario. Once an individual's $250,000 exemption has been used up for a year, each additional $1M in capital gains in that year will result in almost $90,000 in additional tax being paid (as compared to the current regime). Planning Opportunity for vacation properties We are receiving a number of calls from clients inquiring as to whether they should pre-emptively sell or gift their cottage properties to their children (or to third parties). The following should be considered when making this decision: Joint ownership: If the property is jointly owned with a spouse, each spouse should be able to access their own $250,000 portion of gain taxed at the lower rate. Depending on the accrued gain, this may be sufficient to ensure that the gain is mostly, if not entirely, taxed at the one-half inclusion rate. Capital gains reserve: If the purchase price is paid over time (as opposed to the entire price being paid at the time of sale), tax for a given year will generally only be paid on the portion of the purchase price that is actually received in that year (to a maximum of five years from the date of sale and subject to certain rules beyond the scope of this article). As such, tax payable on a current sale (including, for example, a sale to one's children for a promissory note) should be able to be spread out over the next five years, which could assist with cash-flow issues. Because the government has not yet released legislation implementing these changes to the capital gains regime, however, it is currently unclear (a) whether, if a sale was originally undertaken prior to June 25, 2024, the gains in subsequent years will be taxable at the 50% inclusion rate (i. e. the rate in effect at the time of sale) or whether they will be taxable at the new 66 2/3% inclusion rate (i. e. the rate in effect at the time the proceeds are received in the future), and (b) if subsequent gains are taxable at the 66 2/3% inclusion rate, whether the vendor will be able to take advantage of a new $250K exemption each year. As mentioned, draft legislation on the new capital gains rules has not yet been released by the Ministry of Finance but is expected on or before June 21, 2024. Opportunity cost of crystalizing gains before June 25, 2024: In the example above, triggering a $1M gain now will require coming up with $267,000 in order to save $66,975 down the road. At an average rate of return of 5%, it will take roughly nine years to generate $66,975 after tax (meaning that, if the cottage otherwise would not have been sold for nine years, it may actually cost more to trigger the gains now, even if the gains are taxed at a lower rate). The higher the rate of return, of course, the shorter the break-even point. This should be discussed further with your financial advisor. Control of the property: a non-tax consideration to think about is the loss of control over the property when gifting or selling to children. Considerations include the property being encumbered by a creditor of the child or it becoming tied up in the context of divorce proceedings. These issues are beyond the scope of this article but should nonetheless be considered. Future of the Capital Gains Tax Regime: At this point, while most advisors think that these changes will be implemented as proposed, there is certainly still a chance that the government will decide to back down in the face of potentially-higher-than-expected opposition. Even if the changes are implemented it is also possible that a future government (possibly a Conservative government) may repeal the changes and revert back to the current 50% inclusion rate for all gains. In either of these cases, triggering gains now will almost certainly result in more tax being paid, as opposed to doing nothing. Takeaways It may or may not make sense to crystallize gains prior to June 25, 2024, and the above considerations need to be looked at. Generally, if the plan is to sell or gift the cottage property within a short time horizon, it may make sense to do so prior to June 25, 2024. If not, it may make sense to hold on to it. This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2024-05-31 - Modified: 2024-11-27 - URL: https://www.foglers.com/insights/doing-business-in-canada/ - Categories: Article Interested in expanding your business into Canada? Our Doing Business in Canada Guide provides practical information about what you need to know. Our seventh edition of Doing Business in Canada provides an overview of the legal framework governing Canadian business operations and outlines key considerations for investing and conducting business in Canada. This easy-to-use guide highlights current issues, regulatory and policy changes, legal precedents and trends affecting business owners. Our team of legal professionals have provided thoughtful analysis, clear explanations and concise summaries for numerous business topics, including: Form of Business organizations in Canada Directors’ Liabilities Foreign Investment and Anti-Competition legislation Bankruptcy and Insolvency Securities Regulation Sales and transfer taxes Income taxes Customs and Excise Duties Intellectual Property Investment incentives Immigration Restrictions for non-Canadians Employment law Environmental law Electronic commerce Download the 2024 edtiion. Doing Business in Canada, 2024Download --- - Published: 2024-05-31 - Modified: 2024-05-31 - URL: https://www.foglers.com/insights/a-new-sandbox-in-town-tsxv-sandbox/ - Categories: Article I. Introduction On May 13, 2024, the TSX Venture Exchange (the "TSXV") announced the launch of TSXV Sandbox, a Venture Forward initiative focused on driving innovation and growth. This initiative seeks to pave the way for new companies and investors to join the capital markets ecosystem in Canada. II. Background i. Venture Forward Program The goal of the Venture Forward program is to strengthen the early-stage company ecosystem, fuel primary growth, and provide investors with access to different small-cap investment opportunities. The Venture Forward program aims to determine the ecosystem's challenges and opportunities and construct a comprehensive action plan to achieve long-term success in the Canadian public venture market. ii. TSX Sandbox On April 12, 2019, the Toronto Stock Exchange ("TSX") introduced an initiative to provide an alternative path to a stock exchange listing or listing of other securities by existing listed issuers for certain qualifying companies; an initiative the TSX coined to be the "TSX Sandbox". Four years later, its younger sibling, the "TSXV Sandbox" was born. III. Framework The TSXV Sandbox initiative gives the TSXV greater flexibility to waive more substantial listing requirements in order to accept applications that may not meet current requirements due to unique circumstances. The TSXV Sandbox aims to enhance innovation by promoting the listing of unique new businesses and transaction structures, expanding applicant access to TSXV markets, and enabling investors to finance a broader range of inventive ventures. The TSXV will continue to uphold its listing standards, as the overarching goal of the TSXV Sandbox remains to facilitate the listing of high-quality and distinctive businesses. IV. Eligibility The TSXV Sandbox does not have a set list of eligibility criteria, as it maintains the discretion to accept meritorious applications under a TSXV listing, tailoring its approach to each applicant. Only new listing and new listing transactions may qualify for the TSXV Sandbox. Therefore, an issuer already listed on TSXV is not eligible to apply to TSXV Sandbox for a proposed private placement. V. Listing under the Standard Regime vs. in the Sandbox The primary difference between listing under the current waiver and discretion process and listing under the TSXV Sandbox lies in the extent that listing requirements may be modified. Under the current process, the TSXV may use its discretion to adjust or waive certain listing requirements if other parts of the application are more advanced. For example, Prior Expenditure requirements might be waived for Tier 2 mining issuers if they have advanced Qualifying Property, and a significant phase 1 exploration program is recommended. Under the TSXV Sandbox, more considerable listing requirements can be waived or modified. For example, a mining issuer may be listed that has a Qualifying Property that is greatly advanced and that has a significant cash balance but does not meet the listing requirements for Working Capital and Financial Resources due to short term credit facilities and/or substantial capital expenditure needed to complete production. In such cases, the TSXV would contemplate applying certain conditions to the TSXV Sandbox listing until the issuer is able to adequately complete financing or restructuring of its balance sheet. VI. Application — Factors to Consider When deciding whether to apply to the TSXV Sandbox, issuers should consider the following information: The TSXV actively collaborates with high-quality companies whose listing proposals do not meet published policies to thoroughly understand their individual situations when deciding whether and how they can utilize their discretion in applying their policies; To apply for the TSXV Sandbox, issuers or their advisors are recommended to contact their nearest TSXV listings team. The TSXV will discuss the listing proposal with you and help determine whether issuers should pursue an application for listing through the TSXV Sandbox; If the TSXV accepts an application, they may impose conditions to support listing under exceptional circumstances. Conditions imposed by the TSXV will be customized to fit the unique circumstances of the listing. These conditions could include enhanced disclosure, vesting requirements, security-based compensation limitations, and a distinct escrow regime; and Regular listing fees apply, and no additional fees are charged. VII. Conclusion The launch of the TSXV Sandbox is set to encourage innovation and provide support for the listing of novel companies or transaction structures. The TSXV Sandbox will provide a defined and transparent forum to consider more exceptional and unique entrances to the capital markets. High quality issuers from all sectors and at all stages of their business growth are encouraged to apply to TSXV Sandbox if they do not fit squarely within the TSXV standard listing regime. If you would like to discuss the TSVX Sandbox or for any further information, please contact any member of our Securities and Capital Markets Group. This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2024-05-29 - Modified: 2024-05-29 - URL: https://www.foglers.com/insights/early-stage-capital-exemptions/ - Categories: Article I. Introduction In response to the continuously evolving landscape of businesses, investors, and market dynamics in Ontario, on May 9, 2024, the Ontario Securities Commission (the "OSC") announced several new exemptions aimed at enhancing early-stage access to capital and promoting better conditions for capital market development and innovation throughout the province's entrepreneurial ecosystem. The new initiatives include an extension of Ontario Instrument 45-507 Self-Certified Investor Prospectus Exemption (Interim Class Order) ("OI 45-507"), as well as the introduction of the following three time-limited orders under subsection 143. 11(2) of the Securities Act (Ontario) (the "Act") each of which is intended to further support early stage capital raising in Ontario: A dealer registration exemption for not-for-profit angel investor groups (the "Angel Investor Exemption"); A dealer registration exemption for eligible early-stage businesses (the "ESB Exemption"); and An exemption from the distribution reporting requirements in OI 45-507 to permit alternative streamlined reporting of distributions (the "SCIR Exemption"). (collectively, the "Early-Stage Capital Exemptions") The notice outlining the class order and exemptions can be accessed here. II. Background Over the past decade, the OSC has introduced new prospectus exemptions and amended existing ones to facilitate capital raising for businesses, particularly small businesses, while protecting the interests of investors. A concise summary of the initiatives up to date is as follows: February 2020: in response to a decline in new issuers and initial public offerings in Ontario, the capital markets modernization taskforce (the "Taskforce") announced their intention to review and modernize Ontario's capital markets regulatory framework in an effort to amplify growth and competitiveness in Ontario's capital markets. The Taskforce's recommendations were aimed at incubating junior issuers in the province by reducing the regulatory burden, providing new opportunities for capital-raising through the expansion of prospectus exemptions, and streamlining disclosure requirements, among others. The final report was published in January 2021; October 2022: the OSC published OI 45-507, an 18-month pilot program to provide Ontario investors with qualifying education or work experience access to increased investment opportunities under a prospectus exemption, which came into effect on October 25, 2022, until April 25, 2024; and January 2024: the OSC published a rule under the Act, OSC Rule 45-508 Extension to Ontario Instrument 45-507 Self-Certified Investor Prospectus Exemption, which came into effect on April 25, 2024, extending OI 45-507 by an additional 18-month period. III. The OSC TestLab The Early-Stage Capital Exemptions are being carried out as part of the OSC's TestLab, a program that was created as part of the OSC's Innovation Office to help financial technology (fintech) firms explore and test innovative products, services, and business models in a controlled environment. The OSC plans to gather data on the use of the exemptions through associated filings to evaluate the initiatives and seek input from participating businesses, investors, and other key stakeholders. The data also is expected to equip the OSC with valuable insights for future policy development. IV. The Early-Stage Capital Exemptions Below is a high-level summary of each of the Early-Stage Capital Exemptions. i. The Angel Investor Exemption Angel investors play an important role in funding early-stage businesses in Ontario as they bring together other angel investors interested in supporting Ontario's early-stage businesses. However, as these investors provide their members with investment opportunities, their activities may trigger the dealer registration requirement which states that an entity that is in the business of trading securities is required to register as a dealer or qualify for an exemption from the dealer registration requirement. To avoid triggering registration, the Angel Investor Exemption will now allow non-profit angel investor groups to be exempt from the registration requirement, provided that they meet a number of conditions as set out in the order. The Angel Investor Exemption will allow eligible groups to: identify and introduce Ontario early-stage businesses seeking capital to their members; make information on Ontario early-stage businesses seeking capital available to their members; hold regular meetings for Ontario early-stage businesses to present their business to their members; facilitate their members' due diligence in Ontario early-stage businesses; keep their members up-to-date on Ontario early-stage businesses that members have invested in; and provide educational resources. To qualify for the exemption, the angel investor group must, among other things (i) be organized and conduct its activities primarily for not-for-profit purposes; (ii) operate from and have its head office located in Ontario; and (iii) have no more than 500 members, each of whom qualifies as an accredited investor or self-certified investor. Eligible groups must also limit any compensation received in connection with an investment to a maximum of 5% of the value of the securities invested. ii. The ESB Exemption As a business seeks to raise capital from investors, it may be considered to be "in the business of trading" securities and accordingly required to either be registered as a dealer or rely on an exemption from registration. There is no bright-line test to make this determination, rather whether an entity is "in the business" of trading will generally be a fact-specific analysis. The OSC recognizes that some early-stage businesses may wish to raise capital without using a dealer; therefore, two exemptions are being provided, one where the business is working with a registered dealer or an intermediary relying on an exemption from dealer registration (such as a crowdfunding portal or an angel investor group) and one where they are not. This exemptive relief aims to reduce barriers to early-stage capital up to a maximum of $3,000,000 (a business that decides to use a dealer is not subject to limits on the amount of capital that can be raised, other than limits included in the conditions to the prospectus exemption being relied on) and allow early-stage businesses to engage in permitted marketing activities so that they may reach more individuals that may be interested in investing in their business during the earliest and most critical capital raising stages. Some of the key qualifying criteria have been highlighted below. For a full list of the qualifying criteria, reference should be made to the full text of the ESB Exemption linked herein. Qualifying Criteria To qualify for the ESB Exemption, an issuer must, amongst other things, be an "eligible business". An "eligible business" is one that: has its head office and business operations in Ontario; is in the early or development stages of its business and in the process of seeking capital to start, grow or scale its business; has fewer than 100 employees; has a primary business purpose that is not investing in real estate, mortgages, other businesses, or other assets; has a business purpose other than to identify and evaluate assets or a business with a view to completing a merger with, amalgamation with or purchase of the securities of an issuer, or the acquisition of a business; not directly or indirectly engaged in the following activities: holds, invests in or trades crypto assets, on the issuer's own behalf or on behalf of its clients; and operates a gaming or betting business is not a reporting issuer, or subsidiary of a reporting issuer, in any jurisdiction of Canada or any foreign jurisdiction; is not registered under securities legislation in any jurisdiction of Canada or in any foreign jurisdiction; and is not an investment fund. Furthermore, issuers are only permitted to distribute certain "eligible securities" of their own issue, which include: common shares, non-convertible preference shares, securities convertible into common shares or non-convertible preference shares, non-convertible debt securities linked to a fixed or floating interest rate, a unit of a limited partnership, a share in the capital of a cooperative, as defined in the Business Corporations Act (Canada) or a co-operative incorporated under the Co-Operative Corporations Act (Ontario). Distributing Eligible Securities With respect to distribution, qualifying issuers can choose whether to involve a registered dealer. These rules are outlined in Items 15 — 17 (distributions without a dealer) and Item 18 (distributions with a dealer) of the ESB Exemption, respectively. Some of the unique requirements in Items 15 — 17 are noted below with respect to an issuer seeking to distribute "eligible securities" without the involvement of a registered dealer. The majority of these criteria apply in addition to those noted in section 18 with respect to distributions made with the involvement of a registered dealer. Distributions without a Registered Dealer If a qualifying issuer meets the various threshold criteria enumerated in the ESB Exemption, then it may distribute "eligible securities" without a dealer if it complies with Items 15 — 17 of the ESB Exemption. Amongst other things, these items dictate: (i) who the issuer's securities may be sold to and the aggregate amount of funds that can be raised from their sale, (ii) how the issuer may engage with investors, and (iii) which forms must be submitted to the OSC. Without the involvement of a registered dealer, issuers are capped at raising a maximum aggregate amount of $3,000,000 from the sale of "eligible securities". Such sales are permitted only to Ontario residents that are either: (i) accredited investors under the prospectus exemptions set out... --- - Published: 2024-05-27 - Modified: 2024-05-28 - URL: https://www.foglers.com/insights/details-of-employee-ownership-trust-capital-gains-exemption-released-conditions-and-things-to-consider/ - Categories: Article The 2023 Federal Budget proposed tax rules to facilitate the creation of employee ownership trusts ("EOTs"), vehicles which can facilitate the purchase of a business by its employees. The initial proposal contained in Budget 2023 included certain tax incentives primarily targeting the EOT buyer, however, notably missing was a tax incentive for the vendor such as an enhanced capital gains exemption. The 2023 Fall Economic Statement addressed this perceived incentive gap by proposing to exempt from taxation the first $10 million in capital gains realized on the sale of a business to an EOT, subject to certain conditions. The 2024 Federal Budget provided further details on the proposed $10 million exemption and on May 2, 2024, Bill C-69, Budget Implementation Act, 2024, No. 1 ("Bill C-69") containing draft legislation implementing these rules was introduced in Parliament. The House of Commons has recently completed its second reading of the bill. In light of proposed changes to the capital gains inclusion rate and alternative minimum tax regime under the 2024 Federal Budget (if enacted), the new EOT capital gains exemption would provide an additional incentive for Canadian business owners to consider in their succession and/or exit planning. This bulletin provides a brief overview of EOTs and outlines qualifying and disqualifying conditions in relation to the establishment of an EOT and the new $10M capital gains exemption. What is an Employee Ownership Trust? EOTs, originally introduced in the United States and United Kingdom, aim to facilitate increased employee ownership of privately held businesses. An EOT is a trust that holds a corporation's shares on behalf of and for the benefit of the corporation's employees. Under the traditional EOT structure, a corporation loans funds to the EOT, and the EOT uses such funds to acquire an interest in the corporation. The loan is re-paid out of the corporation's earnings, enabling employees to purchase an interest in the corporation without paying directly for shares. Employee Ownership Trust - Qualifying Conditions To qualify as an EOT, a trust must be resident in Canada and have only two purposes: i) to hold shares of a "qualifying business" (a Canadian controlled private corporation (CCPC), 90% or more of the fair market value of the assets of which is attributable to assets used principally in an active business immediately before the sale to the EOT) for the benefit of employees; and (ii) to make distributions (whether capital and/or income) to beneficiaries based solely on pay, hours worked, or duration of employment, or a combination of these factors. Additionally, all or substantially all (generally 90% or more) of the fair market value of the EOT's property must be attributable to shares of qualifying businesses. After the disposition of shares of the capital stock of a qualifying business to an EOT or a CCPC that is controlled and wholly-owned by an EOT, subject to prescribed conditions (a "qualifying business transfer"), the former controlling vendor(s) cannot maintain control of the business. Additionally, following the qualifying business transfer, the vendors cannot represent more than 40% of (i) the directors of the business, or (ii) the trustees of the EOT. Measures to Incentivize Establishment of EOTs To encourage the establishment of EOTs, draft legislation proposes to: extend a vendor's capital gains reserve pursuant to a qualifying business transfer from 5 years to a maximum of 10 years; create an exception to subsection 15(2) of the Income Tax Act, permitting a shareholder loan to an EOT from a qualifying business to be repaid over a period of 15 years; create an exception to the 21-year deemed disposition rule generally applicable to trusts. In addition to these initial measures, Bill C-69 proposes to implement a $10M capital gains exemption for proceeds realized on the sale of a qualifying business to an EOT. Capital Gains Exemption - Qualifying Conditions The $10 million capital gains exemption is available to an individual (other than a trust) on the sale of shares to an EOT, if all of the following conditions are met: the individual disposes of shares of a corporation (that is not a professional corporation) to a trust or a corporation wholly owned by a trust; the transaction is a qualifying business transfer in which the trust acquiring the shares is not already an EOT or a similar trust with employee beneficiaries; the qualifying business transfer occurs between January 1, 2024 and December 31, 2026; throughout the 24 months immediately prior to the qualifying business transfer: the transferred shares were exclusively owned by the individual claiming the exemption, a related person, or a partnership in which the individual is a member; and more than 50 per cent of the fair market value of the target corporation's assets were used principally in an active business. at any time prior to the qualifying business transfer, the individual (or their spouse or common-law partner) has been actively engaged in the qualifying business on a regular and continuous basis for a minimum period of 24 months; and immediately after the qualifying business transfer, at least 75% of the beneficiaries of the EOT must be resident in Canada. Additionally, an individual (and any related individuals) seeking to claim the capital gains exemption cannot be a beneficiary under the EOT. If certain "disqualifying events" occur within 24 months of the qualifying business transfer, the capital gains exemption will be retroactively denied to the vendor. If a disqualifying event occurs after 24 months, the EOT will be assessed a capital gain equal to the amount of the exemption claimed by the vendor. Note that the EOT will be jointly and severally liable along with the vendor for any tax arising as a result of the exemption being denied due to a disqualifying event occurring within the first 24 months. After 24 months, the EOT will be solely liable. Therefore, the vendor should take care when entering into this type of transaction to ensure they have sufficient protections in case of this eventuality. Exemption from Alternative minimum tax (AMT) The draft legislation also proposes to exempt EOTs from the application of Alternative Minimum Tax (AMT), a parallel tax regime under which taxpayers (individuals and most trusts) pay the higher of their "regular" tax or their AMT, effective for taxation years that begin after December 31, 2023. Furthermore, the draft legislation also exempts from the AMT calculation the amount of the vendor's exempted capital gain on the sale of the business to the EOT. This is a significant incentive because AMT normally applies to vendors claiming the regular lifetime capital gains exemption. Takeaways The $10M capital gains exemption is especially attractive given the recent budget proposal to increase the capital gains inclusion rate from one-half to two-thirds for gains realized on or after June 25, 2024. As mentioned above, this $10M capital gains exemption is time limited and is currently set to expire at the end of 2026. Vendors considering a sale of their business should act promptly and review their succession planning. Members of the Tax and Business Law Groups at Fogler, Rubinoff LLP would be pleased to discuss how the establishment of an EOT may be suitable for your business. This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2024-05-24 - Modified: 2024-05-24 - URL: https://www.foglers.com/insights/2024-iln-data-privacy-guide-canada/ - Categories: Article Navigating data protection laws just got easier! Our team has compiled a comprehensive guide to help businesses understand and comply with regulations in key jurisdictions. The Data Protection Guide provides an in-depth analysis of governing legislation, scope of application, legislative framework, data processing requirements, data providers' rights and duties, regulatory authorities, consequences of non-compliance, and more. Whether you're a business owner, legal professional, or industry stakeholder, this guide serves as a valuable resource for navigating the complex landscape of data privacy laws and ensuring compliance with regulatory requirements. ILN-Data-Privacy-Paper-FINALDownload --- - Published: 2024-05-16 - Modified: 2024-05-16 - URL: https://www.foglers.com/insights/changes-to-the-capital-gains-inclusion-rate-and-to-alternative-minimum-tax-amt-potential-issues-and-things-to-consider/ - Categories: Article Effective for capital gains realized after June 24, 2024, proposals contained in federal Budget 2024 will (if enacted) increase the capital gains inclusion rate for corporations and trusts to two-thirds from one-half. For individuals, the inclusion rate will increase to two-thirds on the portion of net capital gains earned in the year in excess of a $250,000 threshold, and below that threshold, capital gains will remain subject to the current one-half inclusion rate. This threshold does not apply to corporations or trusts. Budget 2024 also proposes to make additional amendments to the AMT amendments that were previously announced in Budget 2023. In a nutshell, AMT is a parallel tax regime that applies to individuals and most trusts, and these taxpayers will pay the higher of their "regular" tax or their AMT. If paying AMT, the difference between the AMT amount and regular tax can be carried-over (ie. recovered) and applied as a credit against regular tax for seven years, so long as the taxpayer has sufficient regular tax to pay. The key changes to AMT are: an increase in the AMT rate to 20. 5% (up from 15%); the inclusion of 100% of capital gains earned in the year (up from 80%); a decrease in the AMT credit for donations to 80% of the regular tax credit (down from 100%). These changes are causing some confusion and we have identified the following issues based on client situations that we have encountered: 1. Timing of gains for trusts and partnerships: Trusts and partnerships that have realized capital gains during their fiscal period, allocate these gains to their beneficiaries or partners at the end of the year. It remains unclear whether a capital gain realized by a trust or partnership before June 25, 2024 will be "timestamped" when allocated to the beneficiaries or partners at the end of the year such that it will remain taxable at the one-half inclusion rate or at the two-thirds inclusion rate. It should be noted that the CBA-CPA Joint Committee on Taxation has made a submission to the Department of Finance that includes a proposal that a capital gain realized by a trust and a partnership be "timestamped" such that a capital gain realized prior to June 25, 2024 be subject to a one-half inclusion rate in the hands of a beneficiary or partner, as the case may be. 2. Capital gains reserves Where capital gains are realized and there is a balance of sale owing to the vendor, the vendor can claim a "reserve" in order to pay tax on the amount of the gain actually received in the year (subject to certain rules beyond the scope of this article). The reserve amount is then brought back into income by the vendor in the following year. It remains unclear whether reserves brought back into income in subsequent years, for gains realized prior to June 25, 2024, will be included at the one-half inclusion rate or the two-thirds inclusion rate and whether the taxpayer (if an individual) will benefit from a new $250,000 exemption amount each year. 3. Employee stock option 110(1)(d) and (d. 1) deduction Simplified, the deductions under paragraphs 110(1)(d) and (d. 1) of the Income Tax Act (Canada), provide employees who have been granted stock options by their employers a 50% deduction against their taxable stock option benefits. Budget 2024 proposes to reduce the 110(1)(d) and (d. 1) deduction from one-half to one-third in lockstep with the increase in the capital gains inclusion rate such that the effective inclusion rate of the combined stock option benefit and capital gains on the disposition of the optioned shares equals to roughly two thirds (or slightly less given the $250,000 exemption that will remain taxed at the current one-half inclusion rate). Questions remain as to whether options that are exercised prior to June 25, 2024 will benefit from the one-half deduction where the optioned shares are sold after June 24, 2024. 4. Flow-through Shares AMT impact As a result of the AMT changes outlined above; namely, the increased capital gains inclusion rate to 100% for AMT purposes, the "flow-through deduction" being subject to the higher AMT rate of 20. 5%, up from 15%, and the decrease of the AMT donation credit inclusion rate from 100% to 80%, flow-through share investors may now have an AMT liability. It is anticipated that detailed transitional rules will be released by the Department of Finance that are likely to address some of these issues. If you have any questions about this article, please contact the authors or a member of our tax team. This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2024-05-16 - Modified: 2024-05-21 - URL: https://www.foglers.com/insights/success-before-the-bc-supreme-court-in-a-landmark-decision-with-respect-to-bcs-personal-information-protection-act-and-its-application-to-canadas-federal-political-parties/ - Categories: Announcement Young Park, Bill Hearn, Ron Davis and Alexander Evangelista (working with their co-counsel, Jason Herbert of DLA Piper in Vancouver), acted as counsel for the Complainants in a landmark decision by Justice G. C. Weatherill of the BC Supreme Court in Liberal Party of Canada v The Complainants, 2024 BCSC 814, ruling that BC's Personal Information Protection Act (PIPA) applies to Canada's federal political parties. This is the first time that a Canadian superior court has considered, and now affirmed, the constitutional validity of applying a provincial privacy law to the personal information practices of Canada's federal political parties. Justice Weatherill's ruling upholds the March 1, 2022 decision of David Loukidelis, KC, acting as Delegate of the BC Office of the Information and Privacy Commissioner. Like Mr. Loukidelis, Justice Weatherill rejected the claims of the federal Liberal, Conservative and NDP parties that their privacy practices are governed solely by the Canada Elections Act (CEA), to the exclusion of provincial legislation, and that PIPA is constitutionally inapplicable to them under the doctrines of paramountcy and interjurisdictional immunity. "The ability of an individual to control their personal information is intimately connected to their individual autonomy, dignity and privacy. These fundamental values lie at the heart of democracy," Justice Weatherill wrote. We congratulate the Centre for Digital Rights and our clients on this important victory for the privacy rights of voters in BC and the most recent judicial affirmation of the essential role that legislation, like PIPA, that protects individuals' control over their personal information, plays in protecting the innate dignity and autonomy of individuals and the integrity of democracy in Canada. --- - Published: 2024-04-26 - Modified: 2024-04-26 - URL: https://www.foglers.com/insights/where-one-door-opens-another-stays-open-parallel-statutory-rights-of-appeal-and-judicial-reviews-in-yatar-v-td-insurance-meloche-monnex/ - Categories: Article The Supreme Court of Canada recently released its highly anticipated decision in Yatar v. TD Insurance Meloche Monnex, providing its latest substantial commentary on judicial review in Canada. The Court endorsed the opportunity for parties to proceed with parallel statutory rights of appeal and judicial review. Despite recent pronouncements about the importance of upholding judicial economy and avoiding multiplicities of proceedings, Yatar leaves the door open for litigants to "fight on two fronts" against administrative decisions in limited circumstances. To Read the full article click here. This article was first published by the Ontario Bar Association's Young Lawyers Division in April 2024. --- - Published: 2024-04-24 - Modified: 2024-04-24 - URL: https://www.foglers.com/insights/overview-of-the-newly-announced-federal-indigenous-loan-guarantee-program/ - Categories: Article Last week's 2024 Federal Budget confirmed the creation of a Federal Indigenous Loan Guarantee program. The newly announced Indigenous Loan Guarantee Program aims to support investment in natural resource and energy projects with potential for increased Indigenous equity ownership in major natural resource and energy projects. The new program will provide up to $5 billion in loan guarantees to unlock access to capital for Indigenous communities to create economic opportunities and support economic development priorities. Loans would be provided by financial institutions or other lenders and guaranteed by the Government of Canada. Borrowers will benefit tremendously from the federal government's credit ratings, which will provide access to better loan terms, including lower interest rates. About loan guarantee programs Government loan guarantee programs typically provide a guarantee to lenders, such as banks or financial institutions for loans extended to businesses or individuals. By providing a guarantee, the government agrees to cover a portion of the lender's losses in the event that the borrower defaults on a loan. The guarantee serves as risk reduction for lenders. The reduced risk encourages lenders to provide loans to borrowers who may not otherwise have access to traditional financing options, larger loan amounts or more favourable interest rates. These programs are favourable to Indigenous individuals and communities as it provides entrepreneurs and businesses the ability to secure loans to start or expand their ventures, or to invest in large-scale projects and obtain equity interest. By facilitating access to capital, loan guarantee programs can help Indigenous communities overcome financial barriers and support a broad range of economic development initiatives. Prior to the federal program announcement, Ontario, Saskatchewan, Alberta and most recently British Columbia have previously established Indigenous Loan Guarantee programs. How will the new program work? The proposed Federal Indigenous Loan Guarantee program recognizes Indigenous governments and their wholly owned and controlled entities as eligible applicants. The program supports projects across Canada and is intended to be sector-agnostic to prioritize economic reconciliation and self-determination while supporting natural resource and energy projects. Natural Resources Canada will manage intake and capacity building, while a new subsidiary of Canada Development Investment Corporation (CDEV) will be established to provide due diligence assistance for applications and to administer the portfolio of loan guarantees. Budget 2024 also proposes to allocate $11. 5 million over two years to Natural Resources Canada for capacity funding and support for Indigenous communities and loan applications, as well as the delivery of the program by CDEV. Approval of the budget is still pending. As such, the Federal government has yet to release more details about when the program will be open for applications and any eligibility requirements, application assessment criteria and reporting requirements, if any. This newsletter will be updated once more information is released. Fogler Rubinoff LLP, and the Indigenous Practice Group would be pleased to discuss how this program can be leveraged for the benefit of your community or business. This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2024-04-17 - Modified: 2024-12-30 - URL: https://www.foglers.com/insights/5-things-canadian-businesses-should-know-about-the-new-eu-artificial-intelligence-act/ - Categories: Article On March 13, 2024, the European Parliament passed the Artificial Intelligence Act1 (the "Act"), marking the arrival of the first comprehensive Artificial Intelligence (AI) law established by a liberal democracy. 2 Like the EU's General Data Protection Regulation (GDPR), introduced in 2018, legal pundits believe the Act could become a global standard, influencing future legislation including Canada's proposed Artificial Intelligence and Data Act. The Act aims to foster trustworthy AI by creating a uniform legal framework regulating the development, placement, service and use of AI Systems (defined below). The Act also strives to promote a human-centric approach focused on protecting fundamental rights. With the growing influence of artificial intelligence across all economic sectors and the Act's extra-territorial reach, this bulletin addresses five things that Canadian businesses should know about the Act. Who does the Act apply to? The Act applies to businesses who develop, place, serve or utilize an 'Artificial Intelligence System' in the EU market. The Act defines an Artificial Intelligence System as "a machine based system designed to operate with varying levels of autonomy and that may exhibit adaptiveness after deployment and that, for explicit or implicit objectives, infers, from the input it receives, how to generate outputs such as predictions, content, recommendations, or decisions that can influence physical or virtual environments" (an "AI System"). The following Canadian businesses may fall within the purview of the Act: businesses developing and/or using AI Systems with operations or clients in the EU; businesses exporting AI-enhanced regulated products or systems used in high-risk areas in the EU; and businesses offering online services that have AI components and are accessible to EU consumers (e. g. , an e-commerce retailer with an AI-based chatbot on its website that transacts with EU consumers). What obligations does the Act impose? The Act adopts a risk-based approach in defining four levels of risk for AI Systems: unacceptable risk, high-level risk, limited risk, and minimal risk. Differing compliance obligations attach to each risk level. 3 Unacceptable Risk AI Systems which pose an unacceptable risk due to their threat to the safety, livelihood and rights of individuals are outright banned. This category encompasses AI applications which: manipulate human behaviour through subliminal or exploitative means; use biometric data and categorisation measures (including facial recognition technology) to identify individuals and/or infer emotion; facilitate social scoring through personal characteristics, socio-economic status, or behaviour; or utilize predictive policing techniques. High Risk High risk AI Systems include those which pose potentially harmful threats or damaging implications to individuals' health, safety, or fundamental rights, and which are required to undergo third-party conformity assessments. AI Systems used in a variety of fields such as health, education, recruitment, critical infrastructure management, law enforcement and justice are likely to fall within the high-risk tier. AI Systems which make determinations affecting individuals access to items such as healthcare, life insurance and/or quantify an individual's financial status (i. e. , credit scores) are also considered high-risk. These AI Systems are to be carefully assessed both before they come to market and throughout their lifecycle. They are also subject to record-keeping requirements and obligations of security, transparency, and human oversight, including: the establishment of a risk management system, with particular consideration given to whether the AI System will adversely impact minors or other vulnerable groups; adherence to suitable data governance and management practices tailored to the AI System's intended purposes; being designed to automatically record events throughout their operational lifespan; being designed in a sufficiently transparent manner to enable users to understand the AI System's functioning (including the provision of instructions for use); and verification by at least two natural persons before a decision based on an AI System's output is implemented. Limited Risk AI Systems Limited Risk AI Systems include AI applications used for creative purposes such as generating or manipulating text (e. g. , chatbots/chat assistants), video, or sounds. These systems are subject to transparency obligations aimed at informing users they are interacting with an AI System. Additionally, AI generated outputs must include identifying marks, such as a labels or watermarks, denoting that they are artificially generated. Canadian businesses that use chatbots on their websites will be subject to the Act and should become familiar with their compliance obligations. Minimal Risk AI Systems Minimal Risk AI systems are unregulated and include AI applications used purely for entertainment, such as video games, or for routine applications such as spam filters. The European Commission anticipates that most AI applications will fall within this category. What penalties does the Act impose? The Act imposes significant monetary penalties for non-compliance, including (whichever is higher): up to 7% of global revenue or €35m for prohibited AI violations; up to 3% of global revenue or €15m for non-compliance with record-keeping obligations4 ; and up to 1. 5% of global revenue or €7. 5m for supplying incorrect or misleading information. The Act also provides the European AI Office, a new EU level regulator established under the Act, discretion to apply administrative fines on a case-by-case basis (utilizing guiding factors). Although the Act caps fines for startups and SMEs, it is important for businesses of all sizes to ensure a full understanding of their obligations under the Act and establish processes to ensure compliance. When will compliance obligations take effect? The Act is expected to come into force in May 2024, with the following application timelines to take effect: 6 months following entry into force (estimated November 2024) - regulations regarding prohibited AI Systems (i. e. , systems posing an unacceptable risk) take effect; 12 months following entry into force (estimated May 2025) - regulations regarding GPAI models take effect; 24 months following entry into force (estimated May 2026) - regulations for high-risk AI Systems under Annex III5 of the Act take effect; and 36 months following entry into force (estimated May 2027) - regulations for high-risk AI Systems under Annex II of the Act take effect. What can my business do now to prepare? As AI regulations become more prominent, businesses should consider taking the following steps to comply with the Act (and future legislation): determine if the Act applies to your business;6 understand compliance requirements; develop frameworks and policies to ensure compliance; and develop an AI governance strategy that aligns with your business objectives. ______________ 1 View the full text of the Act here. 2 In July 2023, China introduced rules regarding generative AI, which came into force in August 2023. 3 The Act also imposes separate compliance obligations (with a focus on transparency) in respect of General Purpose AI (GPAI) models, defined as AI models i) trained with a large amount of data using self-supervision at scale, ii) capable of competently performing a wide range of distinct tasks, and iii) which can be integrated into a variety of downstream systems or applications. A discussion of GPAI models and their compliance obligations is beyond the scope of this bulletin. 4 See Article 71 of the Act. 5 Annex II and III are detailed guidelines that assist with understanding and applying the act. They cover technical definitions, detail compliance requirements and list specific provisions for the various categories of high-risk AI Systems. Annex II lists EU legislation that is harmonized with the AI Act, covering sectors like machinery, medical devices, and toys. Annex III provides a detailed list of the various high-risk AI Systems, covering areas such as biometric identification and critical infrastructure management. 6 To assist in determining if the Act applies to your business' AI System, visit the EU AI Act Compliance Checker here. --- - Published: 2024-04-17 - Modified: 2024-04-17 - URL: https://www.foglers.com/insights/navigating-canadas-igaming-landscape/ - Categories: Article Don Bourgeois share his perspective with Gambling. Re on how Ontario's pioneering "conduct and manage" iGaming model has sparked a national trend. In the article, Don discusses Ontario's pioneering approach, its nationwide influence, and the legal challenges shaping the business of online gambling in Canada. The iGaming sector has continued to evolve in Canada, primarily in Ontario but also with interest in a competitive, regulated market expanding outside the province of Ontario. Ontario’s launch of a regulated market under Canada’s unique “conduct and manage” model in April 2022 has exceeded expectations. Channelization from the “grey market” to the regulated market is over 85% with the International Betting Integrity Association estimating it to be at 92% for sports wagering. To read the full article click here. --- - Published: 2024-03-14 - Modified: 2024-03-14 - URL: https://www.foglers.com/insights/u-s-federal-court-ruling-casts-uncertainty-on-new-corporate-transparency-act/ - Categories: Article The U. S. Corporate Transparency Act (CTA) has been ruled unconstitutional just two months after it took effect. The U. S. Federal District Court in Alabama declared on March 1, 20241 that Congress lacks the federal jurisdiction to regulate the new mandatory beneficial ownership reporting requirements that came into force on January 1, 2024. These requirements are estimated to impact more that 32 million small businesses across the U. S. The CTA is part of a global effort to improve corporate transparency and combat financial crimes such as tax evasion, money laundering and terrorist financing.   In recent years, similar initiatives to unmask private corporate ownership have emerged in the U. K. , Europe and Canada. These generally require private companies to maintain a register of individuals with significant control (ISCs), typically individuals with 25% or more beneficial ownership or control.   In some jurisdictions, there is a mandatory requirement to report ISC information to a government agency, such as the Financial Crimes Enforcement Network (FinCEN) in the U. S. , where access to information reported is limited to certain government agencies and is not subject to Freedom of Information requests.   Certain Canadian jurisdictions go one step further by mandating such corporate ownership to be made publicly available online. This public disclosure requirement took effect in January 2024 for federally incorporated companies under the Canada Business Corporations Act (CBCA). Quebec had already implemented public filings last year and British Columbia is planning to do so in 2025. Penalties for non-compliance can be severe, including fines of up to $1 million and potential jail time for directors and officers of CBCA companies providing false or misleading information. The March 1st ruling by the U. S. Federal District Court held that the CTA violates the Constitution's limits by interfering with state incorporation practices. As a result, FinCEN has stated that it will not enforce the CTA against the plaintiffs, the National Small Business Association, or its more than 65,000 businesses located in all 50 states across the U. S. However, other businesses remain subject to the CTA.   While the U. S. Justice Department filed an appeal of the decision on March 11, 2024, further legal challenges are anticipated in the U. S. The outcome of these legal battles may prompt policymakers globally to reevaluate their approaches to corporate transparency and disclosure regulations. It remains to be seen whether the winds of uncertainty in the U. S. will have any impact on the climate of the more stringent Canadian private company disclosure regime. ________________________________________ 1 See National Small Business United et al v. Yellen et al, No. 5:2022cv01448 - Document 51 (N. D. Ala. 2024) This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2024-03-11 - Modified: 2024-03-11 - URL: https://www.foglers.com/insights/employee-incentives-part-i-an-overview-of-stock-options-and-other-equity-based-compensation/ - Categories: Article The following bulletin provides an overview of a number of equity-based compensation mechanisms including stock options, restricted share units and deferred share units. Equity-based compensation plans are subject to complex tax and securities law considerations. Businesses should consult with a lawyer before implementing equity-based incentives. 1) Stock Options What is a Stock Option? A stock option provides an individual, such as an employee, insider, director, or other service provider (the "Recipient"), the right to purchase a share of the company granting the stock option, at a predetermined price in the future (the "Exercise Price") before the option's expiration date (discussed further below). If share price appreciation occurs, a Recipient can profit by "exercising" their options, meaning that the Recipient will use their right to purchase company shares at the Exercise Price and sell the shares at some point in the future. The Recipient's "profit" is equivalent to the difference between the Exercise Price and the fair market value ("FMV") of the shares when sold. What is a Stock Option Plan? A stock option plan governs the issuance of options from a pool of stock options by the granting company. Issuing stock options allows businesses of all sizes — from start-ups to established public companies — to attract, motivate, and retain employees. In the private company/start-up context, companies can offer stock options as a method of supplementing employees' compensation to attract top talent. In the public company context, stock options are considered a strong compensation incentive as they provide the Recipient with the possibility of owning shares in the granting company at a discounted rate compared to buying shares directly from the market. A carefully planned stock option plan can align employees' motivations with shareholder expectations as the employee is rewarded based on company growth and stock price appreciation. Vesting Period Stock options act as a powerful incentive if they are aligned with the medium or long-term goals of the granting company. To align incentives between Recipients and the granting company, stock options usually contain vesting periods, which refer to the periods of time between the stock options' grant date and the date the Recipient earns the stock options. A Recipient cannot exercise an option until it has vested. Traditionally, vesting periods are created in reference to the passage of time, the achievement of a specific goal, or both the passage of time and the achievement of a goal. A company's vesting period should be strategically aligned with the reason for issuing stock options. If the vesting period is too short, the granting company may be giving away equity without achieving its strategic goals. Conversely, if the vesting period is too long, the Recipient may view the stock options as unachievable, creating a disconnect with the company's strategic goals. Size of Option Pool and Participating Share Classes Typically, a company will reserve approximately ten percent of its total shares outstanding, for the purposes of a stock option plan (the "Option Pool"). It is important to consider how many shares will be reserved for issuance. Too many stock options being exercised in a short time will have a diluting effect on existing investors. A company issuing stock options will also have to decide what type of shares will be eligible for issuance (participating shares can be voting or non-voting). If a company has multiple classes of shares, the company must determine whether options should have their own class of shares and whether the class of shares should have similar rights to the company's other classes of shares. 2) Restricted Share Units What is a Restricted Share Unit? A restricted share unit ("RSU") represents a contingent right to receive shares, or cash compensation equal to the value of shares, in the granting company. Unlike stock options, RSUs typically do not have an Exercise Price, as they are settled into shares in accordance with time-based and continued employment vesting conditions. The holder of an RSU is not considered to be the beneficial owner of the underlying shares until the RSUs have vested and shares have been issued in settlement of the RSUs (the "Settlement Date"). As such, the employee would not be entitled to voting, dividend or other shareholder rights until the Settlement Date. 3) Deferred Share Units What is a Deferred Share Unit? A deferred share unit ("DSU") is a particular form of RSU which meets prescribed conditions under the Income Tax Act (Canada), as further described below. DSUs represent a right to receive payment (via shares purchased on the open market or cash) based on the FMV of the shares of the granting company. DSUs are only realized after an employee's death, retirement or loss of office or employment (the "Triggering Event"). As a result, DSUs are typically granted to directors and senior executives; employees usually prefer an earlier realization, such as through RSUs. Specifically, to qualify as a DSU, a DSU plan must meet the following requirements of Income Tax Regulation 6801(d): There must be an agreement between the employee and employer pursuant to which the employee becomes entitled to DSUs, attributable to their duties of an office or employment; all amounts to be received under the arrangement after the occurrence of the Triggering Event must be received no later than the end of the first calendar year (i. e. , December 31) commencing after the Triggering Event; and the amount paid to the employee under the arrangement must depend on the FMV of the shares of the employer, determined at a time within the period that commences one year before the Triggering Event and ends at the time the amount is received. Conclusion Stock options, restricted share units, and deferred share units can serve as powerful tools to attract, motivate, and retain individuals that are vital to a company's success. However, they must be considered in light of tax considerations which will be further discussed in our upcoming Employee Incentives Part II bulletin. The above information only provides a brief summary of certain types of equity-based compensation. Members of the Securities and Business Law Groups at Fogler, Rubinoff LLP would be pleased to discuss how equity-based compensation plans may be suitable for your business. This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2024-03-07 - Modified: 2024-03-08 - URL: https://www.foglers.com/insights/superior-court-finds-employers-cannot-terminate-at-any-time/ - Categories: Article Over the years, we have reported on the enforceability of termination clauses (or lack thereof in most cases). Just when we thought all possible arguments had been exhausted and considered by the courts, the superior court surprised us with yet another new ground to render termination clauses unenforceable. In the matter of Dufault v The Corporation of the Township of Ignace 2024 ONSC 1029 ("Dufault"), the Court considered several arguments (most of which are debated and considered regularly) with respect to the enforceability of a termination clause within a fixed-term employment agreement but a novel argument presented itself amidst the usual ones. The plaintiff argued (among other things) that the termination clause in her agreement was unenforceable because it gave the employer "sole discretion" to terminate her employment "at any time", which is very common wording in employment agreements. The plaintiff argued that the termination clause misstated the ESA when it purported to have "sole discretion" to terminate the plaintiff's employment "at any time", when the ESA prohibits the employer from doing so in certain circumstances. The court accepted the argument, and took issue with the words "sole discretion" and "at any time" in the employment agreement and determined that: " Thirdly, the plaintiff submits that Article 4. 02 misstates the ESA when it gives the employer "sole discretion" to terminate the employee's employment at any time. I agree with this submission. The Act prohibits the employer from terminating an employee on the conclusion of an employee's leave (s. 53) or in reprisal for attempting to exercise a right under the Act (s. 74). Thus, the right of the employer to dismiss is not absolute. " The result was a finding that the termination clause was not enforceable. Given that most employment agreements contain the same or similar wording, this decision will likely have a significant impact on employers and employees alike as the often-used words "sole discretion" and "at any time" might render the clauses unenforceable, which means the common law will apply. If this case is followed, its reasoning will sound the death knell of many termination clauses in Ontario. What does this mean for employers? Termination provisions within existing employment agreements may now be unenforceable based on Dufault. Employers should promptly reach out to their employment counsel for review of their current employment agreements. This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2024-02-22 - Modified: 2024-12-19 - URL: https://www.foglers.com/insights/federal-guidance-on-disclosure-obligations-fighting-against-forced-labour-and-child-labour-in-supply-chains-act/ - Categories: Article Further to our client bulletin, New Reporting Obligations: Fighting Against Forced Labour and Child Labour in Supply Chains Act, released on November 21, 2023, the Government of Canada has provided additional guidance ("Guidance") that will help reporting entities comply with their obligations to report on the prevention of forced and child labour within their supply chains. Overview of the Act On January 1, 2024, the Fighting Against Forced Labour and Child Labour in Supply Chains Act (Canada) (the "Act") came into force, requiring many Canadian businesses, businesses with connections to Canada, and federal government institutions to disclose their polices relating to the prevention of forced labour and child labour in their supply chains. The Act requires a business designated as a "reporting entity" to complete an online questionnaire, file a report with the Ministry of Public Safety Canada, and publish the report to the reporting entity's website, prior to May 31 of each year, if it satisfies the two tests below: A business is designated as an "entity" and may be required to submit a report if it is a corporation or a trust, partnership or other unincorporated organization that is either: listed on a Canadian stock exchange (if so, proceed directly to (2)); or does business, has a place of business or has assets in Canada and, in either of its two most recent financial years, has met or exceeded any two of the following size thresholds based on its consolidated financial statements: $40 million in revenue, $20 million in assets, or 250 employees; and An "entity" is a "reporting entity" and must submit a report if it produces, sells, or distributes goods in Canada or elsewhere and/or imports goods into Canada (or controls any entity that does so). Application of the Act Determining a Business Presence in Canada To determine whether the entity has a "place of business", "does business", or "has assets", the ordinary meaning of the words and the criteria applied by the Canada Revenue Agency for tax and employment related purposes should be used. Notably, the Guidance provides that doing business in Canada does not require having a place of business in Canada. Thresholds for Assets, Revenue, and Employees In relation to size thresholds (assets, revenue, and employees), the Guidance confirms: Each threshold shall be based on consolidated financial statements (i. e. the calculation includes all entities controlled by the reporting entity and excludes any entity that controls the reporting entity) and calculated in Canadian dollars based on total (global) amounts, meaning the calculation should include Canada and any other jurisdiction where the business has assets, revenue, and employees. Assets must be calculated on a gross basis, and not a net basis, while also noting that assets may include intangibles such as goodwill. The definition of "employee" does not include independent contractors. Meaning of Producing, Selling, Distributing, and Importing Goods The Act specifies that the "production of goods" includes the manufacturing, growing, extracting, and processing of goods, but the terms "selling, distributing, and importing" are not explicitly defined. The Guidance provides that the terms are not intended to capture services (marketing, administrative services, financial services, etc. ) that solely support the production, sale, distribution, or importation of goods. An entity is "importing goods" into Canada if the entity is responsible for accounting for those goods under the Customs Act. The word "goods" refers to goods that are the subject of trade and commerce, understood in the ordinary sense of the word. There is no prescribed threshold for the minimum value of goods that an entity must produce, sell, distribute, or import for the Act to apply. However, the Guidance confirms that terms as they are used in the Act should be understood as excluding very minor dealings. Overview of the Reporting Process If a business is a "reporting entity", it must complete the following steps of the reporting process ahead of the May 31 deadline: Prepare a Report - reporting entities must develop a report that meets all requirements of the Act. Approval and Attestation - the report must receive approval from the appropriate governing body or bodies who have the legal authority to bind the entity or entities (in the case of a corporation, the board of directors). The attestation should follow the form provided in the Guidance. It must be signed and included in the final PDF version of the submitted report. Complete Online Questionnaire - includes a series of open and closed-ended questions that address each of the requirements under the Act. Upload Completed Report - at the end of the questionnaire, entities must upload their attested report. Publish Report to Entity's Website - entities must publish their submitted report in a prominent place on their website. A copy of the report uploaded through the questionnaire will be made publicly available by Public Safety Canada. Additionally, federally incorporated entities under the Canada Business Corporations Act must provide the report to its shareholders, along with its annual financial statements. Report Content As discussed in our previous article, the report must include the required information in section 11 of the Act, which must reference the activities taken by an entity during its previous financial year (the financial year ending no later than the May 31 deadline). Regarding the report content, the Guidance explains: The purpose of the reporting is not to certify that an entity is "risk-free," but rather to demonstrate that the entity has taken steps to identify and address risks. The reporting process is intended to encourage transparency, not to penalize entities for having identified risks in their activities and supply chains. The expectation is that entities will describe the concrete steps they are taking to prevent forced/child labour rather than provide solely aspirational statements. Entities can mention action plans, but the report itself is not intended to serve as a plan or mission statement. Entities should not disclose commercially sensitive information or report on specific cases or allegations of forced labour or child labour in a manner that would create legal or privacy concerns. The Guidance notes that when preparing a report, entities can use the same information and structure provided in the questionnaire, although this is not required. Since the report will be a public-facing document, entities should use simple and clear language in their responses to make their report accessible. Questionnaire Prior to an entity submitting a report, a questionnaire must be completed. The questionnaire consists of mandatory and optional questions. The Guidance strongly encourages entities to answer optional questions. The first set of questions, identify the entity and how it meets the test to be a reporting entity. The remaining questions relate to the required information to be provided by the entity in the report (the questionnaire can be accessed here). Joint Reports An entity can submit a joint report to include its own actions and those of any entities it controls (i. e. , its subsidiaries), or that covers multiple entities belonging to the same corporate group. The Guidance provides that a joint report should only be submitted if the information provided generally applies to all entities covered by the report. If two or more entities decide to file a joint report, the reporting entity must also describe the steps that the controlled entities have taken to reduce risks of forced/child labour. A joint report should not be submitted in cases where entities have risk profiles, policies or have taken actions that diverge significantly and in a way that would make it difficult to prepare a report accurately describing all entities. Where the information applicable to each entity differs significantly, each entity is urged to submit its own report and to complete the online questionnaire separately. Next Steps The May 31 reporting deadline is quickly approaching. Federally incorporated corporations under the Canadian Business Corporations Act may need to provide the report to shareholders earlier, along with its financial statements, if the annual general meeting is scheduled prior to the May 31 deadline. Entities are encouraged to proactively collaborate with advisors and suppliers to develop reports. Members of the Securities and Corporate Group at Fogler, Rubinoff LLP would be pleased to help your business navigate the Act's disclosure requirements. This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2024-02-13 - Modified: 2024-03-16 - URL: https://www.foglers.com/insights/modernizing-the-distribution-of-prospectuses-canadian-securities-administrators-approve-electronic-delivery/ - Categories: Article 1. Overview January 11, 2024, the Canadian Securities Administrators (the "CSA") published its final amendments and changes to implement an "Access-Equals-Delivery" model (the "AED Model") to generally permit the electronic delivery of prospectuses in Canada for non-investment fund reporting issuers, including venture issuers, bidding farewell to mandatory printed prospectuses. The AED Model is set to come into force on April 16, 2024, subject to receiving regulatory and ministerial approvals. A copy of the CSA's publication can be accessed here. 2. Background The AED Model follows the CSA's consultation paper published on January 9, 2020, and proposal issued on April 7, 2022, and associated comment periods that sought feedback on permitting reporting issuers to deliver prospectuses and certain continuous disclosure documents, electronically. "Access-Equals-Delivery" models have been prevalent in U. S. prospectus offerings for many years. 3. What is the purpose of the AED Model? The AED Model puts Canada on par with existing rules and practices of other major securities markets, such as the United States, and embraces the expansion towards electronic consumption of information. Additionally, the AED Model is a response to the widespread opinion that investors do not wait for, nor rely upon, paper delivery of a prospectus to inform their investment decisions. Prior to the AED Model, Canadian securities laws required reporting issuers to physically deliver prospectuses to investors. As a result, reporting issuers incurred significant printing and postage costs in order to comply with Canadian securities legislations. The AED Model will transform the process of prospectus delivery in Canada by enabling a paperless approach and electronic filing for streamlined delivery under securities laws. Issuers will be able to save on significant printing and mailing costs, while investors can enjoy a timely and eco-friendly delivery of information by embracing this paper-saving approach. 4. What does the AED Model apply to? The AED Model applies to most prospectus offerings, including long-form prospectuses, short form prospectuses, preliminary prospectuses, shelf prospectuses, prospectus supplements, and post-receipt pricing prospectuses; The AED Model does not apply to rights offerings, medium-term note offerings, and other continuous distributions under a shelf prospectus; If the AED Model is used, prospective purchasers or purchasers still have the ability to request a copy of a preliminary prospectus or final prospectus in electronic or paper form and be provided without charge. Final prospectuses must be sent within two business days from the date of request; A dealer may rely on the AED Model to satisfy, or be exempt from, the requirement under securities legislation to deliver or send a prospectus and any amendment; A news release containing information relevant to the applicable offering may also include the information required under the AED Model; and The CSA has removed the two-day time limit within which an issuer or dealer must send a copy of the preliminary prospectus if requested by a prospective purchaser in accordance with securities legislation. 5. What does delivery under the AED Model look like? Instead of requiring the delivery of a paper copy of a prospectus to investors, the AED Model allows (but does not require) reporting issuers to satisfy their delivery requirements by: filing the prospectus on System for Electronic Document Analysis and Retrieval ("SEDAR+"); and in the case of a final prospectus, filing the final prospectus and any amendment on SEDAR+ and issuing and filing a news release on SEDAR+ with the following required information: in the title of the news release, that the document is accessible through SEDAR+; that access to the document is provided in accordance with securities legislation relating to procedures for providing access to a prospectus and any amendment; that the document is accessible at www. sedarplus. ca; the securities that are offered under the document; and the following statement: "An electronic or paper copy of the final prospectus and any amendment may be obtained, without charge, from by providing the contact with an email address or address, as applicable. " British Columbia, Québec, and New Brunswick have structured the AED Model to be an exemption from the delivery obligation, as this approach better aligns with the legislative authority in those jurisdictions, while in all other jurisdictions the AED Model is structured to satisfy the delivery obligation under securities legislation. In each instance, the AED Model intends to provide investors with electronic access to a final prospectus or preliminary prospectus, as applicable. 6. Does the AED Model alter withdrawal rights? The AED Model will alter the withdrawal rights that were previously available to investors under certain provincial securities laws. Historically, withdrawal rights available to investors under certain securities laws like Ontario, expired at midnight on the second day after the investor received the prospectus. In the event an investor agreed to purchase additional securities in the offering after the two-day period had passed, the investor would not have had a withdrawal right for those additional securities. Under the AED Model, investors may now exercise their withdrawal rights within two business days on the later of the date on which: the prospectus was filed on SEDAR+ and the associated news release was issued; and the investor entered into an agreement to purchase the security. As such, if an investor agrees to purchase additional securities, the withdrawal period may commence when the additional purchase agreement was entered into. The CSA has clarified that a request for a paper or electronic copy of a prospectus by an investor will not impact the duration of the investor's withdrawal rights. 7. Does the AED Model establish different requirements for news releases related to shelf distributions and post-receipt pricing (PREP) prospectuses? The AED Model brings forward a distinct approach for shelf prospectuses and post-receipt pricing (PREP) prospectuses than prospectuses generally. Namely, rather than requiring that the prospectus is electronically available at the same time a news release is issued for a shelf or PREP prospectus, the AED Model allows the news release to include a forward-looking statement that the prospectus will be available on SEDAR+ within two business days. The CSA acknowledges that under certain circumstances, an issuer may, prior to the filing of the final prospectus, issue a news release disclosing material information with respect to the offering. For example, a news release is commonly issued immediately after pricing is determined for shelf prospectuses and PREP prospectus offerings. Subsection 6. 4(2) of National Instrument 44-102 and section 4. 8 of National Instrument 44-103 impose prescribed time limits for filing a shelf prospectus supplement and supplemented PREP prospectus, respectively, once the offering price of the securities to which the document pertains is determined. In light of the specified time constraints on filing shelf prospectus supplements and supplemented PREP prospectuses, the CSA holds the opinion that, under the AED Model, it is appropriate to allow the prescribed news release to be issued within two business days before the date the document is filed. The AED Model also permits the reporting issuer to satisfy the news release requirements by filing only a single news release. 8. Does the AED Model have any impact on marketing and road shows? The AED Model requires that all marketing communications, including road shows, refer to the final prospectus or amendment as being available on SEDAR+ for any offering that relies on the AED Model for delivery. 9. Future Developments The CSA considered extending the AED Model to continuous disclosure documents; however, there were investor protection concerns amongst stakeholders. As a result, the paperless delivery remains exclusive to prospectuses. In due course, we may see a revised AED Model for continuous disclosure documents for stakeholder evaluation and comment. The Ontario Securities Commission Statement of Priorities for 2024-2025 indicates that this could happen as soon as the end of fiscal 2024. 10. Conclusion The AED Model is a welcomed development for the Canadian capital markets landscape and is consistent with the prevailing shift towards electronic disclosure consumption. From a reporting issuer's perspective, the AED Model significantly cuts down costs relating to printing and postage and eliminates the regulatory burden to deliver hard copies of a prospectus to each and every investor. From an investor's perspective, the AED Model provides timely and efficient access to information through SEDAR+ while still allowing for the distribution of paper copies of prospectuses for investors who prefer paper copies. Lastly, from an environmental perspective, the AED Model brings forth the possibility of saving a substantial quantity of paper and reduction of carbon emissions associated with mailing. If you would like to discuss the AED Model or for any further information, please contact any member of our Securities and Capital Markets Group --- - Published: 2024-02-09 - Modified: 2024-02-09 - URL: https://www.foglers.com/insights/success-before-the-scc-in-a-landmark-constitutional-case-with-respect-to-indigenous-peoples-inherent-jurisdiction-over-their-children/ - Categories: Announcement On February 9, 2024, the SCC released its decision in Attorney General of Québec, et al. v. Attorney General of Canada, et al. , an appeal of a Quebec reference case relating to the constitutionality of An Act respecting First Nation, Inuit and Metis children, youth and families (the "Federal Act"). Katherine Hensel and Kristie Tsang of Fogler, Rubinoff LLP acted for the intervener, Inuvialuit Regional Corporation (IRC), offering an Inuit and territorial perspective to the legal issues before the SCC. The Court upheld the Federal Act in its entirety as constitutional, including the Federal Act's: imposition of national standards in the delivery of child and family services; acknowledgement and affirmation of Indigenous Governing Bodies' inherent right to self-government and legislative authority over children and family service; designation of Indigenous laws as having the force of federal law; and declaration of the paramountcy of the Indigenous laws over provincial laws, in the case of inconsistency. This is a successful result for IRC's child wellbeing law, Inuvialuit Qitunrariit Inuuniarnikkun Maligaksat, which will ensure that Inuvialuit children, youth, and families are supported wherever they live, for the benefit of Inuvialuit and Inuvialuit culture, and to mitigate and prevent the documented harm caused by non-Inuvialuit and non-Indigenous child welfare practices. This is also welcome news for our Indigenous clients currently engaged in developing their own child wellbeing laws or participating in coordination agreement discussions. While the SCC refrained from commenting directly on the existence, scope, and extent of a s. 35 Aboriginal right to self-government, it confirmed that it remains open to Parliament to do so and act in accordance with that position. Stay tuned for an article on what this means going forward for Indigenous governing bodies and the child and family services sector. --- - Published: 2024-01-12 - Modified: 2024-01-12 - URL: https://www.foglers.com/insights/tsx-venture-exchanges-accelerated-listing-process-tsxv-passport-listing-process/ - Categories: Article On December 13, 2023, the TSX Venture Exchange ("TSXV") announced that the new TSXV Passport Listing Process (the "TSXV Passport System") is now available, offering eligible advanced applicants an expedited route to listing on the TSXV. The TSXV Passport System was introduced as result of the TSXV's Venture Forward initiative aimed at creating faster pathways for entrepreneurs to go public, raise capital, and achieve liquidity while upholding TSXV listing standards. The TSXV Passport System is designed to fast-track the listing of advanced applicants meeting specified criteria. TSXV Passport System Eligibility To be eligible for the TSXV Passport System, applicants are required to: Meet initial listing requirements within Policy 2. 1 of the TSXV's Corporate Finance Manual, without requiring waivers; Meet the minimum working capital & financial resources threshold of $500,000 in unallocated funds; and, Either: complete a minimum $10 million majority arm's length equity financing in connection with the listing application; or have a market capitalization of at least $50 million at the time of listing, and: have a minimum of $5 million of revenue in the most recent financial year, or complete a majority arm's length equity financing representing not less than 10% of the number of issued and outstanding shares at the time of listing. TSXV Passport System Listing Process To list on the TSXV via the TSXV Passport System, an applicant is required to: Prepare a pre-filing letter, evidencing the applicant's ability to meet the TSXV Passport System eligibility requirements, and attend a pre-filing meeting with the TSXV (eligibility will be determined within three business days of the pre-filing meeting); File a TSXV Passport System application consisting of the same documents as all other listing applications on the TSXV (including a draft disclosure document, financial statements to be included in the disclosure document, completed Form 2J Securityholder Information, etc. ), as well as a detailed submission letter requesting that the application be reviewed using the TSXV Passport System and outlining the relevant eligibility criteria; and Respond to the TSXV's first comment letter, which the TSXV provides on an expedited basis, and subsequently take any action deemed necessary by the TSXV to complete the review process. Applications received via the TSXV Passport System will be subject to the standard listing fees, as set out in the TSXV Corporate Finance Manual. Due to the expedited process, applicants pursuing the TSXV Passport System must be at an advanced stage of due diligence and file readiness, by having all documents prepared early in the process pursuant to the TSXV Passport System requirements. Applicants that have prolonged response times to TSXV staff, or material challenges in meeting TSXV listing requirements, may have their eligibility for the TSXV Passport System reviewed. As a result of the TSXV Passport System, eligible applicants should experience increased efficiencies, faster transaction timelines, and reduced costs. Members of the Capital Markets Group at Fogler, Rubinoff LLP would be pleased to discuss how the TSXV Passport System may be suitable for your business. This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2024-01-12 - Modified: 2024-01-12 - URL: https://www.foglers.com/insights/modernizing-canadas-modern-approach-to-foreign-judgments/ - Categories: Article In this paper, Young Park and Alexander Evangelista review the modern approach to enforcing foreign judgments in Canada and make the case for a much-needed expansion of the defences. This is a pre-copy edited, post-peer reviewed version of the Contribution accepted for publication in the Advocates' Quarterly. Reproduced by permission of Thomson Reuters Canada Limited. MODERNIZING-CANADAS-MODERN-APPROACH-TO-FOREIGN-JUDGMENTSDownload --- - Published: 2023-12-20 - Modified: 2024-07-14 - URL: https://www.foglers.com/insights/time-for-change-the-future-of-consumer-protection-in-ontario/ - Categories: Article Consumer Protection is due for an upgrade. The law has been unchanged for the better part of 20 years. The current law, the Consumer Protection Act, 2002, ("CPA") is not without its flaws and can be quite confusing. The goal of the CPA is to "support a fair and competitive marketplace where consumers can make their own choices without being subject to unfair business practices. " However, it is somewhat bulky and is not reader friendly, with rights and obligations divided by type and industry. The intention of the CPA and its impact can often end up in a conflict, impeding business and setting unrealistic expectations on all parties. Time for Change The Future of Consumer Protection in OntarioDownload Republished with permission from the Winter 2023 issue of The Ontario Dealer magazine. This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2023-12-07 - Modified: 2023-12-07 - URL: https://www.foglers.com/insights/access-to-units-for-common-element-work-a-helpful-clarification-for-boards-managers-and-owners/ - Categories: Article In the Fall Issue of CondoBusiness Magazine, David Thiel outlines what happens when the purpose of access to a condominium unit is less clear or more unusual. https://issuu. com/riccardo11/docs/condo_fall_2023_lr/40 --- - Published: 2023-11-21 - Modified: 2023-11-24 - URL: https://www.foglers.com/insights/new-reporting-obligations-fighting-against-forced-labour-and-child-labour-in-supply-chains-act/ - Categories: Article On January 1, 2024, the Fighting Against Forced Labour and Child Labour in Supply Chains Act (Canada) (the "Act") will come into force, requiring many Canadian businesses, businesses with connections to Canada, and federal government institutions to disclose their polices relating to the prevention of forced labour or child labour in their supply chains. Overview The purpose of the Act is to implement Canada's international commitment to contribute to the fight against forced labour and child labour through the imposition of reporting obligations on certain government institutions and entities producing goods in Canada or elsewhere or importing goods produced outside of Canada. The Act requires an entity or government institution to file an annual report (a "Report") with the Minister of Public Safety (the "Minister") no later than May 31 of each year, starting on May 31, 2024. The Report must disclose, among other items, the steps taken during its previous financial year to prevent and reduce the risk that forced labour or child labour is used at any step of the production of goods in Canada or elsewhere by the entity or of goods imported into Canada by the entity. A Report must be approved by an entity's or government institution's governing body and published in a prominent place on the entity's or government institution's website. The Act provides broad investigatory powers to designated persons where verifying compliance with the Act is necessary, and non-compliance may result in a fine up to C$250,000. Is the Act Applicable to you? For the purposes of the Act, "entity" is defined as a corporation, trust, partnership, or other unincorporated organization that: a. is listed on a stock exchange in Canada; b. has a place of business in Canada, does business in Canada or has assets in Canada and that, based on its consolidated financial statements, meets at least two of the following conditions for at least one of its two most recent financial years: it has at least $20 million in assets, it has generated at least $40 million in revenue, and it employs an average of at least 250 employees; or c. is prescribed by regulations. The reporting obligations apply to any entity (a) producing, selling or distributing goods in Canada or elsewhere; (b) importing into Canada goods produced outside of Canada; or (c) controlling an entity engaged in any activity described in (a) or (b). Reporting Obligations On or prior to May 31 of each year, the Act requires that an entity or government institution submit a Report to the Minister on the steps that the entity or government institution has taken during its previous financial year to prevent and reduce the risk that forced labour or child labour is used at any stage during its production of goods in Canada, production of goods elsewhere, or goods imported into Canada. The Report must also include the following information about the entity or government institution: its structure, activities and supply chains; its policies and due diligence processes in relation to forced and child labour; the parts of its business (or activities if it's a government institution) and supply chains that carry a risk of forced or child labour being used and the steps it has taken to assess and manage that risk; any measures taken to remediate forced or child labour; any measures taken to remediate the loss of income incurred by vulnerable families that results from any measure taken to eliminate the use of forced or child labour from its activities and supply chains; the training provided to employees on the subject of forced and child labour; and the process for assessing its effectiveness in ensuring that forced and child labour are not being used in its activities and supply chains. The Report must be approved by the entity's governing body, which is generally the board of directors. Where there is more than one entity, a joint Report may be submitted. The joint Report must be approved by the governing body of each entity included in the report or by the governing body, if any, that controls each entity included in the Report. Currently, there are no requirements as to the form of the Report. However, in the future the Minister may specify the form requirements in a manner that the Minister considers appropriate. The United Kingdom and Australia have legislation similar to the Act, which may be helpful in establishing the form of the Report. Public Disclosure The head of every entity or government institution must make the Report available to the public, including by publishing it in a prominent place on its website. Additionally, if the entity is incorporated under the Canada Business Corporations Act, or any other federal Act, the Report must be provided to each shareholder, along with its annual financial statements. After the Report is submitted to the Minister, the Report will also be made available to the public as part of a registry on the Department of Public Safety and Emergency Preparedness. Enforcement Designated persons under the Act will be given broad powers, including but not limited to, entering any place where such designated person has reasonable grounds to believe there is anything to which the Act applies or any document relating to the administration of the Act, examining, copying and removing anything from a place for the purposes of verifying compliance with the Act. The Minister may require the entity to take any measures that the Minister considers to be necessary to ensure compliance with the Act. Every person or entity that fails to provide a Report, fails to assist a designated person to exercise their powers, fails to comply with an order made by the Minister, or obstructs a designated person from exercising their powers, is guilty of an offence punishable on summary conviction and liable to a fine of not more than $250,000. For prosecution of an offence described above, it is sufficient proof of the offence to establish that it was committed by an employee, agent, or mandatary of the accused, regardless of whether the employee, agent, or mandatary is identified or has been prosecuted for the offence, unless the accused establishes that they exercised due diligence to prevent its commission. How to Prepare for the May 31 Deadline If the Act applies to you, consider proactively taking the following steps: evaluate and collect information about the company's business activities and supply chain; compile or create policies relating to the prevention of forced and child labour (i. e. staff training and measures to remediate forced and child labour); design due diligence procedures and perform due diligence on the various elements in your supply chain (i. e. sourcing and procurement, manufacturing, and logistics); and implement protections within your contracts when contracting with partners in your supply chain, such as the use of representations, warranties, and covenants. The May 31 deadline to submit Reports is quickly approaching. It is advised that businesses proactively collaborate with advisors and suppliers to collect supply chain information required for disclosure. Members of our Capital Markets Group at Fogler, Rubinoff LLP would be pleased to discuss how the new disclosure requirements may impact your business. This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2023-11-03 - Modified: 2023-11-03 - URL: https://www.foglers.com/insights/when-is-income-part-of-mitigatory-earnings/ Hot off the press! Paul Schwartzman's chapter on "When is Income Part of Mitigatory Earnings? " is published in LexisNexis Canada's Mitigation in Ontario Employment Law. About the Publication Mitigation is a key element of many employment law cases. From wrongful and constructive dismissal actions to human rights complaints, practitioners must consider the duty to mitigate and the impact it may have on their clients’ entitlements and liabilities. While at first glance, mitigation may appear to be a simple concept, upon deeper reflection, it presents myriad complex issues practitioners may have to address. With input from experienced employer- and employee-side counsel across the province, Mitigation in Ontario Employment Law offers a detailed analysis of the many legal intricacies of mitigation, as well as practical tips for lawyers about how best to handle mitigation issues in their cases. This text is a must-have for anyone practising in the area of employment law in Ontario. Topics Covered Evidence required to demonstrate a failure to mitigate How the courts respond to a failure to mitigate When income is considered part of mitigatory earnings Statutory entitlements and the duty to mitigate Duty to mitigate in the context of constructive dismissal Mitigation in fixed-term contracts Exceptions to the duty to mitigate Plus much more Who Should Read This Book Employment lawyers who need guidance on mitigation which is intrinsic to all wrongful dismissal and constructive dismissal cases In-house counsel who must deal with the finer points of employment law on a regular basis Non-legal professionals in human resources who are required to understand employer rights and obligations Judges who preside over employment law, or other decision-makers at various tribunals that deal with loss of employment income Law students who require an overview and examination of mitigation as a core employment law topic Law libraries that need to have the most up-to-date reference materials available --- - Published: 2023-10-05 - Modified: 2023-10-05 - URL: https://www.foglers.com/insights/alter-ego-and-joint-partners-trusts/ - Categories: Article Alter ego and joint spousal or common-law partner trusts (referred to here more simply as a "joint partner trust") are unique types of trusts that can provide tax savings and estate planning benefits. In the right circumstances, they can be a useful tool for estate planning purposes. In this blog, I provide a brief overview of their features and some considerations about their use. You should speak with a professional advisor for more details. Key Characteristics Alter ego trusts and joint partner trusts have the following key characteristics (note that for simplicity, when I write "spouse" here I also am including common law partners). The trust is created during the lifetime of the settlor. In other words, the trust cannot be created by a will. The settlor was 65 years or older at the time the trust was created. The "settlor" is the person who creates a trust. He or she must be over the age of 65 when creating the trust. During the settlor's lifetime (or the settlor and the spouse of the settlor, for a joint partner trust): the settlor (or the spouse of the settlor, for a joint partner trust) alone must be entitled to receive all of the income of the trust, and no person other than the settlor (or the spouse of the settlor, for a joint partner trust) can receive any income or capital from the trust. For an alter ego trust, the settlor is the only person entitled to receive anything from the trust, while the settlor is still alive. For joint partner trusts, the settlor and the settlor's spouse are the only individuals entitled to receive anything from the trust while either of them is alive. The settlor and the trust must be resident in Canada. A person who is not resident in Canada cannot create an alter ego trust. Furthermore, the trust must remain resident in Canada. Generally speaking, the residency of a trust is determined based on where the "central management and control" of the trust actually takes place. Therefore, a non-resident trustee should be avoided, including, for example, a child who is not resident in Canada. For joint partner trusts, both the settlor and the spouse of the settlor can contribute property to the trust. The CRA has confirmed that two spouses can create a joint partner trust by jointly contributed property to the trust (to which no one else contributes). Subsequently, either spouse can continue to contribute property to the trust. Tax Treatment Alter ego trusts and joint partner trusts get special tax treatment. These features are as follows: No taxes are paid when property is transferred into an alter ego trust. Normally when a person transfers assets into a trust, the assets are deemed to be disposed and any accrued capital gains taxes must be paid on those assets. By default, property transferred into an alter ego trust or joint partner trust does not result in a deemed disposition (although in some circumstances, the person transferring the funds can elect to opt out of this special tax treatment and pay taxes immediately). The 21-year deemed disposition rule does not apply. Normally, a trust is deemed to have disposed of all of its assets on the 21st anniversary of the trust and therefore would have to pay taxes on any accrued gains in the trust. Alter ego trusts and joint partner trusts are an exception to this rule. Instead, the deemed disposition will occur for alter ego trusts on the death of the settlor, and for joint partner trusts on the death of the survivor of the settlor and the settlor's spouse. The highest marginal rate applies to any taxable income generated in the trust. This is of course not a helpful feature, and is similar to how other trusts are taxed (with a few exceptions). These trusts must pay taxes at the highest marginal rate. However, normally trust income is paid to the settlor or the settlor's spouse, and is then taxed at their respective marginal rate. Benefits and Drawbacks Alter ego trusts and joint partner trusts are often used for estate planning and probate planning purposes. In Ontario, probate taxes are called "estate administration tax. " Because trust assets are no longer directly the settlor or contributor's property, if a will must be submitted for probate, the assets of the trust are not part of the deceased person's estate and probate tax does not need to be paid on those assets. Furthermore, because the trust continues to exist after the death of the settlor (or the settlor's spouse), a probated will of the deceased person should not be required and the assets can be accessed more quickly. Finally, it can be helpful when capacity is at issue to have an alternate trustee act instead of someone under a power of attorney. Other benefits can include privacy (the value of an estate must be listed on a probate application in Ontario, which is technically a public document) and creditor-proofing. However, alter ego trusts and joint partner trusts have some drawbacks and therefore may not be advisable in all circumstances. This include increased complexity — conceptually, a trust is not a straightforward concept and can be difficult to understand. There also are additional expenses associated with the trust, including the initial setup and annual tax returns that will be required. There are also some negative tax implications, such as a potential mismatch on losses being applied against gains from the settlor's personal assets and no access to the graduated rate estate rates. If you are considering using an alter ego trust or joint partner trust or think you might benefit from one, you should talk to your lawyer or professional advisor. A version of this article was originally published in Cidel's Wealth Management blog. This publication is intended for general purposes only and should not be relied upon as legal advice. --- - Published: 2023-09-26 - Modified: 2023-09-26 - URL: https://www.foglers.com/insights/ai-and-the-auto-industry-why-the-wait-and-see-approach-may-be-best-for-your-dealership/ - Categories: Article Turn on the news, scroll your social media feeds, speak to almost anyone and it seems thatthe topic of artificial intelligence is everywhere and on everyone's mind. Is it good? Is it the solution to everything? Or is it evil and will it result in the mass elimination of all sorts of employment across a variety of industries (including law, accounting, advertising, design and more). AI and the Auto Industry Why the Wait-and-See Approach May Be Best for Your Dealership the Auto Industry Download Republished with permission from the Fall 2023 issue of The Ontario Dealer magazine. --- - Published: 2023-08-23 - Modified: 2023-08-23 - URL: https://www.foglers.com/insights/adverse-possession-and-reserve-land/ - Categories: Article First Nations with reserves administered under the Indian Act or a land code and those who hold possessory interests in such reserves should be aware of the potential application and impact of adverse possession on reserve land. We recently researched the issue of whether a band member could claim another band member's allotted land within a reserve on the basis of exclusive possession. While it is well established that adverse possession does not apply to common land, it appears that a member's allotted interest in reserve land could be impacted by adverse possession by another member. The Law of Adverse Possession Under the English common law, an owner of land has the right to recover possession from an unauthorised occupant through a legal action known as ejectment. However, if the lawful owner fails to take action to recover the land for a sufficiently long period of time, the courts may refuse to grant an ejectment order where it would be inequitable to do so. This is the principle of adverse possession which remains applicable in certain, but not all, parts of Canada. 1 The legal right of the occupant under adverse possession is a shield against removal — it is not title. The occupant does not have the rights of an owner, but merely the right to continue in occupation. However, provincial legislatures in the provinces in which adverse possession has not been expressly repealed by legislation have enacted limitations statutes that prescribe the minimum length of the period of continuous occupation for the defence of adverse possession to apply, and legislation which enables the occupant to convert protection from ejectment into actual title to the occupied land. Does adverse possession apply to common band land or to certificates of possession? Section 20 of the Indian Act seems to exclude the creation of any interest in reserve land by mere occupation: Possession of lands in a reserve20 (1) No Indian is lawfully in possession of land in a reserve unless, with the approval of the Minister, possession of the land has been allotted to him by the council of the band. In the case of common band land, the courts have upheld that interpretation of subsection 20(1)2 but there are some important exceptions. Some bands in western Canada allot lands to members under inherent jurisdiction instead of under the Indian Act and do not remit the allotments to the Minister for approval. A lower court in Alberta has recognized that, for those bands, an allotment by band council creates an enforceable possessory interest in common band land which may be recognized despite the lack of a certificate of possession or the Minister's approval. 3 Allotment without the Minister's approval is also recognized in the case of First Nations which adopt a land code pursuant to the Framework Agreement on First Nation Land Management. A third exception arises in the administration of estates under the Indian Act. Section 12 of the Indian Estate Regulations provides that the Minister has authority to presume that "a transfer of possession has taken place" where a deceased Indian occupied land without a certificate of possession for a continuous and uninterrupted period of 30 years, and may issue a certificate notwithstanding the fact that there is no evidence of a band council allotment: 12 (1) Where the deceased Indian had been in peaceable, public and useful possession of land on a reserve for a continuous and uninterrupted period of 30 years, transfer of possession may, at the discretion of the Minister, be presumed to have taken place and in such event the onus of proving that prescription did not run or of disproving the transfer shall be upon any person claiming adverse possession. Subsection 12(1) also expressly states that another member may dispute the presumed transfer by proving prescription4 or adverse possession of the land which the deceased is alleged to have exclusively occupied. This seems to make it clear that the common law applies to reserve land in certain instances, and that the appropriate time frame for recognition — by the Minister, at least — is 30 years. However, in Bradfield v. Canada (Indigenous and Northern Affairs)5 decided in 2018, the Federal Court accepted the Minister's interpretation that section 12 of the Regulations does not apply to common band land, since otherwise it would be in conflict with section 20 of the Indian Act. The decision restricts the scope of section 12 of the Regulations and the principle of adverse possession to allotted reserve land. 6 Summary and Conclusions For reserve land administered under the Indian Act7, adverse possession is inapplicable to common band land. However, a claim by a member based on occupation of land lawfully allotted to another member, where that occupation has been open, notorious and continuous and has deprived the lawful owner of the use of the land for thirty years, is capable of recognition by the Minister. There is no reported decision on whether the Minister can be required to recognize a claim by a member with respect to land allotted to another based on adverse possession, but that is the only scope remaining to section 12 of the Indian Estate Regulations and would be consistent with the decision in Bradfield. Members of our Indigenous Practice Group at Fogler Rubinoff LLP would be pleased to discuss how this conclusion may impact the management of a First Nation's reserve land or an individual member's possessory interests claims. _________________________________________________________ For example, adverse possession was abolished in Alberta by the Property Rights Statutes Amendment Act, 2022, SA 2022, c 23. Adverse possession applies in Ontario to titles registered in the Land Registry system but not to titles in the Land Titles system. Beginning in 1999, Ontario has administratively converted almost all titles in the province to the Land Titles system, but possessory rights acquired before a title was administratively converted may still be capable of proof.   Courts have consistently followed Joe v. Findlay (1981), 122 D. L. R. (3d) 377 (B. C. C. A. Many Guns v Siksika Nation Tribal Administration, 2003 ABPC 164). Prescription is an alternate term for title acquired by use and passage of time, used in Ontario primarily in the case of rights of way. 2018 FC 682, at para 51: "The Minister’s determination that section 12 of the Regulations does not permit the issuance of a Certificate of Possession for land that has not already been allotted ... pursuant to section 20 of the Indian Act is reasonable... " (emphasis added). Since Bradfield dealt with common land, this aspect of the reasons in the decision was not technically before the court. To date, s. 12 of the Indian Estate Regulations has not been judicially considered in the context of allotted reserve land. Whether adverse possession is permitted or abolished with respect to a reserve governed by a First Nation land code depends on the interpretation of the individual code. This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2023-06-14 - Modified: 2023-06-14 - URL: https://www.foglers.com/insights/have-you-done-an-internal-employment-audit-lately/ - Categories: Article Unfortunately, like cars, employment law is constantly changing and evolving. Consequently, employers must constantly review their employment agreements, policies and procedures to ensure they are in line with the latest legal developments and continue to remain enforceable. Have You Done An Internal Employment Audit LatelyDownload Republished with permission from the Spring 2023 issue of The Ontario Dealer magazine. This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2023-06-07 - Modified: 2023-06-07 - URL: https://www.foglers.com/insights/a-material-change-in-material-change/ - Categories: Article Reporting issuers in Ontario may need to be more vigilant in deciding when to issue a press release to comply with their continuous disclosure obligations under the Ontario Securities Act. This is the conclusion we draw from last month's decision of the Court of Appeal for Ontario in Markowich v. Lundin Mining Corporation, 2023 ONCA 359. (The Court released a companion decision the same day, Peters v. SNC-Lavalin Group Inc. , 2023 ONCA 360, that follows the reasoning in Lundin. ) Section 75(1) of the Securities Act requires a reporting issuer to issue and file a news release forthwith "where a material change occurs in affairs". According to the Supreme Court of Canada's decision in Kerr v. Danier Leather Inc. , 2007 SCC 44, whether there has been a material change requires a two-step analysis: first, has been a change in the business, operations, or capital of the issuer, and second, if there was a change, was it material, i. e. , it would be expected to have a significant impact on the value of the issuer's shares. The Court of Appeal in Lundin expands on the first step of the analysis, the meaning of "change". The Facts In October 2017, Lundin Mining Corporation (LMC) received a report that a pit wall in an open pit mine in Chile was unstable. LMC evacuated its personnel from the mine. Six days later, the pit wall gave way, leading to a rockslide. LMC only disclosed the events one month later. The rockslide led to revisions in its production guidance, resulting in deferred copper production equating to less than a 5% change for the year. However, the day after the announcement, LMC's share price on the TSX fell from $8. 96 to $7. 52, a decline of 16% and over $1 billion of market capitalization. The appellant Dov Markowich brought a motion under s. 138. 8 of the Securities Act for leave to bring a statutory cause of action against LMC for failing to disclose forthwith a material change in its business, operations or capital. Mr. Markowich was unsuccessful on his original motion, but prevailed on appeal. Motion Judge Justice Glustein dismissed Mr. Markowich's motion for leave on the grounds that there was no reasonable possibility of showing at trial that the pit wall instability and the rockslide were "material changes". Justice Glustein interpreted "change" in "material change" to mean that Mr. Markowich had to prove that: the pit wall instability or rockslide led to change its lines of business, or to stop operating the mine, or to change its capital structure. Relying on evidence that such events were common occurrences in mining, and that they did not affect LMC's viability as a business, Justice Glustein found that there had been no material change. Court of Appeal for Ontario The Court of Appeal disagreed with Justice Glustein's interpretation of "change in the business, operations or capital" and overturned his decision. The Court of Appeal ruled that Justice Glustein had erred by adopting a definitive and overly restrictive interpretation of the terms, that was inconsistent with prior court decisions. The Court of Appeal ruled that a "change" must be looked at more broadly in reference to the terms "business, operations or capital", and in the fact-specific context of each case. Specifically, the Court of Appeal found that Justice Glustein had erred in finding that, because there was no evidence that the pit wall instability or rockslide led LMC to change its lines of business, stop operating the mine, or change its capital structure, Mr. Markowich could not establish that a 'change in the business, operations or capital,' had occurred. The Court of Appeal concluded there was no rationale for the narrow definition Justice Glustein had adopted. The only restrictions on the meaning of "change", the Court held, is that it cannot consist of external factors outside of the company's control, or unexplained changes in results. Rather, it must be a change in the company's business, operations or capital in the context of the facts of each case. Importantly, the Court ruled that Justice Glustein erred in finding that every change in "business, operations or capital" must rise to the level of affecting a company's "ability to conduct its business. " In the first step of the two-step analysis explained above, "change" is qualitative only. The significance of the change only comes into play in the second step, i. e. , whether it was a material change. Step one concludes if the evidence supports a finding that there has been a change in business, operations or capital. That triggers step two. The question becomes whether that change would reasonably be expected to have a significant impact on the share price of the issuer as a result of the change. In Lundin, the Court of Appeal stated, "a change is a change and it should be defined broadly, especially in the context of a leave motion under s. 138. 8 of the Securities Act". The Court also held that the phrase "business, operations or capital" is broad. "Operations", for example, can refer to a broad range of changes within a company including, as was the case in Lundin, an interruption in production and a change in scheduling due to an accident or equipment failure. Danier Revisited Before Lundin, the leading authority on "material change" was the Supreme Court's decision in Kerr v. Danier Leather. In Danier, the Supreme Court held that a change in forecasted "results" without a change in business, operations, or capital structure, is not a material change. Danier Leather Inc. had issued a prospectus for an initial public offering with the projected results for the fourth quarter of the fiscal year. Before the public offering closing, the company became aware that fourth quarter results were lagging behind its forecast due to hot weather. Danier did not disclose this before closing. In the Supreme Court, the claimants argued that the intra-quarterly results were a "material change" that should have been disclosed. The Supreme Court disagreed. Although there had been a change in forecasted results due to unusually hot weather, there was no evidence that Danier had made a change in its business, operations or capital during the period of distribution. Like Justice Glustein in Lundin, the Supreme Court in Danier narrowed the definition of "operations". The Supreme Court ruled that the change in the "results" of Danier's operations did not amount to a material change because that would conflate "operations" with "results of operations". However, the Supreme Court noted that poor intra-quarterly results may reflect a material change in business operations, not by the results themselves, but if there has been a corresponding change in the business, operations, or capital. The Takeaway It is arguable that Lundin broadens the scope of "material change" as defined in Danier. For reporting issuers, Lundin suggests that greater vigilance is required in deciding whether to issue a press release under the continuous disclosure obligations of the Securities Act. Both Danier and Lundin concerned issuers who needed to amend their forecasted results. In Danier, the Supreme Court found that weather which was external to the company but impacted its results was not a change in its operations. By contrast, in Lundin, the Court of Appeal found that an unstable pit wall leading to a rockslide, which also impacted LMC's results, was a change in its operations. Keeping these two decisions in mind, one might ask whether a cyber incident that impacted a reporting issuer's results would be a "change" under the Securities Act, or would it be an external event, and thus not a change in its operations. The question remains open. Lundin teaches us that reporting issuers need to be constantly reassessing situations to determine when they become material changes. When an event first happens, it may not be readily apparent that it will have a material impact on an issuer's share price. Early disclosure may be the most prudent course, even before materiality is determined, as it can reduce the risk of liability down the road. This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2023-06-01 - Modified: 2024-05-03 - URL: https://www.foglers.com/insights/part-one-amendments-to-cnsx-markets-inc-listing-policies-approved/ - Categories: Article This article addresses various policy issues following the notices of approval for significant changes made by CNSX Markets Inc. (the CSE) approved and published by the Ontario Securities Commission and British Columbia Securities Commission on March 30, 2023, to the CSE listing policies and forms (collectively, the Amendments). The Amendments became effective on April 3, 2023. The Amendments introduce similar standards for listed companies as those required by the Toronto Stock Exchange (TSX), TSX Venture Exchange (TSXV) and NEO Exchange Inc. (NEO). The Amendments are meant to enhance disclosure, provide consistency in certain administrative and reporting requirements, and governance requirements that are consistent with the policies of other Canadian stock exchanges. Amendments-to-CNSX-Markets-Inc. -listing-policies-approved-part-oneDownload This article was originally published by Law360 Canada, part of LexisNexis Canada --- - Published: 2023-06-01 - Modified: 2024-05-03 - URL: https://www.foglers.com/insights/part-two-amendments-to-cnsx-markets-inc-listing-policies-approved/ - Categories: Article The first article in this two-part series addressed the various policy issues following the notices of approval for significant changes made by CNSX Markets Inc. (the CSE) approved and published by the Ontario Securities Commission and British Columbia Securities Commission on March 30, 2023, to the CSE listing policies and forms (collectively, the Amendments). The Amendments became effective on April 3, 2023. Our first article covered the key changes to CSE Policy 2, the qualifications for listings. This article will cover corporate governance, miscellaneous provisions and distributions. Amendments-to-CNSX-Markets-Inc. -listing-policies-approved-part-two-002Download This article was originally published by Law360 Canada, part of LexisNexis Canada --- - Published: 2023-05-25 - Modified: 2024-05-03 - URL: https://www.foglers.com/insights/improving-your-organizations-cyber-resilience/ - Categories: Article On April 27th, Foglers held a seminar entitled 'Improving Your Organization's Cyber Resilience' with external guests Patrick Bourk, a veteran insurance coverage lawyer and specialty insurance broker, and Jason Kotler, the President of CYPFER, a full-service cyber security, ransomware and digital forensics company. This bulletin provides a summary of the key topics discussed during the event. A copy of the presentation is available for viewing here. The Rise of Cyber Incidents Cyber incidents affecting Canadian businesses are growing at an alarming rate, with increased sophistication, as more and more work and business transactions are conducted virtually. A few high-profile cyber breaches capture media headlines, but the problem is pervasive. Almost one-fifth (18%) of Canadian businesses suffered cyber security incidents in 2021, according to StatsCan, mostly ransomware, business email compromise and malware attacks. The Cyber Resilience Toolkit In today's cyber climate, an organizational cyber resilience toolkit is not a luxury. It is a necessity. Creating one requires a multi-faceted approach. There are two main cyber resilience toolkit components that every business should consider developing and maintaining: an Incident Response Plan (IRP) - an organizational document outlining procedures, steps, and responsibilities, including notification requirements, when a cyber incident occurs; and a Written Information Security Program (WISP) - an organizational document highlighting the administrative, technical, and physical safeguards used to protect the security of an organization's systems and information generally, including safeguarding the personal information under its control. WISPs are mandatory for public companies, and companies in some sectors, e. g. , financial services, health care and telecommunications. Another essential for businesses is cyber insurance. Cyber Insurance In 2020, insurers regulated by the Office of the Superintendent of Financial Information (OSFI) suffered a 400% increase in loss ratio from the increased prevalence of cyber incidents. As a result, the Canadian cyber insurance market has hardened. Policy coverage requirements and exclusions are being reviewed with enhanced scrutiny. Traditional property/casual insurance policies – e. g. , general liability, business interruption, fidelity and directors' and officers' liability insurance - are unlikely to meet organizations' cyber incident needs. In the current insurance market, these policies will typically exclude cyber-related losses entirely. If not excluded, then cyber-related losses are often significantly restricted to minimal third-party loss coverage and with no first-party loss coverage. Cyber insurance, i. e. , network security and privacy liability policies, offer organizations increased protection for first party expenses, including: data breach expenses, including legal, forensic, and notification costs; network extortion payments and associated expenses; digital asset loss, including the cost of replacing or restoring corrupted data; and business interruption loss. In line with market conditions, the underwriting process has become more rigorous. Coverage availability and insurability now require organizations to implement network security measures such as multi-factor authentication, endpoint detection and response solutions, and cybersecurity hygiene training regimes. Breach response planning, including IRPs and WISPs, are often a pre-requisite for cyber insurance. Cyber Extortion & Ransomware Investigations, Negotiations and Settlements Responding to cyber extortion requests can be overwhelming. Resolving incidents effectively often requires external experts. They will engage with threat actors to (i) assess their legitimacy and demands, (ii) investigate the extent of locked or stolen data, (iii) develop negotiation strategies, (iv) manage the settlement process and (v) work to recover affected data. To minimize vulnerability, organizations should: test and validate backups regularly; conduct system audits and user training; maintain IRPs and WISPs offline with advisors; maintain cyber insurance policies; and archive or delete unnecessary data. Cyber Incident Reporting Canada's federal privacy legislation, the Personal Information Protection and Electronic Documents Act (PIPEDA) requires organizations to: report data breaches to regulators and individuals in certain circumstances; and keep records of all breaches. Section 10. 1(1) and (3) of PIPEDA requires organizations to report breaches of security safeguards to the Office of the Privacy Commissioner of Canada (OPC) and affected individuals if it is "reasonable in the circumstances to believe that the breach creates a real risk of significant harm to an individual". Reporting must be completed in a prescribed form "as soon as feasible" after the determination of a breach. Under section 10. 1(8) of PIPEDA, a real risk of significant harm ("RROSH") is assessed based on: (i) the sensitivity of the personal information (e. g. , genetic and biometric data, financial information, religious beliefs), and (ii) its probability of misuse (e. g. , accidental disclosure or malicious intent, the quantity of personal information breached). Section 10. 3 (1) of PIPEDA requires all breaches of security safeguards to be recorded. The OPC may request access to, or a copy of these records. PIPEDA makes it is an offence, punishable by a fine of up to $100,000, to knowingly contravene RROSH breach reporting and mandatory record-keeping requirements. Organizations must be especially cognizant of their privacy obligations regarding cyber incidents in light of Bill C-27. The proposed legislation subjects organizations to fines of up to $25,000,000 or 5% of gross global revenue for offences. Takeaways Cyber resilience presumes, rightly, that it is not a question of if but when and how your organization will suffer a breach of its cyber security safeguards. The importance of proper security safeguards and a trusted team of expert advisors cannot be overstated. Industry reports show that strong incident response and resiliency plans lower an organization's cyber security incident costs significantly. For a cyber resilience check-in, please contact a member of our Privacy, Data Governance and Cybersecurity Group. This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2023-05-23 - Modified: 2023-05-24 - URL: https://www.foglers.com/insights/new-substantive-ccpc-rules-consider-continuing-substantive-ccpcs-back-to-canada/ - Categories: Article The Canadian government recently closed a tax loophole that allowed certain corporations to side-step the refundable tax regime which is commonplace for Canadians earning investment income through their "Canadian-controlled private corporations" ("CCPCs"). In simple terms, a CCPC is a privately held corporation incorporated in Canada that is not controlled by non-residents and/or public corporations. A CCPC that earns investment income (such as dividends, interest, capital gains and other income from property) must pay an additional "refundable" tax. This tax is refunded to the CCPC only when it pays out sufficient dividends to its individual (non-corporate) shareholders. The purpose of the refundable tax regime is to ensure tax neutrality between personally held investments and investments earned through a corporation which are generally taxed at a lower rate in Canada. Here are some numbers to consider: Combined federal and provincial tax rate on investment income other than capital gains earned by a CCPC resident in Ontario: 50. 2% (25. 1% in the case of capital gains)* Combined federal and provincial tax rate on investment income other than capital gains earned by a general corporation resident in Ontario: 26. 5% (13. 25% in the case of capital gains) *The effective tax rate for a CCPC after receiving a refund of its refundable tax is roughly 20% (10% in the case of capital gains) in Ontario. Before April 7, 2022, a typical tax planning strategy involved continuing CCPCs under the laws of foreign low-tax jurisdictions such as the Cayman Islands or the British Virgin Islands. Exporting the CCPC meant that it no longer qualified as a CCPC under Canadian tax laws, however it would remain a Canadian tax resident as long as the "mind and management" of the corporation remained in Canada. Consequently, the CCPC would lose its CCPC status and be subject only to the 26. 5% corporate tax rate on investment income (13. 25% in the case of capital gains). Starting from taxation years ending on or after April 7, 2022, the Canadian government introduced a new type of corporation for tax purposes: the "Substantive CCPC. " This new definition in the Income Tax Act directly targets non-CCPC planning. Essentially, CCPCs that would qualify as CCPCs if they hadn't been continued abroad, are now classified as Substantive CCPCs and subject to the same anti-deferral refundable tax regime as CCPCs, but without enjoying the benefits of being a true CCPC. Let's briefly discuss some of the differences: General Rate Income Pool "GRIP" Account: A CCPC has a GRIP account that allows it to pay "eligible dividends" to shareholders to the extent that it has a positive GRIP balance. Eligible dividends are taxed less than "non-eligible dividends" making them advantageous for shareholders. On the other hand, a Substantive CCPC does not have a GRIP account, instead it has a Low Rate Income Pool ("LRIP") account. The LRIP includes investment income earned by the Substantive CCPC, excluding eligible dividends it receives. A Substantive CCPC can pay eligible dividends only if it has no LRIP at the time of the dividend payment. Therefore, a CCPC has more flexibility in paying out eligible dividends compared to a Substantive CCPC. Reassessment Period: A CCPC benefits from a shorter, three-year reassessment period whereas a non-CCPC, including a Substantive CCPC, has the regular four-year reassessment period. This means that a CCPC is less likely to be reassessed by the CRA compared to a non-CCPC. Small Business Deduction "SBD": The SBD is a lower tax rate available to CCPCs earning active income. A non-CCPC does not have access to the SBD. However, this may not be consequential for most non-CCPCs since the SBD does not apply to passive investment income anyway. A CCPC that migrated out of Canada should consider continuing back to Canada to restore its CCPC status. The following considerations should be taken into account: A deemed year-end occurs immediately before the change of status from a Substantive CCPC to a CCPC. Therefore, consider filing articles of continuance on the first day of the corporation's taxation year to avoid having to file a stub period return; The change of status will likely be subject to the new "Notifiable Transactions" reporting rules, which are expected to come into effect in late June 2023; The newly continued CCPC is allowed to add certain amounts to its GRIP account, including the cost amount of property held immediately before the end of the preceding taxation year; Given the above, it may no longer make financial sense to maintain a corporation in a foreign jurisdiction. Our lawyers can assist bringing your corporations back to Canada. This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2023-05-19 - Modified: 2023-06-07 - URL: https://www.foglers.com/insights/seminar-take-it-or-leave-it-landlords-and-tenant-property/ - Categories: Client Seminar When a tenant vacates or abandons premises, what they leave behind can lead to many questions and problems for a landlord, including in relation to equipment, furniture, inventory, alcohol, or cannabis. This program will discuss how a landlord should handle such property. On the other hand, where a tenant takes all the property with them, strips the tenant corporation of its assets, and opens a new company, what remedies does a landlord have? Join members of Fogler, Rubinoff LLP’s Leasing and Real Estate Litigation Groups for an informative session on how to deal with property when tenants take it, or leave it, and your rights under the Lease and at common law. More specifically, the Foglers team will discuss: When is property considered abandoned? What to do with specific types of property? What steps should you take in respect of abandoned property? What impact does the Repair and Storage Liens Act have on the Landlord’s obligations in respect of abandoned property? Can directors be personally liable for a corporate tenant’s lease obligations in midnight move scenarios? Register Today! Date: Thursday, June 1, 2023 Location: Fogler, Rubinoff LLP - 77 King St. West, 30th Floor, TD Centre, North Tower Presentation: 4:30 p. m. - 5:15 p. m. | Networking: 5:15 p. m. - 6:30 p. m. RSVP to: Kaley Green at kgreen@foglers. com --- - Published: 2023-05-15 - Modified: 2023-05-15 - URL: https://www.foglers.com/insights/navigating-contractual-joint-ventures-key-considerations-to-limit-joint-liability/ - Categories: Article Parties typically enter contractual joint ventures ("CJVs") to pursue discrete opportunities while maintaining separate business interests and to avoid joint liability. Despite the intent to limit joint liability, such liability may nevertheless arise because of poor contract drafting leading a court to find that the CJV is, in practice, a partnership. Unlike partnerships, CJVs are not subject to a governing statute. This leaves ambiguous rights and obligations of co-venturers to be resolved by courts, which can have unpredictable and costly results. Courts will typically decide whether a CJV is a partnership based on the intention of the parties, as derived from the CJV agreement and the actions of the venturers. Unfortunately, there are no clearly enumerated factors that distinguish a partnership from a CJV. For parties entering CJVs, detailed drafting and the avoidance of blatant indications of partnership formation are the best available defences against a finding of joint liability. The Common Law and Contractual Joint Ventures Parties hoping to avoid joint liability through the formation of a CJV must rely on the rules of contract and the tendency of courts to defer to contractual provisions in commercial matters. The case law on joint ventures is muddled; there is no clear test to determine when a CJV will be found to be a partnership. Courts have focused on the intentions of the co-venturers (based on the terms of the contract and engagement of the venturers) to determine whether a CJV is a partnership in practice. Intention to form a CJV can be derived from indicators such as whether (i) the venturers share revenues; (ii) the CJV is purely for facilitating administrative objectives (e. g. , coordinating separate businesses and/or decision-making); and (iii) the parties hold themselves out to third-parties as a joint venture. However, without clear precedent, having one or more of these indicators does not guarantee a court will not deem the relationship to be a partnership. This creates the possibility of joint liability with respect to wrongs committed during the ordinary course of business of the joint venture. Drafting Contractual Joint Ventures to Avoid Finding a Partnership Care must be taken when drafting a CJV agreement. Venturers should assume that there is always a possibility that a court will find that the parties are engaged in a partnership. Even the perception of partnership formation may be enough to trigger joint liability. To limit such risk, venturers should consider: ensuring that any contract with any third party clearly sets out the liability between the joint venturer’s vis-a-vis the third party; adding a clause in the CJV agreement that requires any co-venturer dealing with a third party to separately contract with third parties and/or emphasize that their actions do not bind the CJV; to the extent that there are agreements to limit liability amongst the joint venturers, bringing these to the attention of any third parties; limiting the objective of the CJV agreement to a single undertaking or "ad-hoc" enterprise by drafting the CJV agreement to give a strong indication of the independence of each venturer, and avoid the appearance of a common business venture, sharing in profits, agency, and any other indications of mutual fiduciary obligations; and stating in the CJV agreement that:the relationship is one of joint venture and not of partnership (although this is likely to carry little weight if there are signs of partnership in form);the intent of the scope of the relationship, and the business and activities of each venturer; and no co-venturer has the authority to act for a co-venturer in a way that binds other co-venturers or otherwise restricts the authority of a co-venturer to act for the venture autonomously Dealing with the Perceived Intentions of the Parties Separate accrual of profits is a common protection against the misinterpretation of a CJV as a partnership. This can help to emphasize the distinct businesses of the co-venturers and suggests that the arrangement is not a sharing of the overall profits of a common business. If the relationship is not a partnership, it should be possible for one party to make a profit while the other makes a loss. For example, while all joint venturers may expect to obtain something of value from the joint venture, it does not necessarily have to be by way of profit of the business being carried on in common. Where possible, it is advisable to avoid joint committees with executive powers and/or establishing an arrangement where parties discuss rather than "decide" matters relating to the venture and each co-venturer's role. This is especially important where co-venturers unequally participate in the management of the joint venture. The more one venturer exercises control over the decision-making for the project by all co-venturers, the more likely the court may find the arrangement is in fact a partnership. Veto rights or other arrangements that limit the perception of control by one venturer may also be contemplated. Conclusion Without a governing statutory framework and with uncertain case law treatment, a CJV can expose parties to unintended risks. It is critical that prospective venturers focus on contract drafting and ensuring that any CJV agreement is comprehensive enough to cover a broad range of eventualities (e. g. , changes in economic fortune, project success and failure, engagement with third parties). The alternative is leaving ambiguities in the hands of the courts which can lead to uncertain outcomes, thus defeating the purpose of entering a CJV. Clarksburg Contractors Ltd. v Saks, 2012 ONSC 4903 at para 30-34. See: Woronuk v Woronuk, AJ No. 182 at para 337, 343-353; WCI Waste Conversion Inc. v ADI International Inc. , PEIJ No. 23. , leave ref SCCA No. 449 Hayes v British Columbia Television Broadcasting System Ltd. , 2 WWR 749, leave to SCC ref. 2 SCR viii. Canadian Imperial Bank of Commerce v Charbonnages de France International S. A, 95 BCLR (2d) 104, 117 DLR (4th) 262. WCI Waste Conversion Inc. supra note 2. See: Central Mortgage & Housing Corp. v Omega Investments Ltd. 34 NBR (2d) 291, 85 APR 291; and Fraser-Brace Maritimes Ltd. v Central Mortgage & Housing Corp, 117 DLR (3d) 312; and Carleton Condominium Corp. No. 11 v Shenkman Corp. Ltd. , 49 OR (2d) 194; and also Central Mortgage & Housing Corp. v. Graham, 43 DLR (3d) 686, 13 NSR (2d) 183. Unitebill Credit Corp. v Apex Home Services Inc. , 2021 ONSC 4633 at para 17. Hibernia Management & Development Co. v Newfoundland Steel Inc. , 140 Nfld. & PEIR 91; see also WCI Waste Conversion Inc supra note 2 at para 43. See Hayes supra note 3 at paras 15-20. This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2023-05-08 - Modified: 2024-07-14 - URL: https://www.foglers.com/insights/part-two-cost-awards-from-ontario-land-tribunal/ - Categories: Article In this second of three parts, we explore the four types of conduct that may attract a costs award before the Ontario Land Tribunal (OLT) under OLT Rule 23. 0: (i) unreasonable, (ii) frivolous, (iii) vexatious, or (iv) conduct in bad faith. There is no statutory or regulatory definition for the four terms. We must turn to reported decisions to learn how they have been interpreted. Cost-awards-from-Ontario-Land-Tribunal-part-twoDownload This article was originally published by Law360 Canada, part of LexisNexis Canada --- - Published: 2023-05-08 - Modified: 2024-07-14 - URL: https://www.foglers.com/insights/part-three-cost-awards-from-ontario-land-tribunal/ - Categories: Article In the first part of this series, we looked at the jurisdiction of the Ontario Land Tribunal (OLT) to award costs. In the second, we looked at the kinds of conduct that attract costs awards. In this final part, we look at the scope and scale of costs that can be awarded if a costs award is merited. Cost-awards-from-Ontario-Land-Tribunal-part-threeDownload This article was originally published by Law360 Canada, part of LexisNexis Canada --- - Published: 2023-04-26 - Modified: 2024-05-03 - URL: https://www.foglers.com/insights/data-protection-privacy-2023-canada-law-practice/ - Categories: Article Chambers and Partners annual Data Protection & Privacy guide provides the latest legal information on online marketing, workplace privacy, access to data for national security purposes, international data transfers, and emerging digital and technology issues. Chambers Data Protection and Privacy 2023Download --- - Published: 2023-04-21 - Modified: 2024-07-14 - URL: https://www.foglers.com/insights/part-one-cost-awards-from-ontario-land-tribunal/ - Categories: Article Costs in our civil litigation courts are the norm. In general, the winner gets a costs award, and the loser pays. Things are different at the Ontario Land Tribunal (OLT). The rules of our civil courts do not apply. Costs orders are rare. They are only awarded in narrow circumstances. This article (part one of a three-part series) will examine the recent origins of the OLT and the tribunal’s criteria for a costs award under the Ontario Land Tribunal Act, 2021, the Statutory Powers Procedure Act (SPPA) and the OLT’s Rules of Practice and Procedure. Cost-awards-from-Ontario-Land-Tribunal-part-oneDownload This article was originally published by Law360 Canada, part of LexisNexis Canada --- - Published: 2023-04-17 - Modified: 2023-04-17 - URL: https://www.foglers.com/insights/cybersecurity-and-privacy-breaches-prevent-detect-respond/ - Categories: Article Cybersecurity breaches are on the rise in Canada. They threaten the private information of businesses and consumers alike. They entail significant business, financial, and reputational consequences. They are occurring at a speed that outpaces cybersecurity measures and privacy legislation. Canadian courts are beginning to address privacy through tort law, but the area is relatively new and still in development. Fogler Rubinoff LLP litigators Ron Davis, Alexander Evangelista and Tea Obradovic address the legal context and potential civil remedies regarding cybersecurity breaches extensively in their article "The Litigation Consequences of Cybersecurity" that has been published in volume 53 of The Advocates’ Quarterly. The lengthy article is divided into two parts: Part 1 - Current Statutory Canadian Framework for Data Security and Privacy, and Part 2 - Current Common Law Remedies and Liability Avoidance Strategies.   This bulletin will highlight key aspects of the article and suggest some best practices for preventing, detecting and responding to cybersecurity risks. "Hey Google, what is Cybersecurity? " Innovation, Science and Economic Development Canada defines “cybersecurity” as: the protection of data, information, computers, devices, and networks from cyber threats and attacks. A cyber threat is an activity intended to compromise the security of your cyber threat environment by changing the availability, integrity, or confidentiality of your systems or the information they contain. A cyber threat environment is the online space where malicious cyber threat activity can occur. The Office of the Privacy Commissioner of Canada received 782 breach reports affecting at least 9 million Canadian accounts for the year ending March 31, 2021. These breaches were mainly in the financial, telecommunications, retail, insurance, and services sectors. Current Data Protection and Privacy Law Framework Cybersecurity laws in Canada are in a nascent state. Many of the issues that arise are dealt with through the privacy law frameworks that the provincial and federal governments have established. At the federal level, PIPEDA, and CASL provide privacy protections relating to the collection, use, and disclosure of personal information by organizations and commercial electronic messages in the private sector. Other sector-specific legislation — such as the Bank Act, the Insurance Companies Act, and the Trust and Loan Companies Act — subject federally regulated institutions to personal information cybersecurity requirements. The collection, use, and disclosure of personal information by federal institutions are governed by the Privacy Act. Private sector authorities such as the Office of the Superintendent of Financial Institutions also provide guidance on cybersecurity risks for organizations under their mandate. In the telecommunications and securities sectors, the CRTC, IIROC, and MFDA have addressed cybersecurity concerns through regulations and directives. Public Safety Canada has directions regarding public bodies’ accountability for privacy and cybersecurity breaches. The Criminal Code also imposes some accountability. While it has no cybercrime provisions, offences such as theft, extortion, mischief, and identity fraud, amongst others, encompass some cybersecurity breaches. In an effort to modernize federal private sector cybersecurity law, Parliament has introduced Bill C-26. If enacted, the Critical Cyber Systems Protection Act will oblige "vital services" organizations to have cybersecurity programs to identify risks, protect systems and minimize the impact of cybersecurity incidents. At the provincial level, only Alberta, BC, and Quebec have implemented general private-sector privacy statutes similar to PIPEDA. New, and likely more robust, legislation may be on the horizon for Ontario. Common Law Remedies Canadian common law has no stand-alone tort of invasion or breach of privacy. In Ontario, remedies for breach of privacy rights must fit into an existing common law cause of action. There are four specific privacy torts, all of limited scope and all still in development: Intrusion upon seclusion; Appropriation of a person’s name or likeness; Public disclosure of private facts; and Publicity placing person in false light. Less limited in scope, traditional causes of action may be available in some cases, although they are not specifically adapted to privacy or cybersecurity breaches. Most notably, these include negligence, breach of contract and breach of fiduciary duty. Where a cybersecurity breach affects a large number of people, class action proceedings invoking one or more of these torts may be appropriate. Best Practices Canadian courts have not yet identified the cybersecurity prevention or mitigation factors that would allow defendants to avoid liability or plaintiffs to satisfy their duty to mitigate. However, cybersecurity protocols and practices do exist to prevent and mitigate damage. Adopting best practices has litigation consequences. Beyond a plaintiff's general duty to take reasonable steps to mitigate their damages, the implementation of such practices can inoculate parties affected by cybersecurity breaches through damage mitigation and avoidance, and meeting the standard of care. As a starting point for cybersecurity resilience, organizations and individuals need to assume that (i) prevention practices do not suffice to mitigate cybersecurity risks, and that (ii) their systems and information are compromised. Best practices fall into three broad categories (1) Prevention (2) Detection and (3) Response. Prevention: identify applicable cybersecurity laws and develop a compliant, robust plan for planning and managing the safeguarding of IT systems through assessment protocols, sufficient budgeting and staffing. Detection: maintain ongoing control of the cybersecurity measures in place. Response: have a clear and thorough incident response plan that identifies a response team, authority, and other protocols to mitigate and resolve the risk. The response plan should also involve issuing notices to affected parties, as required by statute or otherwise, and considering legal avenues for emergency redress, such as injunctions. When properly implemented, such practicescan help reduce detection and resolution time for breaches. The quicker a breach can be identified and neutralized, the more likely that any harm, and damage, may be avoided or at least mitigated. Well-designed and executed practices and protocols may also suffice by themselves to meet the requisite standard of care that the various causes of action impose. A defendant with strong cybersecurity measures is more likely to avoid liability than one with lax measures. As governments modernize cybersecurity and privacy legislative frameworks, we can expect Canadian common law to respond similarly to technology’s rapid advances and the harms it has ushered in, with new remedies that will expand litigation principles and practices far beyond today’s norms. This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2023-04-17 - Modified: 2023-05-15 - URL: https://www.foglers.com/insights/from-breakout-rooms-to-boardrooms-navigating-practice-in-a-hybrid-world/ - Categories: Article Published in the April Edition of the OBA's Young Lawyers' Division Section Insider. I had the arguably good fortune of joining the legal profession a short time before a global pandemic threw a wrench in the (office) works and transformed most workplaces (including mine). Having started practice in the "before times", I was used to going into the office most days. I didn't have much concern about whether and when I’d get to meet my colleagues in-person. As a litigator, my time in the courtroom was quite literally in the courtroom. But then, around March 2020, many of us began staying home for the sake of health and safety. I'm not being particularly profound when I say that this fundamentally changed the way we worked and practiced law. We quickly acclimatized to Zoom, tried our hand at virtual networking events and spent far less time in a physical office. Now, as the world opens up again, I've repeatedly asked myself: how do you build a practice in a world of hybrid work? Here are a few tips that I've picked up from friends and colleagues as I've been trying to answer this question. 1. DO LUNCH A major benefit of being back in the office is the opportunity to network. You may be receiving invitations to a plethora of networking events. Make a habit of going to some of these events. Beyond events, invite a colleague or a contact out for lunch or, at least, coffee. If you're back in the office more often, you might as well make the most of one of the big plusses of in-person work: meeting with an actual person. As your practice grows, so should your network. 2. HANG AROUND THE WATER COOLER A common complaint that I've heard from more senior colleagues is that the pandemic prevented people from having those passing conversations in the office that could really assist your practice. You may be struggling with a legal problem that someone else has seen before. While the "pop-in" visit to a colleague's office was previously commonplace, it became more difficult to obtain informal advice during the pandemic, where you often had to arrange a call or try to reach someone by email. Now, if you happen to be in the office, chat with people you see in the halls. Hang out around the proverbial water cooler. Talk to your colleagues about what you're working on. You might be surprised with how helpful those conversations can be. 3. KEEP THAT REMOTE WORK SETUP Although there are many benefits to in-person work, this doesn't mean you should dismantle that meticulous work-from-home setup you put together. On certain days, working from home may be more efficient, especially when you have a pressing deadline. Skipping your commute may mean more time to spend on work tasks... or less time spent "leaving the office" at the end of the day. If you still have the option of working from home, make sure those days at home are still as productive as (if not more productive than) when you work from the office. 4. OBSERVE AND REPORT You can learn a lot from asking other lawyers for advice. But you can often learn just as much by watching other lawyers in action. For example, as a litigator, if I argue a motion in Court, I'm often sharing the judge's time with a long list of other lawyers scheduled to speak on the same day. When I first started practicing, I was told to watch these other lawyers, even after I was done speaking with the judge. The same rule rings true for any practice, from real estate to tax. Take note of how lawyers interact with clients, judges, and other lawyers. You can learn not only how you want to act, but also how you don't want to act.   5. COORDINATE WITH OTHERS If you're going into the office to work with other people, make sure that those people will actually be there. If you work in a team, consider coordinating which days the team will be in the office. If you have a matter you want to discuss with your colleague, assistant or clerk, check with them to see when they'll be in next. Otherwise, you may feel like you're still working remotely, just from a different location. 6. BE ACCOMMODATING Although you may prefer an in-person or a virtual meeting, others may not always share that preference. The people you work with may face accessibility barriers that impact their ability to work the same way as you do. Whether it's due to disabilities, family commitments, access to technology or access to space, some people find in-person or virtual meetings more challenging than the others. The pandemic showed us that we can be flexible with how we work when we need to be. Consider how you can be flexible with those you are working with, and what accommodations you can offer. 7. KNOW YOUR TECHNOLOGY Even as we return to the office, it's clear that much of technology that we used during the pandemic is here to stay. If I'm physically in a courtroom, I still direct judges to electronic page numbers on their computers. If I'm in a lawyer's office for a meeting, someone's often joining the meeting by Microsoft Teams. The advances in technology have also saved the added expense of flying in people from other countries for meetings, court hearings or the like. Many lawyers and judges will tell you that we're never going back to the way that things were. We might as well embrace the technology that has made us more effective at our jobs. ABOUT THE AUTHOR Alexander Evangelista is a litigation associate with Fogler, Rubinoff LLP. He is developing a broad commercial litigation practice, with experience in contract, shareholder and partnership, real property, insolvency, construction, administrative and privacy disputes. He regularly appears before the Ontario Superior Court of Justice (both in-person and virtually) and other Courts in Canada. Alex is a member-at-large with the OBA Young Lawyers Division (Central) Executive. This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2023-04-14 - Modified: 2024-05-03 - URL: https://www.foglers.com/insights/cse-new-rule-book-what-matters/ - Categories: Article On March 30, 2023 the Ontario Securities Commission and British Columbia Securities Commission published notices of approval for significant changes made by CNSX Markets Inc. (the "CSE"), to their listing policies and forms (collectively, the "Amendments"). The Amendments became effective on April 3, 2023. The Amendments introduce similar standards for listed companies as those required by the Toronto Stock Exchange ("TSX"), TSX Venture Exchange ("TSXV") and NEO Exchange Inc. ("NEO"). KEY CHANGES TO THE CSE POLICIES AND PROCEDURES CSE Policy 2 — Qualification for Listing Eligibility for Listing An issuer intending to apply for listing on the CSE following the filing of a prospectus or by way of the filing of a CSE Form 2A — Listing Statement must first obtain confirmation from the CSE that the eligibility requirements set out in CSE Policy 2 have been met. Once the CSE has completed its review, it will provide confirmation of eligibility or identify any conditions to be met prior to listing, as well as providing confirmation to the securities commission staff that the issuer has in fact applied to and received comments from the CSE. Float and Distribution An issuer of equity securities must have a public float of at least 1,000,000 freely tradeable shares and consisting of at least 150 public holders holding at least a board lot each of the security. The public float must constitute at least 20% of the total issued and outstanding of that security. As for the Non-Venture Tier issuers, it must have: (i) a public float of at least 1,000,000 freely tradeable securities and (ii) at least 300 public holders each holding at least a board lot. The public float must constitute at least 20% of the total issued and outstanding of that security. It should be noted that the 20% public float threshold has been deleted from the substantial float criteria. Non-Venture Tier The Amendments created a new class of CSE-listed issuer, aimed at larger listed issuers, designated as non-venture issuers (the "Non Venture Tier"). The qualifying criteria for this distinct tier are intended to be similar to those of the TSX and NEO. Non Venture Tier issuers are required to file an Annual Information Form (where other CSE-listed issuer are not) and shorter deadlines for the filing of financial statements. The distinction between venture and non-venture issuers under securities law is determined by the exchange on which an issuer is listed. Previously, this created a potential for "regulatory arbitrage" whereby an issuer could choose to list on the CSE and be subject to less stringent reporting requirements under National Instrument 51-102 — Continuous Disclosure Obligations. The introduction of the Non Venture Tier is intended to eliminate the regulatory gap by imposing similar regulatory requirements on senior issuers even when listed on the CSE. Pursuant to the revised CSE Policy 2, which sets the enhanced standards for non-venture issuers, exchange traded funds and closed end funds, "non-venture issuers" must now meet at least one of the four following tests: (i) the equity standard which requires the issuer to have shareholders equity of at least $5,000,000 and expected market value of public float of at least $10,000,000; (ii) the net income standard which requires the issuer's net income to be at least $500,000 from continuing operations in the last fiscal year or in two of the last three fiscal years, shareholders' equity of at least $2,500,000, and expected market value of public float of at least $5,000,000; (iii) market value standard which requires the issuer's market value of all securities, including the class(es) to be listed and any class convertible into the class(es) to be listed, but excluding warrants and options, of at least $50,000,000, shareholders' equity of at least $2,500,000 including the value of any offering completed concurrently with listing, and expected market value of public float of at least $10,000,000; or (iv) assets and revenue standard which requires the issuer's total assets and total revenues to be at least $50,000,000 each in the most recent fiscal year or in two of three of the most recent fiscal years, and expected market value of the public float of at least $5,000,000. Industry-Specific Requirements for Natural Resource Issuers The Amendments impose additional standards for mineral exploration issuers. First, an issuer must have title to a mineral property on which there has been at least $150,000 of qualifying expenditures (up from the previous amount of $75,000) in the last 36 months. Second, the issuer must have obtained a National Instrument 43-101 technical report that recommends further exploration on the property, with a budget for the first phase of at least $250,000 (up from the previous amount of $100,000). Third, issuers with a single exploration project must include disclosure of its objectives to pursue additional exploration projects or opportunities. Despite the revised thresholds noted above issuers may still qualify with $75,000 of qualifying expenditures and $100,000 on work programs, subject to additional restrictive escrow requirements. Builder Shares & Low-Priced Shares For issuers not yet generating revenue from business activities, the CSE will not consider an application where builder shares have been issued for less than $0. 005 in the previous 24-month period, which is a departure from the previous threshold of 18 months. CSE Policy 4 — Corporate Governance and Miscellaneous Provisions Security Holder Approvals — General Requirements Prior to the Amendments, CSE policies required shareholder approval for a limited subset of transactions. Under the Amendments, there are several transactions that will now require securityholder approval including certain financings, acquisitions and dispositions. The new requirements are intended to be consistent with the other Canadian stock exchanges. The requirements for securityholder approval may be satisfied by a written resolution signed by security holders holding more than 50% of the securities having voting rights. Significant Change — Security Approval Non-Venture Tier issuers must obtain securityholder approval for a proposed securities offering (other than an offering by way of prospectus) if the number of securities issuable in the offering is more than 25% of the total number of securities or votes outstanding. In addition, Non-Venture Issuers must obtain securityholder approval if the securities issuable to a related party, when aggregated to the securities issued to such related party in private placement or acquisition transactions completed in the previous 12 month period, is more than 10% of the total number of securities or votes outstanding. For other CSE-listed issuers, securityholder approval is required if the issuance of securities in an offering: (i) is greater than 50% of the outstanding securities and a new control person is created; or (ii) if the issuance is great than 100% of the securities or votes outstanding. In addition, securityholders of an issuer must approve (i) certain acquisition transactions, (ii) if the transaction price per security is lower than the market price less the maximum permitted discount, or (iii) if the issuer or the CSE otherwise determine that the offering will material affect control of the issuer. Rights Offering Security holder approval is required where securities offered by way of rights offering are offered at a price greater than the maximum permitted discount to the market price. Securityholder approval for a rights offering is not required where independent directors have determined that the rights offering, including the pricing thereof, is in the best interests of the issuer, and is reasonable in the circumstances. Security Based Compensation Arrangements The Amendments have imposed security holder approval requirements and additional filing, posting and reporting requirements similar to requirements of other stock exchanges with respect to security-based compensation arrangements, including securityholder approval every three years for "rolling" security-based compensation plans. Majority Voting Policy The CSE has adopted new requirements regarding majority voting policies similar to those that already exists on the TSX. Pursuant to the new requirements each director of a Non-Venture Tier issuer must be individually elected by a majority of the votes cast with respect to their election, other than at contested meetings. CSE Policy 6 — Distributions Private Placements The Amendments have removed the minimum offering price requirement and permit issuers to complete a private placement at a price lower than C$0. 05 if: (i) the proposed price is not less than the 20 day volume weighted average trading price less permitted discount; (ii) the proceeds will be used for working capital and/or settlement of a bona fide debt; and (iii) certain basic information about the offering is provided to the CSE. In addition, an issuer must issue a press release announcing its intention to complete a private placement at least five business days prior to closing. Normal Course Issuer Bids The Amendments have introduced new reporting requirements and specific trading restrictions and allowances that are consistent with other exchanges, with certain allowances for block purchases permitted only to Non-Venture Tier issuers. Conclusion The Amendments were designed to clarify the CSE Policies and bring them in line with the policies of other Canadian stock exchanges. We expect that the Amendments will provide clarity in the policy application of the CSE, which is advantageous to both... --- - Published: 2023-04-14 - Modified: 2023-04-14 - URL: https://www.foglers.com/insights/pausing-ai-development/ - Categories: Article Last March over 1,800 experts in the field of artificial intelligence (AI) signed an open letter calling for a six-month pause to AI development. This was prompted by the release of Chat GPT-4 last year, OpenAI’s spectacularly popular chatbot, which ignited a race between rival AI labs. The letter says AI development is now out of control and that AI systems should only be developed when its effects are known to be positive. It’s a rare event indeed when leading technologists publicly come together to advocate a freeze in the development of technology. They are not the only ones urging caution in the development of AI. In a February 2023 article in The Economist, a publication, Effy Vayena, a professor of health ethics at ETH Zurich, and Andrew Morris, a director of Health Data Research UK, a scientific institute, argue that a clear regime is badly needed to regulate AI in healthcare and the risks and liabilities which are generated by AI. Fundamentally, AI is simply a computer software programmed to execute algorithms to achieve certain defined tasks, such as, for example, reaching conclusions, making informed judgements, predicting future behaviours or automating select repetitive functions. An algorithm amounts to a set of codes with instructions designed to perform those specific tasks. The call by the 1,800 experts was addressed to AI labs, failing which, they argued, governments should step in and put in place a moratorium. Asked who should write the rules of AI, Chat GPT-4 said it did not have “personal opinions, beliefs, or biases” on the matter, but went on to say that a diverse range of stakeholders should be consulted, including representatives from relevant areas such as “law, ethics and policy”, among others. Some of the legal considerations raised by the development of AI are significant, as can be seen in the following two examples. Limitations of Liability. A limitation of liability provision is a standard clause in most contracts. The parties agree to limit their respective liability to the other by putting an upper limit on their potential liability. Importantly, the contractual relationship between the vendor and a hospital is not symmetrical, insofar as the vendor, as the ‘doer’ between the two parties, is typically more exposed and is therefore more concerned about unlimited liability. The vendor brings risks to the hospital, whose main responsibility is to pay the contractual amount owing for the services. In most contracts, so-called direct damages – those which would be foreseeable to the contracting parties, acting reasonably, at the time of contract execution – are typically included within the liability being covered, while indirect damages – those which are not foreseeable – are typically excluded, with the result that the aggrieved party remains exposed for the difference between the two (save for any insurance it may have contracted for). Such conceptual short-hands help the contracting parties to avoid having to anticipate and negotiate all the risks each may be exposed to, thereby saving a significant amount of time. It is not always clear, however, what risks are included/excluded within each class. Things often become more murkier where AI is involved. For example, let’s say, through no fault of the vendor, the vendor’s AI data analytics system inadvertently discloses confidential and/or personal information belonging to the vendor’s other customers and the hospitals is met with a third-party data breach claim. Is this a direct damage or an indirect damage? It’s often unclear. With any AI system the negotiations over limitations of liability require extra attention, usually with some creativity to get to a fair and balanced outcome for the contracting parties. Data. By definition, AI systems depend on large quantities of data, mainly because the more data is available to the AI system, the more sophisticated, accurate and reliable the system’s outcomes are likely to be. As such, with many AI systems, the vendor will attempt to routinely accumulate and aggregate other customer’s data for the benefit of follow-on customers, thus increasingly the value to the latter. How will the contracting parties then negotiate data ownership and use terms? Aside from obtaining previous customer consents for the accumulation and aggregation of data, protection of confidentiality looms large with AI, particularly in the healthcare sector where patient information may be involved. Here, privacy and cybersecurity considerations become important considerations for both parties, but especially for the hospital. In their appeal for greater regulation of AI in healthcare and the legal liabilities that AI generates, Vayena and Morris advocate the passage of a dynamic legislative framework that can keep pace with ongoing technological developments. In their view, this should be supported by adaptable governance structures to clarify the legal responsibilities of businesses in the early stages of development of AI systems. The authors see an urgent need to coordinate expertise internationally to fill what they call the ‘governance vacuum’. Inspired by the high level of global coordination during the pandemic (at least within some regions), the authors imagine building on existing global architectures in the health sector. They also consider that new business and investment models are needed between private-sector companies and hospitals. This, they say, will require a high level of transparency and public accountability. It will also require a great deal of flexibility on the part of regulators, who will need to be re-assured that patients’ interests are fully protected and that relevant legal rights and responsibilities have been suitably addressed. --- - Published: 2023-04-06 - Modified: 2023-05-05 - URL: https://www.foglers.com/insights/arbitration-clauses-a-standard-clause-to-reconsider/ - Categories: Article In my 35 years of practice as a corporate lawyer, the consideration that dispute resolution clauses have been given has changed. Previously, parties would resort to the court system as the default dispute resolution scenario with arbitration being a relatively uncommon occurrence. However, over the last number of years, particularly in commercial transactions, the trend has been to include arbitration clauses as the default dispute resolution mechanism. This article reflects my personal perspective and explores whether the surge in the prevalence of arbitration clauses in commercial transactions has lived up to its billing and that it may be prudent to question whether arbitration is appropriate in a particular context, and whether arbitration clauses achieve the perceived benefits they were intended to provide. Arbitration Clauses – The Theory The upsurge in arbitration clauses correlates with the extensive delays and costs observed within the court system. This has nothing to do with the COVID-19 pandemic as these increased costs and ever-increasing delays have been on the rise for years. Arbitration is a process whereby parties agree to adjudicate a dispute in front of an arbitrator instead of in front of a judge through the court process. In theory, the rationale for including an arbitration clause to resolve potential disputes had several perceived benefits: it was faster, less expensive, confidential, and the decision was final. Disputes could also be kept private, and parties would avoid long and drawn-out appeals. Parties also had the ability to select their own arbitrators, ones with specialized skills and experience in the topic being arbitrated. This was viewed as an attractive alternative to the court system, where judges could be hearing a case about a complex commercial transaction when their whole legal career was spent as a family law or criminal specialist. Arbitration Clauses – The Reality Today, the costs associated with arbitration have surged. There are expenses associated with arbitration which are not applicable to the court system, such as the costs of paying the arbitrator, the costs associated with obtaining a third-party premises to host the arbitration, catering services, and a transcription service all paid by the parties to a dispute. Additionally, while arbitrations are typically faster, the process is still comprehensive in nature as the use of discoveries, motions and witnesses are commonplace, making it the same or similar to a court proceeding. Though arbitrations are often expedited, this is not always the case. The qualified and experienced arbitrators are very busy, and both parties have to agree with the choice of arbitrator. Unlike with judges, who are independently assigned to a case, the participants to a dispute can choose an arbitrator resulting in long waitlists that can span for months. It is worth questioning, if the same arbitrator is frequently engaged by a counsel with significant repeat business, and substantial fees, is the independence found in the court system being whittled away? Finally, a major concern with arbitration is the finality associated with the process, because the decisions of the arbitrator is final and binding. The barriers to becoming an arbitrator are relatively low, which has resulted in substantial growth in the arbitrator pool and less predictable decisions. This can be detrimental to parties to a dispute if they are not afforded the ability to appeal the decision of the arbitrator -- as is their right in the court system. This can be particularly damaging if the arbitrator makes an error in their decision, whether in law or otherwise, which cannot be potentially overturned on an appeal. Moving Forward - To Arbitrate or Not to Arbitrate: My perspective as a corporate lawyer is not that arbitration is always inappropriate, but that parties should give more thought and consideration to the appropriateness of arbitration to their specific situation. Clients should ask themselves, if arbitration is the best option for their dispute or, is the court system the better option? Unfortunately, the answer depends on the type of dispute. In some situations, agreeing to an arbitration clause may not be in your best interest. This is of particular importance to the seller in a sale transaction, which is likely the party that will have to defend an indemnity claim. It is also common for a purchase and sale transaction to holdback or place into escrow funds for any indemnity claims that arise. If there is no arbitration clause and the dispute is referred to court, the holdback or escrow funds could be paid into court and remain in court until such time as the dispute is resolved. This could result in the court holding money that could belong to the seller for a long period of time, encouraging sellers to enter into a settlement agreement in order to have the funds released rather than having the funds held up in court. If parties do want to proceed with arbitration, there are several steps that can be taken to mitigate the concerning aspects of arbitration mentioned above. Parties should consider inserting specific clauses that define the mechanisms for selecting an arbitrator and should consider setting criterion or minimum experience requirements of the arbitrator to be selected. Further, in agreements where dispute resolution clauses are present, parties may want to expressly include that the arbitration is appealable to allow for recourse in the event of an unfavourable, unjustified or incompetent decision to which parties have no recourse.   All things considered, there are gaps between what parties hoped arbitration would entail compared to the realities that are associated with the process. As such, parties would be wise to think twice about the appropriateness of arbitration as a dispute resolution mechanism before inserting these clauses and should not treat arbitration clauses as boilerplate to be included in all agreements. This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2023-03-27 - Modified: 2023-03-27 - URL: https://www.foglers.com/insights/part-1-chasing-debtors-and-fraudsters-avoiding-the-pitfalls-of-a-potential-bankruptcy-in-claims-involving-fraud/ - Categories: Article Debt collection can be a challenging exercise for a creditor, particularly where the debtor makes, or may make, an assignment in bankruptcy. Due to the application of the Bankruptcy and Insolvency Act (Canada) (the "BIA"), bankrupt debtors receive protection from creditors' claims, with claims typically being extinguished upon a debtor's discharge from bankruptcy. Chasing Debtors and Fradsters Part ONEDownload This article was originally published by Law360 Canada, part of LexisNexis Canada Inc. --- - Published: 2023-03-27 - Modified: 2023-03-27 - URL: https://www.foglers.com/insights/part-2-chasing-debtors-and-fraudsters-avoiding-the-pitfalls-of-a-potential-bankruptcy-in-claims-involving-fraud/ - Categories: Article As we discussed in the first article in this series, due to the application of the Bankruptcy and Insolvency Act (Canada) (the BIA), bankrupt debtors receive protection from creditors' claims, with claims typically being extinguished upon a debtor's discharge from bankruptcy. This article continues the discussion of how creditors can protect against or minimize a bankruptcy's impact on their debt collection by pleading, where appropriate, in a way that will allow their claim to survive a bankrupt's discharge under section 178 of the BIA. Click Here to Read Part One Chasing Debtors and Fradsters Part TWODownload This article was originally published by Law360 Canada, part of LexisNexis Canada Inc. --- - Published: 2023-03-22 - Modified: 2024-05-03 - URL: https://www.foglers.com/insights/trends-from-the-trenches/ - Categories: Article As we drive into 2023, it is a good time to stop and review the state of the automotive industry, especially from a regulatory and general compliance perspective. For me and my team, that means reviewing last year's cases: the wins, the losses, the compromises and the reasons behind each result. We hope that by reflecting on the year we can continue to better understand the regulatory regime that dealers and salespeople operate in, with a view of spotting trends and anticipating the areas where dealers should focus their risk mitigation strategies. The Common Lawyer - Trends from the TrenchesDownload Republished with permission from the Winter 2023 issue of The Ontario Dealer magazine. --- - Published: 2023-03-20 - Modified: 2024-05-03 - URL: https://www.foglers.com/insights/why-businesses-of-all-sizes-in-canada-should-have-privacy-management-programs-if-not-now-sooner-than-later/ - Categories: Article Since November 2020 and despite consensus that reform is necessary, Canada's federal government has struggled to find broad support for its proposed modernization of the country's 20-year old federal private sector privacy law — namely, the Personal Information Protection and Electronic Documents Act (PIPEDA). The government's current attempt (Bill C-27, the Digital Charter Implementation Act, 2022) introduced in June 2022 has languished in Second Reading since November 2022. Earlier this month, Parliament continued to debate many foundational aspects of Bill C-27 including whether it should treat privacy as a fundamental or human right, include more enhanced protections for minors, and eliminate implied consent, to name a few. That said, there seems to be a consensus amongst Canadian politicians and stakeholders (from industry to civil society) that every business subject to PIPEDA (and any modernized privacy law that replaces it) should have a comprehensive privacy management program (PMP) scaled to a number of factors including the size of the business and the volume and sensitivity of the personal information under its control. Perhaps this consensus is to be expected because PIPEDA's accountability principle (which obliges businesses to accept responsibility for personal information protection) has long required in Principle 4. 1. 4 that every business design and implement policies, procedures and practices to give effect to its obligations under PIPEDA. PMPs under PIPEDA In 2012, the Office of the Privacy Commissioner of Canada (OPC), and the Offices of the Information and Privacy Commissioners of Alberta and British Columbia issued a seminal guidance document (that has stood the test of time) outlining their expectations for a comprehensive, robust, and effective PMP - Getting Accountability Right with a Privacy Management Program (Guideline). The Guideline describes in considerable detail what a business must do to implement and maintain a demonstrably credible PMP. The Guideline identifies many expectations of Canada's privacy commissioners but underscores that these expectations are not meant to provide businesses with a simple "one-size-fits-all" solution. Instead, when considering these expectations each business must take into account its particular situation and tailor its PMP to best operationalize its compliance with PIPEDA. To this end, the Guideline recommends two building blocks for businesses to use when developing a compliant and effective PMP: specifically, each business should (1) take actions to develop an internal governance structure that cultivates a privacy-respectful culture and (2) create program controls to protect personal information under its control. Regarding the first block, the Guideline states that a business should incorporate privacy protection into their internal data governance by taking at least the following actions: getting buy-in from senior management to champion the PMP; appointing someone (usually called the privacy officer) who is qualified and responsible for the PMP and giving them the powers and resources to implement the PMP; if necessary (e. g. , in larger businesses), setting up a privacy office with staff to assist the privacy officer with their mandate; and establishing internal reporting mechanisms to help ensure that the PMP functions as expected. Regarding the second block, the Guideline states that a business should implement at least the following PMP controls: establishing and maintaining a personal information inventory to determine all the personal information held by the business and to document why the business collects, uses or discloses that personal information, and how sensitive that personal information is; having internal privacy protection policies for employees to follow that help ensure the business meets its obligations under PIPEDA including policies regarding (a) the collection, use and disclosure of personal information, (b) access to and correction of personal information, (c) retention and disposal of personal information, (d) responsible use of information and information technology (including appropriate security and access controls), and (e) challenging compliance; establishing identification and mitigation processes and documents (including risk assessments) for privacy impacts and security threats; providing ongoing training on privacy protection policies and obligations to persons involved in handling personal information tailored to specific needs; creating protocols for privacy breach and incident management response that, among other things, assign responsibilities for privacy breach reporting; managing third party service providers to whom the business transfers personal information for processing by putting in place contractual or other means to protect that personal information (such as including specific provisions in a contract binding the service provider to the policies and protocols of the business and requiring the service provider to notify the business in the event of a breach); and developing a procedure and approach to external communication for informing individuals of their privacy rights and the business's program controls in clear and understandable language. The Guideline also outlines the following critical tasks involved in the ongoing assessment and revision of a business's PMP to ensure it remains relevant and effective including: developing an annual oversight and review plan with key performance measures and a schedule for review; and assessing (through regular monitoring and periodic audit) and where necessary revising program controls which requires the privacy officer to undertake at least the following actions: monitor and update the personal information inventory; review and revise privacy protection policies as needed to ensure they remain relevant and effective; treat privacy impact assessments and security threat and risk assessments as evergreen documents; review and modify training and education of employees; review and adapt breach and incident management response protocols; review and where necessary refine requirements in contracts with service providers; and update and clarify external communication explaining privacy policies. PMPs under Bill C-27 It seems reasonable to conclude that the PMP provisions in Bill C-27 are mainly a statutory codification of the Guideline. Notably, however, the Canadian privacy commissioners' expectations in the Guideline for all businesses in Canada to have a tailored PMP will be legally binding on businesses if the PMP requirements in sections 9 and 10 of the CPPA become law. Specifically, these provisions will: again, make it mandatory for businesses of all sizes in Canada to implement and maintain an appropriately scaled PMP; require the PMP to include the policies, practices, and procedures for the business to fulfill its privacy obligations; and in developing the PMP, require each business to take into account the volume and sensitivity of personal information under its control. Moreover, the OPC will have the right, on request, to access the policies, practices and procedures of the business's PMP. While the OPC can provide guidance and corrective measures with regards to that PMP, the OPC cannot use the policies, practices and procedures it obtains through such access to initiate a complaint or carry out an audit. More Guidance on PMPs In addition to the Guideline, businesses can draw inspiration in establishing or updating their PMPs through the general guidance in the following recent publications: British Columbia's 2023 Accountable Privacy Management in BC's Public Sector; the International Organization for Standardization (ISO)'s 2023 ISO/DIS 31700 Consumer protection — Privacy by design for consumer goods and services; and the European Data Protection Board's 2020 Guidelines 4/2019 on Article 25, Data Protection by Design and by Default. Why businesses should be proactive with their PMPs For any business, compliant and effective privacy and data governance involves understanding its personal information flows, practices, risks, safeguards, procedures, and legal requirements. Having a comprehensive PMP is one of the best ways for a business to achieve and demonstrate accountability. It provides assurance to the business that it is both aware of its privacy obligations, as well as what personal information practices occur within its operations. While the passage of Bill C-27 in its current form is not guaranteed, there has been little controversy about the PMP requirements proposed in the CPPA and likely for good reason. For the most part, these sections are a codification and evolution of the Guideline with which most businesses responsibly discharging their accountability obligations under PIPEDA have been familiar for many years. Lastly, with the number and severity of cyber incidents on the rise and with Canada's federal private sector privacy law most likely soon moving from an ombuds model to an enforcement model with significant penalties and fines for non-compliance, prudence dictates that all Canadian businesses (whether large, medium or small) be proactive and, if they haven't already, now start the process of putting in place comprehensive, robust and effective PMPs appropriately tailored to their operations. Simply put, if a Canadian business takes the lead with a demonstrably credible PMP, it will be good for that business's customers, employees, service providers, relationship with Canadian privacy commissioners and, in turn, the business's bottom line and reputation. This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2023-03-17 - Modified: 2023-03-17 - URL: https://www.foglers.com/insights/canada-revenue-agency-notices-for-the-underused-housing-tax/ - Categories: Article As the 2023 tax season approaches, property owners of residential properties should review their new tax filing and tax payment obligations (if any) as per the Underused Housing Tax Act, 2022 (the "Act"). A summary of the Act, and the tax filing and taxation obligations can be found in our article here. The Canada Revenue Agency (CRA) has recently released a number of Notices in anticipation of the April 30, 2023 filing deadline: the UHTN1 Introduction to the Underused Housing Tax; the UHTN2 Calculating the Underused Housing Tax Payable; the UHTN3 Filing a Return and Paying the Underused Housing Tax; and the UHTN4 Exemptions for Specified Canadian Partnerships, Trusts and Corporations. The Notices provide insight into the CRA's interpretation and application of the Act, which is certainly welcome information as we await additional regulations to the Act. Some of the key takeaways from the Notices are as follows: Affected Owners The Notices define a category of residential property owners, called "Affected Owners", which reflects the nuances of the Act as it relates to the tax filing requirements and the tax (though this term is not used in the Act itself). As mentioned in our prior article, the Act establishes a tax filing requirement that is distinct from the tax that is payable. The tax filing requirement appears to be based on whether a given person or entity falls within the definition of an "owner" as opposed to an "excluded owner"; it is not related to the type, nature or use of the residential property. In contrast, the tax is payable if the property falls within the definition of "residential property" (a definition based on property type), unless an exemption applies. It is therefore possible that an owner of residential property may be obliged to file an annual return but will not have to pay the tax. The Notices define this category of owners as "Affected Owners": that is, owners of residential property in Canada on December 31 of a calendar year, who are not "excluded owners". Affected Owners will have to file an annual return. Bare Trusts Trustees of bare trusts are likely obliged to file an annual return where the trustee is a registered owner on title to residential property. In bare trust arrangements, the trustee merely holds title to the trust property while the beneficiaries retain control and beneficial ownership of the property. However, the Notices and the Act do not distinguish between legal and beneficial ownership. For the purposes of the Act, an individual or entity (including a private corporation) is an owner of residential property if they are identified or considered as an owner in the land registration system where the property is located. Bare trustees appear to fit within the ambit of an Affected Owner for CRA purposes, as an Affected Owner includes an individual that is a citizen or permanent resident of Canada, who owns residential property in Canada as a trustee (other than as a personal representative for a deceased individual, or as a trustee of certain trusts: mutual fund trusts, real estate investment trusts or SIFT trusts for Canadian income tax purposes). Private corporations also share the tax filing obligations of an Affected Owner when acting as bare trustees of trusts that hold residential property. Buildings that are not considered "residential properties" There is some clarity on the types of buildings, premises and structures that are not considered "residential properties" for the purposes of the tax. While these building types are not outlined in the Act, the CRA will take the position that properties such as high-rise apartment buildings, commercial condominium units, quadruplexes, and commercial cottages, cabins and chalets are not "residential properties". A list of other building types can be found in the UHTN1 Introduction to the Underused Housing Tax Penalty The Notices provide a reminder of the stricter penalty that may follow if an Affected Owner claimed a property exemption but failed to file a return by December 31 of the following calendar year. This penalty essentially nullifies the exemption when calculating the penalty amount. In other words, the calculation is based on the amount of the tax that would have been payable if the exemption did not apply. No time limit for assessment by CRA The CRA can assess the tax, penalties and interest for a property in any given calendar year at any point in time. The Act has a wide reach and imposes significant penalties for non-compliance. As such, owners of residential property should undergo a careful assessment of whether the Act applies in their circumstances, with particular regard to how property ownership is registered on title, the property's use, and whether the owner falls within a certain category of owners under the Act. You are encouraged to contact your lawyer at Fogler, Rubinoff LLP or one of the members of our Tax and Estates Group to obtain legal advice regarding the new taxation and filing requirements outlined in this bulletin. Lawrence Adelbergt: 416. 941. 8829 ladelberg@foglers. comTammy Anklewiczt: 416. 365. 3710 tanklewicz@foglers. comKathryn Baltert: 416. 864. 0112 kbalter@foglers. comLeonard Bosschartt: 416. 864. 7600 lbosschart@foglers. comShaun Doodyt: 416. 941. 8826 sdoody@foglers. comPeter Gusellet: 416. 941. 8818 pguselle@foglers. comEric Hoffsteint: 416. 864. 9757 ehoffstein@foglers. comIan MacInnist: 416. 941. 8813 imacinnis@foglers. comMichael Rosent: 416. 840. 0665mrosen@foglers. comMary Wahbit: 416. 864. 7629 mwahbi@foglers. com This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2023-03-14 - Modified: 2023-03-14 - URL: https://www.foglers.com/insights/the-litigation-consequences-of-cybersecurity-breaches-part-2/ - Categories: Article Part I of the Litigation Consequences of Cybersecurity Breaches ((2022), 53 Adv. Q. 127) introduced this audience to cyber threats and new attack vectors that threaten Canadians and organizations’ cybersecurity. It explored Canada’s statutory framework and its responses to the problems and harms caused by cyberattacks or cyberbreaches. There is no unitary statutory framework in Canada. Instead, there are several frameworks and regimes that attempt to address organizational cybersecurity obligations, as well as individual cybersecurity rights and protections. We reviewed these in Part I: Frameworks of General Application, such as PIPEDA or FIPPA, and sector-specific ones, such as the OSFI’s guidelines for FRFIs, or IIROC’s guidelines for dealer members. Part I also looked forward hopefully to novel, robust cybersecurity legislation. But that hope remains distant relative to the cybersecurity protection Canadians expect from organizations. As new threats or issues arise, courts continue in their efforts to expand the remedies and protections under those frameworks through thoughtful interpretation. However, these statutory frameworks are limited in the civil remedies they can offer for violations, and even more limited in the monetary redress they provide. Enter the common law. In cybersecurity law’s nascent state, cyberbreaches in Canada (and elsewhere) are accreting around privacy. This accretion is befitting. Privacy law is itself in a nascent state. It is in emerging privacy torts that most, if not all, cyberbreaches seek their civil litigation footing, in addition to repurposed existing torts (e. g. , negligence) or breach of contract. Given these nascent states, our vista is limited. Just as there is no perfect technology or perfect technological solution to cyberbreaches, civil litigation as yet offers no single or perfect solution to cybersecurity issues. 1 Cyberbreach litigation is only beginning to take shape. Its Donoghue v Stevenson moment has yet to arrive. Part II of the Litigation Consequences to Cybersecurity Breaches will focus on (i) common law remedies, and (ii) some liability avoidance strategies. The-Litigation-Consequences-of-Cybersecurity-Breaches-PART-II-1Download This is a pre-copy edited, post-peer reviewed version of the Contribution accepted for publication in The Advocates’ Quarterly. Reproduced by permission of Thomson Reuters Canada Limited. --- - Published: 2023-03-13 - Modified: 2023-03-13 - URL: https://www.foglers.com/insights/lease-vs-license-what-is-the-difference-or-if-it-looks-like-a-lease-and-reads-like-a-lease/ - Categories: Article Commercial property occupancy agreements can take various forms. The term "lease" is commonly used to describe the agreement that governs the relationship between parties whereby one party is entitled to occupy the property of another party for a fee. Similar to leases, license agreements can also govern the contractual relationship between an occupant and a property owner. However, each type of agreement provides for different sets of property rights for both occupants and owners and understanding the distinguishing factors between the two is critical in the commercial leasing context.   This paper will highlight the similarities and differences between leases and licenses by: (i) providing an overview of the elements that make up each agreement, and (ii) through a case law lens, illustrate the main differences in the rights that each agreement allocates to parties and provide recommendations on which type of agreement is suitable for a particular client's needs. Eight-Minute-2023-Leasing-vs-Licensing-ArticleDownload --- - Published: 2023-02-13 - Modified: 2023-02-13 - URL: https://www.foglers.com/insights/can-i-date-my-colleague/ - Categories: Article We see hearts and roses everywhere during the month of February, especially in the weeks leading up to Valentine's Day. Given the amount of time Canadians spend at work, it is not surprising that relationships bloom in the workplace from time to time. After all, many of us spend more time with our colleagues than with our friends and family. This begs the question: Can I date my colleague? While it is not generally "illegal" to date a colleague, workplace romances often lead to a number of issues for the employees in question and for the employers who employ them. Like all romances, relationships between colleagues can be great, that is, until they are not. The problem is this: once the relationship comes to an end, the employees still have to see each other in the workplace every day. This can lead to a number of issues employers and employees alike should be aware of, and consider, when they are contemplating workplace romances. It is not uncommon to see a consensual relationship become an issue of workplace harassment and/or discrimination when things do not work out. A generally accepted definition of harassment in Ontario is "engaging in a course of vexatious comment or conduct that is known or ought reasonably be known to be unwelcome". Sexual harassment also has its own definition: "engaging in a course of vexatious comment or conduct against a worker in a workplace because of sex, sexual orientation, gender identity or gender expression where the course of comment or conduct is known or ought reasonably be known to be unwelcome or, making a sexual solicitation or advance where the person making it is in a position to confer, grant or deny a benefit or advancement to the worker and the person knows or ought reasonably to know that the solicitation or advance is unwelcome". Discrimination means treating someone unfairly because of their sex, sexual orientation, gender expression or gender identity, etc. Employers in Ontario have an obligation to protect their workers from workplace harassment and discrimination, and this can become quite difficult when relationships start as consensual and then go south. How can employers protect against this? While there is no perfect answer, it is advisable to have policies in place that address reporting relationships, conflicts of interest, and disclosure obligations as they relate to workplace romances. Instead of "Can I date my colleague? ", perhaps the question should be "Should I date my colleague? ". If you require any further information with respect to any of the above, please feel free to contact me and I would be pleased to assist. --- - Published: 2023-01-17 - Modified: 2024-05-03 - URL: https://www.foglers.com/insights/csa-staff-review-of-non-gaap-and-other-financial-measures-disclosure/ - Categories: Article On November 3, 2022, the Canadian Securities Administrators (CSA) published CSA Staff Notice 51-364 (the "Report") to summarize the results of continuous disclosure reviews conducted by CSA staff over two years ending March 31, 2022. The Report appended a summary resulting from the CSA's review of approximately 85 issuers to assess compliance with certain aspects of National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure ("NI 52-112"), replacing the guidance in CSA Staff Notice 52-306 (Revised) — Non-GAAP Financial Measures. NI 52-112 and Companion Policy 52-112 Non-GAAP and Other Financial Measures Disclosure (the "Companion Policy") came into effect on August 25, 2021. NI 52-112 codified new requirements for the disclosure of non-GAAP financial measures and ratios, and other financial measures (e. g. , capital management measures, total of segments measures and supplementary financial measures). Financial Reporting and Disclosure During Economic Uncertainty As part of the CSA's continuous disclosure review program activities in 2021 (the "CD Review"), the CSA reviewed certain disclosure documents (i. e. , annual MD&As, related earnings releases and investor presentations) and have highlighted key areas of deficiencies in Appendix B to the Report. Appendix B also describes the common deficiencies noted in the CD Review and provides guidance for meeting the requirements of NI 52-112. The Report identified and highlighted the potential impacts of the current economic environment on financial reporting and other disclosures. In particular, supply chain issues, the COVID-19 pandemic, labour shortages, high energy costs, inflationary pressures, rising interest rates, and more. These are all factors that are affecting current economic conditions and increasing economic uncertainty, which may impact issuers' operating performance, financial position, and future prospects. As a result, issuers should carefully evaluate and explain how economic uncertainty and changes in assumptions affect their operations and the amounts reported in the financial statements. Audit committees and external auditors must be diligent in fulfilling their responsibilities to ensure that investors receive accurate, transparent, and timely information that supports investment decisions. Issuers must also consider how economic uncertainty impacts the application of MD&A and other disclosure requirements when filing a prospectus-level disclosure documents with securities regulatory authorities. The Report identified the following common deficiencies based on the continuous disclosure documents and investor presentations that were reviewed: What is a Non-GAAP Financial Measure? A "non-GAAP financial measure" is defined in NI 52-112 as a financial measure disclosed by an issuer that (a) depicts the historical or expected future financial performance, financial position or cash flow of an entity, (b) with respect to its composition, excludes an amount that is included in, or includes an amount that is excluded from, the composition of the most directly comparable financial measure disclosed in the primary financial statements of the entity, (c) is not disclosed in the financial statements of the entity, and (d) is not a ratio, fraction, percentage or similar representation. The Companion Policy clarifies that the following items are not considered "non-GAAP financial measures" for the purposes of NI 52-112: Amounts that do not depict historical or future "financial performance", "financial position" or "cash flow", which relate to elements of the financial statements, such as share price, market capitalization, or credit rating; Financial information that does not have the effect of providing a financial measure that is different from a financial measure presented in the financial statements, such as the addition or subtraction of an identical line item, subtotal or total originating from multiple periods of primary financial statements; and Non-financial information, such as number of units, number of subscribers, volumetric information and number of employees. Earnings Releases The Report states that an earnings release that discloses a non-GAAP financial measure (either historical or forward-looking), a total segments measure, or a capital management measure, must, amongst other things, include the required quantitative reconciliation in the earnings release. This is enumerated in subsection 6(1)(e)(ii)(C) of NI 52-112. It is important to note however, that incorporating a reconciliation previously disclosed in an MD&A by reference is not permitted. The Report further reminds issuers that a non-GAAP financial measure should not be presented with more prominence that that of the most directly compatible measure disclosed in the primary financial statements. These factors are discussed in depth in paragraph 6(1)(d) of the Companion Policy. Non-GAAP Financial Measures that are Forward-Looking Information ("Non-GAAP FLI") Issuers must disclose significant differences between the Non-GAAP FLI and its equivalent historical non-GAAP financial measure. It is insufficient to only disclose material factors and assumptions used to develop the Non-GAAP FLI; although these material factors and assumptions may supplement the disclosure of the significant differences between Non-GAAP FLI and its historical non-GAAP counterpart. In other words, if a reporting issuer discloses Non-GAAP FLI (e. g. , adjusted net income for 2023), it must also disclose: (i) its 2022 historical figure (i. e. , the 2022 adjusted net income) and the required disclosures relating to non-GAAP historical financial information in NI 52-112; as well as (ii) any significant differences between the two measures and an explanation as to what caused this expected increase/decrease (i. e. , reasons for the expected increase/decrease in adjusted net income such as expanded/decreased capacity at the issuers facility). Total of Segments Measured A "total of segments measure" is defined in section 1 of NI 52-112 as "a financial measure disclosed by an issuer that (a) is a subtotal or total of two or more reportable segments of an entity, (b) is not a component of a line item disclosed in the primary financial statements of the entity, (c) is disclosed in the notes to the financial statements of the entity, and (d) is not disclosed in the primary financial statements of the entity". The Report states that the CSA found that some issuers did not appropriately identify a total of segments measure and, as a result, failed to include required disclosures. The Report states that the mere inclusion of a financial measure among information on reportable segments is not sufficient, on its own, to conclude that the financial measure meets the definition under NI 51-112. In other words, a total of segments measure disclosed in the notes to the financial statements of an entity must contain additional disclosure when disclosed outside of the financial statements. If the CSA views a total of segments measure as being included in a manner that is not consistent with the core principle of IFRS 8 Operating Segments, CSA staff can request the removal of the total of segments measure from the issuer's financial statement notes. In such a case, the financial measure is deemed to be disclosed outside the financial statements and becomes a non-GAAP financial measure. This distinction is important because NI 52-112 has differing disclosure requirements for "total of segment measures" and "non-GAAP financial measures. " These differences are critical for issuers to understand as these measures may be inappropriately used somewhere else in the financial statements without full disclosure. Supplementary Financial Measures The Report provides that reporting issuers need to be specific and consistent when labelling supplementary financial measures to avoid unintentionally misleading investors. NI 52-112 states that if an issuer chooses to disclose a supplementary financial measure in a document, they: must be labelled using a term that: given the measure's composition, describes the measure; and distinguishes the measure from totals, subtotals, and line items disclosed in the primary financial statements of the issuer; and in proximity to the first instance of the supplementary financial measure in the document, the document discloses, directly or by incorporating it by reference,1 an explanation of the composition of the supplementary financial measure. The rationale behind this is to avoid instances where a measure's composition is inconsistent with well-established expectations as to that term's composition. The Report provides an example with respect to the use of "Backlog". The CSA notes that while it has been well-established that "Backlog" represents an issuer's firm purchase orders, "Backlog" has been used to include other orders such as letters of interest or proposals outstanding. Investor Presentations With respect to investor presentations, the Report advises issuers to be cautious about incorporating disclosures by reference to MD&A's that have not yet been filed or possess information about the specific financial measures disclosed in the investor presentation. The Report also reminds issuers that NI 52-112 requires issuers to specify the location of the information being incorporated by reference from an MD&A (e. g. , the reference should identify the financial reporting period of the MD&A, as well as the specific section or page reference within the MD&A or provide a hyperlink). For example, a general reference such as "see the non-IFRS measures section in the MD&A" is insufficient. Other The Report also noted the following deficiencies: failure to provide required comparative information, such as a quantitative reconciliation, for all comparative periods presented; and failure to disclose each non-GAAP financial measure that is used as a component of the non-GAAP ratio (including non-GAAP ratios that contain forward-looking information). Key Takeaways Issuers that use non-GAAP financial measures, non-GAAP ratios and other specified financial measures should carefully review... --- - Published: 2023-01-16 - Modified: 2024-05-03 - URL: https://www.foglers.com/insights/whats-ahead-in-2023-for-privacy-and-cyber-security-law/ - Categories: Article Expect new Federal Privacy Laws for the Private-Sector A modernized federal privacy law may be coming to the private sector. Now under debate in Parliament, Bill C-27 reintroduces the Consumer Privacy Protection Act (CPPA). The CPPA first appeared in 2020, but died on the order paper with the 2021 federal election. If the CPPA makes it into law this time, it will replace the 20-plus year-old Personal Information Protection and Electronic Documents Act (PIPEDA). Privacy regulation will be different under the CPPA than under PIPEDA. The CPPA will subject Canadian businesses to new requirements and practices. Carrot and stick, it will create both opportunities and challenges for the private sector. Opportunities because it strives to align Canada with the European Union's General Data Protection Regulation (GDPR), the California Privacy Rights Act and Québec's new privacy Bill 64. Challenges because non-compliance may bite hard: The requirement that every organization implement and maintain a privacy management program The right to establish Codes of Practice and Certification Programs for organizations and entities Data Mobility Frameworks under which individuals can ask for their personal information to be disclosed directly to other organizations, subject to regulations New requirements for using de-identified information and prohibitions on re-identification Use of data for Socially Beneficial Purposes without consent, under certain conditions Administrative Monetary Penalties of up to $10,000,000 or 3% of an organization's gross global revenue for privacy contraventions Fines of up to $25,000,000 or 5% of an organization's gross global revenue for offences Specific provisions for the data of minors. Bill C-27 would also introduce the Artificial Intelligence and Data Act (AIDA): Canada's first statute respecting how the private sector creates and uses artificial intelligence (AI), with financial consequences for non-compliance. Privacy Laws are Changing Across the Country Québec's Bill 64 (or Law 25) came into force last September, with most provisions coming into force in 2023, and some in 2024. The law's new obligations range from privacy impact assessments to personal information frameworks. It also allows for exceptions to consent. Ontario, British Columbia, and Alberta have signalled that privacy law reform may be coming. The British Columbia and Alberta governments have established special committees to review provincial privacy legislation. Privacy Commissioners across Canada continue to take a joint approach to investigations, as seen in the 2022 Tim Horton's investigation. What You Can Do Now to Prepare Know your current privacy compliance obligations and how they are being met. Several CPPA provisions build on PIPEDA obligations you already have. Plan refresher privacy training to understand what's coming, how to prepare for it, the opportunities it may offer, and the risks it may pose. Identify how the potential changes to the law may impact on present or future business models. Consider whether to advocate for changes to the law via industry associations, since Parliament may soon establish a Committee to study Bill C-27. What This All Means for You Be prepared to demonstrate compliance with Canadian privacy laws if operating in a province considered to have privacy legislation substantially similar to PIPEDA (i. e. , British Columbia, Alberta, or Québec). Ensure that your company is ready for the Bill 64 requirements coming into force in September 2023 on collecting, using, or disclosing the personal information of individuals in Québec. Be proactive about data security. Amidst the epidemic of cybersecurity incidents (e. g. , data theft, ransomware), privacy breach lawsuits are proliferating. While Ontario courts recently ruled out holding corporate victims of such incidents liable for privacy torts, other courts have left the issue open. And victims may still be liable in negligence or breach of contract for preventable breaches, as courts across Canada have noted. Check in with the people responsible for privacy law compliance, consider the connection between privacy and security practices, and assess the impact on business activities of the upcoming regulations. Review breach response plans. Consider breach response training. Update policies and procedures to align with changes to laws on confidentiality reporting or mandatory breach reporting. Increasing Regulations Around Cyber Security Bill C-26, also before the House of Commons at present, would enact the Critical Cyber Systems Protection Act (CCSPA), imposing cyber security obligations on federally regulated companies, including those in the banking, energy, nuclear, transportation and telecommunications sectors. The CCSPA will require the organizations it covers to establish a cyber security program for “critical cyber systems”, to include cyber security risk identification and mitigation, critical cyber systems protection, incident detection and impact minimization, and mandatory incident reporting. Cyber Security Direction powers will also be available to the government, to direct compliance with protective measures for cyber security. The CCSPA has administrative monetary penalties for violations, with a maximum of $1,000,000 for individuals, and up to $15,000,000 in other cases. Federally regulated financial institutions overseen by the Office of the Superintendent of Financial Information (OSFI) will also be preparing for its recent guideline Technology and Cyber Risk Management (Guideline B-13), which takes effect in January 2024. For a privacy check-in, please contact a member of our Privacy, Data Govenance and Cybersecurity Group. This publication is intended for general information purposes only and should not be relied upon as legal advice. See Fogler Rubinoff LLP / David Young Law, Table Comparing Canada’s Proposed AIDA to EU’s Proposed AI Act on Foglers. com here. PIPEDA Findings #2022-001. See Fogler Rubinoff LLP / David Young Law, How Canada's Proposed Private Sector Modernized Privacy Law and New AI Systems Law Will Impact Canadian Businesses, briefing to Council of Canadian Innovators on Bill C-27, on Foglers. com here. See the discussion of cyber security laws in The Litigation Consequences of Cybersecurity Breaches by Ronald Davis, Alexander Evangelista and Teodora (Prpa) Obradovic, on Foglers. com here. --- - Published: 2023-01-16 - Modified: 2024-05-03 - URL: https://www.foglers.com/insights/tsx-proposed-amendments-providing-clarity-on-bona-fide-public-offerings/ - Categories: Article I. Introduction On December 1, 2022, the Toronto Stock Exchange (the "TSX") sought out comments from the public for its proposed amendments to Section 606 — Prospectus Offerings (the "Proposed Amendments") of the TSX Company Manual (the "Manual"). The Proposed Amendments seek to reduce the burdens that issuers and their agents face when raising capital by way of a prospectus offering by providing clarity, predictability, and greater transparency of TSX policies. The TSX expects the Proposed Amendments to come into force during the first quarter of 2023, following public notice and approval by the Ontario Securities Commission. The TSX is soliciting comments from the public on the Proposed Amendments until January 31, 2023. II. Background Section 606 of the Manual sets out rules for issuers who intend to distribute securities by way of a prospectus offering. Pursuant to subsection 602(a) of the Manual, listed issuers are to provide notice of the proposed transaction to the TSX, which then reviews the notice and determines whether the prospectus offering is a bona fide public offering. If deemed bona fide, the terms of the offering will be accepted, subject to the applicable provisions of Section 606 of the Manual. In instances where the TSX determines that the offering is not bona fide, the TSX will advise the issuer that the prospectus offering will be reviewed under Section 607 - Private Placements of the Manual (the "Private Placement Rules") and that additional rules will be applied to the transacti on (e. g. , discount and dilution restrictions). In considering whether a prospectus offering is bona fide, the TSX uses the following factors set out in subsection 606(b) of the Manual: Method of distribution; Participation of insiders; Number of placees; Offering price; and Economic dilution. The current drafting of the Manual does not contain details as to how each factor is applied in the TSX's determination of whether a prospectus offering is bona fide. Following the consideration of these factors, the TSX may still apply the provisions of the Private Placement Rules. III. The Proposed Amendments After a review of deal pricing data from 2014 to 2022, and several consultations with various market participants to obtain feedback on what constitutes a bona fide public offering, the TSX concluded that setting clearer standards is necessary. The TSX identified the following three factors in considering whether a prospectus offering is bona fide: (1) whether the offering has been broadly marketed, (2) the offering price, and (3) insider participation. (1) Broadly Marketed To be considered bona fide, a public offering must be broadly marketed. Under the Proposed Amendments, the TSX proposes to define "broadly marketed" as an offering where the agent or underwriter either: distributes the offered securities to at least 50 purchasers; or makes the offer known to the selling group and/or equity capital markets desks at all Canadian investment dealers. Notwithstanding the lack of clarity on the meaning of "all Canadian investment dealers", a prospectus offering that does not meet these criteria will be reviewed under the Private Placement Rules (2) Offering Price The TSX has taken the view that when determining the price of securities distributed under a prospectus, deference should be given to an issuer's board of directors in fulfilling their fiduciary responsibilities. As such, the Proposed Amendments provide that the TSX will generally accept the offering price of the securities offered by way of prospectus, regardless of the discount amount, provided that the prospectus offering is broadly marketed and that there is no insider participation. Additionally, with respect to calculating the discounts for prospectus offerings and private placements, the Proposed Amendments seek to change the relevant reference price to the "closing price"1 of the most recently completed trading session of the issuer's listed securities. This marks a shift away from the use of market price2, and is in line with the TSX's policy view that market price is no longer most appropriate for this purpose. (3) Insider Participation Under the Proposed Amendments, if insiders of an issuer intend to participate in a prospectus offering, the TSX will review the offering as follows: If the offering is broadly marketed and is priced at less than, or equal to, a 15% discount to the closing price of the offered securities, the TSX will accept insider participation in the offering provided that insiders participate for no more than their pro rata interest. Insider participation beyond their pro rata interest will be reviewed under the Private Placement Rules. If the offering price exceeds a 15% discount to the closing price of the offered securities, the TSX will review all insider participation in the offering under the Private Placement Rules. This may require shareholder approval of the offering. 3 For example, if an issuer's listed securities had a Closing Price of $1. 00 and the proposed offering price was $0. 80 (representing a discount of 20%), all insider participation would be reviewed under the Private Placement Rules (See Subsection 607(e) of the Manual). (IV. ) Conclusion The Proposed Amendments are welcomed changes for TSX issuers. These changes should increase capital raising efficiency (e. g. bought deals and overnight marketed offerings) and reduce the burden of pre-announcement pricing pre-clearance with the TSX. If you would like to discuss the Proposed Amendments or for any further information, please contact any member of our Securities and Capital Markets Group. 1 As defined in Appendix F - Take-Over Bids and Issuer Bids Through the Facilities of Toronto Stock Exchange. 2 Defined as the five-day volume weighted average trading price. 3 Under subsection 604(a)(ii) of the Manual, the TSX will generally require shareholder approval if, in the opinion of the TSX, the offering results in more than 10% of the issued and outstanding shares of an issuer (on a non-diluted basis) being issued to insiders in a six-month period. This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2023-01-12 - Modified: 2023-01-12 - URL: https://www.foglers.com/insights/rind-in-2023-with-an-internal-hr-compliance-audit/ - Categories: Article January is a month notorious for resolutions. It is thus the perfect time to plan for the year ahead, which should include considering whether your organization is compliant with its legal obligations as you head into 2023. Below is a simple checklist outlining certain legal requirements that apply to most workplaces in Ontario. This list has been created to assist your organization to determine whether it is compliant as it heads into 2023. Do you have the following in place? Harassment Prevention Policy and Training (Required under OHSA)Violence Prevention Policy and Training (Required under OHSA)Health and Safety Policy and Training (Required under OHSA)AODA – mandated Policies and Training (Required under AODA)Copy of the Occupational Health and Safety Act available in workplace. Poster: "Health & Safety at Work: Prevention Starts Here" posted in your workplace. Employment Standards Poster posted in your workplace. Joint Health and Safety Committee (if your organization employs 20 or more employees) formed and trained. Health and Safety Representative (if your organization employs more than 5 but less than 20 employees) selected and trained. Disconnecting from Work Policy (required under ESA if your organization employs more than 25 employees)Electronic Monitoring Policy (required under ESA if your organization employs more than 25 employees)* This list is non-exhaustive and applies to provincially-regulated employers. If you are missing checkmarks on the list above or have questions about whether any of the requirements set out above apply to your organization, please feel free to contact me at amarsland@foglers. com and I would be happy to assist you with an HR compliance audit. Happy New Year! This publication is intended for general information purposes only and should not be relied upon as legal advice. --- - Published: 2022-12-21 - Modified: 2022-12-21 - URL: https://www.foglers.com/insights/2022-establishing-a-business-entity-an-international-guide-canada-chapter/ - Categories: Article Once again, Fogler Rubinoff and Robinson Sheppard Shapiro have co-authored the Canada chapter in the 2022 edition of The International Lawyers Network's Establishing a Business Entity: An International Guide, which offers a summary of key corporate law principles in 40 countries across the globe. Establishing-a-Business-EntityDownload --- - Published: 2022-12-20 - Modified: 2024-05-03 - URL: https://www.foglers.com/insights/csa-updates-regulatory-requirements-for-crypto-trading-platforms-operating-in-canada/ - Categories: Article On December 12, 2022, in the aftermath of recent developments in the crypto market and in the wake of the FTX exchange collapse, the Canadian Securities Administrators (CSA) announced a number of changes to strengthen its approach to oversight for crypto trading platforms operating in Canada ("CTPs"). On August 15, 2022, the CSA announced that all CTPs operating in Canada while taking steps to seek registration are required to sign undertakings which included terms and conditions consistent with requirements currently applicable to registered platforms. The CSA's December 12, 2022 update is designed to further enhance its previous commitment made on August 15, 2022 relating to the regulation of CTPs. TIMELINES FOR PRE-REGISTRATION UNDERTAKINGS Firstly, the CSA announced that deadlines will be forthcoming for CTPs offering services in Canada to deliver a prescribed form of Pre-Registration Undertaking ("PRUs") to the applicable CSA member and that if a CTP does not deliver a PRU prior to such deadline, the CSA will consider all applicable regulatory options to bring the CTP into compliance with securities law, including enforcement action. The CSA also confirmed that CTPs located outside of Canada but which are accessible by Canadian investors are regarded as operating in Canada for the purposes of securities regulation. NEW REQUIREMENTS FOR ALL CTPS Secondly, the CSA announced that terms and conditions covered by PRUs are to be expanded, including: segregated client funds: CTPs will be required to hold Canadian clients' assets with an appropriate custodian and segregate the assets from the CTP's proprietary assets; and margin and leverage prohibition: CTPs will be prohibited from offer margin or leverage to any Canadian client. The CSA indicated that custodians will generally be considered qualified if they are regulated by a financial regulator in Canada, the U. S. , or a jurisdiction with a similar supervisory regime for conduct and financial regulation. The CSA has also reminded Canadian investors that if they choose to pursue an investment in crypto assets or financial products relating to crypto assets, they should use a CTP that is registered with CSA members. Notwithstanding the foregoing, the CSA notes that, despite the investor protections introduced by the CSA, crypto assets and related financial products remain high-risk investments and that Canadian investors must be aware of the risks that could result from, among other things, crypto trading platform non-compliance with registration terms and conditions or undertakings, interconnectedness wi thin the crypto sector, insolvency, hacks, price volatility and uncertain value propositions for individual assets. Finally, the CSA notes that Canadian regulators are of the view that stablecoins, or stablecoin arrangements, may be securities and/or derivatives and as such the CSA reminded registered CTPs and those CTPs with a PRU of their obligation to have policies and procedures in place to determine whether each crypto asset they provide exposure to is a security and/or derivative and that they are prohibited from permitting Canadian clients to trade, or obtain exposure to, any crypto asset that is itself a security and/or a derivative. TAKEAWAYS In light of the CSA's expanded requirements which are still not yet finalized, the impacts on the Canadian crypto market could be significant. Whether you are dealing with an unregistered or registered CTP, the principal regulator will contact them to discuss the application of the expanded terms and conditions to their business. As such, CTPs offering those services to Canadian investors should consider the operational impact of those requirements on their business models, and whether a more customized approach will be needed for Canadians investors or whether an exit from the Canadian market is appropriate. Developments in the crypto space and the securities regulators' expectations and requirements are evolving rapidly. Our Securities Group will keep up to date on these developments and continue to report on this space. --- - Published: 2022-12-05 - Modified: 2023-03-14 - URL: https://www.foglers.com/insights/the-litigation-consequences-of-cybersecurity-breaches-part-i/ - Categories: Article Cybercriminals are on the loose, and civil litigators – many others, too – must be ready to help remedy the consequences. The authors of this article, litigators all, propose to address the risks cybersecurity breaches pose and the civil remedies that do or may present themselves as appropriate. Our topic is not specifically privacy, but in cybersecurity law’s current nascent state, cyberbreaches in Canada (and elsewhere) are accreting around privacy. This accretion is befitting, as privacy law is itself in a nascent state. It is in emerging privacy torts that most, if not all, cyberbreaches seek their civil litigation footing, in addition to repurposed existing torts (e. g. , negligence) or breach of contract. Given these nascent states, our vista is limited. Just as there is no perfect technology or perfect technological solution to cyberbreaches, civil litigation as yet offers no single or perfect solution to cybersecurity issues. 1 Cyberbreach litigation is only beginning to take shape. Its Donoghue v Stevenson moment has yet to arrive. It is in that context that we approach our inquiry. It will fall into two parts. Part 1 will address (i) cybersecurity terms and concepts, and (ii) the statutory Canadian framework for data security and privacy. Part 2, to be released in March 2023, will focus on (i) common law remedies, and (ii) some liability avoidance strategies. The Litigation Consequences of Cybersecurity Breaches PART 1Download This is a pre-copy edited, post-peer reviewed version of the Contribution accepted for publication in The Advocates’ Quarterly. Reproduced by permission of Thomson Reuters Canada Limited. --- - Published: 2022-12-05 - Modified: 2022-12-05 - URL: https://www.foglers.com/insights/security-for-costs-in-a-construction-lien-action-when-will-a-court-order-security-to-be-paid-into-court/ - Categories: Article A lien is an extraordinary remedy which stands as security for a claim for money by the lien claimant. Prior to trial, a valid registered lien can only be lifted from title by posting security (cash, bond or letter of credit) into court for the full amount of the lien as well as an additional amount for the lien claimant's costs. Under the Construction Act (the "Act"), the party posting security (typically, either the owner or general contractor) is required to provide additional security for costs for 25% of the lien amount, up to a maximum of $250,000. It is not often, however, that the lien claimant will be ordered to post security for the Defendant's costs. This is due, at least in part, to the fact that the Act does not specifically provide for motions for security for costs in lien actions. The Act further requires leave from the Court before any interlocutory step not provided for in the Act is taken. Leave to bring an interlocutory step will only be granted where the Court is satisfied the step is necessary or would expedite the resolution of the issues in dispute. A recent decision1 shows that where a Defendant to a lien action seeks leave to bring a security for costs, necessity may be established where it is shown that there is good reason to believe that a corporate plaintiff does not have sufficient assets in Ontario to pay the Defendant's costs. Once necessity has been established, the Court will then consider whether it is just to make an order for security for costs by considering all of the circumstances of the action, including the merits of the case. The Decision In SRK Woodworking, the Plaintiff commenced a lien action seeking $100,993. 69. The Defendant contractor counterclaimed for breach of contract damages in the amount of $160,000. 00. The Plaintiff registered a lien, which was subsequently vacated by the Defendant by posting security for the amount of the lien together with an additional $25,248. 42 in respect of costs. The Defendant subsequently moved for an order requiring the Plaintiff to post security for costs, on the basis that and there was good reason to believe the corporate Plaintiff had insufficient assets in Ontario to pay costs to the Defendant if it was unsuccessful at trial. Should leave be granted? Justice Sheard adopted the reasoning of Justice MacNeil in Compass Mechanical Contracting Inc. v. AIM Recycling Hamilton et al. 2 ("Compass") regarding the test of "necessity" that must be met in order for leave to be granted to bring a motion for security for costs in a construction lien action. As stated in Compass, the purpose of security for costs it to "even the playing field" by ensuring that an insolvent Plaintiff should not be given risk-free opportunities to pursue litigation. In order to meet the test for necessity under the Act, there must be "good reason to believe that a corporate Plaintiff does not have sufficient assets in Ontario to pay the Defendant's costs". 3 In SRK Woodworking, the Plaintiff admitted that it did not have the ability to pay a costs award. With this admission, coupled with the fact that the Defendant posted security for the full amount of the Plaintiff's lien claim together with an additional 25% of the amount claimed for costs, Justice Sheard was satisfied that the Defendant had met its onus of demonstrating necessity in accordance with the Act, and granted leave to the Defendant to bring its motion. Doing so, in Justice Sheard's view, would "even the playing field". Should Security be Ordered? According to the Divisional Court's decision in Know Your City Inc. v. The Corporation of the City of Brantford 4, the Court is to look at all of the circumstances of a case, including the merits, when deciding whether it is just to make an order for security for costs. The initial onus is on the defendant to satisfy the Court that it "appears" there is good reason to believe that the matter comes within one of the circumstances enumerated in Rule 56. 01. The onus then shifts to the Plaintiff to establish that an order for security would be unjust by demonstrating that: (i) it has appropriate or sufficient assets to satisfy a costs order; (ii) that it is impecunious and that justice demands that the Plaintiff be permitted to continue with the action because it has a claim that is not "plainly devoid of merit"; or (iii) if impecuniosity is not established, by meeting the high-hurdle high threshold of satisfying the Court that it has a reasonable chance of success in the action. To resist the motion, the Plaintiff must establish direct and indirect impoverishment. In Melco Construction Inc. v. Jack Frost Sparking Springs Co. Ltd. 5, this was described as: In motions of this nature, the financial evidence of plaintiffs must be set out with robust particularity. There should be no unanswered material questions, as is the case here. It is worth remembering that the financial status of the plaintiffs is known only to them. As I mentioned earlier, they bear the burden of proving the effect upon them of an order for security for costs... Full financial disclosure is required and should include the following: the amount and source of all income; a description of all assets (including values); a list of all liabilities and other significant expenses; an indication of the extent of the ability of the plaintiffs to borrow funds; and, details of any assets disposed of or encumbered since the cause of action arose. 6 While the Plaintiff in SRK Woodwoorking had admitted that it could not pay a costs award, the evidence fell short of establishing that the Plaintiff was impecunious. The only evidence delivered by the Plaintiff was the financial circumstances of its managing director and another director of the corporation. Justice Sheard was critical of the lack of evidence regarding the Plaintiff's financial circumstances, and made it clear that evidence concerning the finances of the Plaintiff's managing director and director was not evidence of the Plaintiff's assets. Her Honour found that the Plaintiff had not met its obligation to make full disclosure of the financial information envisioned by the Court in Melco. The Court then considered whether the Plaintiff had met its onus of demonstrating that it had a good chance of success in the action. This too was not accepted by Justice Sheard, who observed that the Plaintiff had failed to lead any evidence of the merits of its claim against the Defendant. The Court also rejected the argument that the Plaintiff's financial difficulties were caused by the Defendant, and that for this reason, an order for security should not be granted. Relying on the cross-examination of the Plaintiff's managing director, the Court found that the Plaintiff had cash-flow problems prior to invoicing the Defendant. The Plaintiff's landlord had locked the Plaintiff out of its premises for non-payment of rent. As well, and prior to invoicing the Defendant, the Plaintiff had requested advance payments in order to pay invoices unrelated to the project at issue in the litigation. Based on the above, the Court found that the Defendant was entitled to an order for security for costs. Takeaway Justice Sheard's decision should serve as a reminder to lien claimants. Where a Defendant seeking security for costs can establish that the lien claimant appears to have insufficient assets in Ontario to pay an adverse costs order, the lien claimant must to provide full financial disclosure if it intends to demonstrate impecuniosity, and must also provide strong evidence of the merits of its case against the Defendant. Failure to do so will result in an order for security for costs. ___________________________________ 1 SRK Woodworking Inc. v. Declan Construction Ltd. et al. , 2022 ONSC 6229 ("SRK Woodworking"). 2 Compass Mechanical Contracting Inc. v. AIM Recycling Hamilton et al. , 2022 ONSC 4656 . 3 Compass, at para 19. 4 Know Your City Inc. v. The Corporation of the City of Brantford, 2020 ONSC 7363 (Div. Ct. )5 Melco Construction Inc. v. Frost Sparkling Springs Co. Ltd. , 2011 ONSC 2197 . 6Melco, at para 25, citing Morton v. Canada (Attorney General), O. J. No. 948 (Sup. Ct. J. ), at para 32. --- --- ## Opportunities - Published: 2025-05-22 - Modified: 2025-05-22 - URL: https://www.foglers.com/opportunities/junior-corporate-law-clerk/ Why become a Fogler, Rubinoff ("FR") team member?   At FR, one of our fundamental objectives is to keep our employees and their families healthy—physically, emotionally, and financially. To ensure the health and wellness of all our team members, we offer our Law Clerk, Staff and Support team members a comprehensive benefits package which includes extended health, dental, "flex" health care spending, disability insurance, a robust Employee and Family Assistance Program, an annual fitness allowance and an RRSP matching program. All our team members enjoy flexible working schedules, and most positions are eligible to participate in our hybrid workplace structure, attending to the office 2-3 days per week. Our team members also receive a generous Time Away from Work package, including flexible paid Personal Time Off, Volunteer time, paid Birthday, Moving Day, and more. We believe in recognizing and rewarding our team members through our Milestone Anniversary Bonus program and our monthly acknowledgement of service excellence through our peer-to-peer "FRecognition" program. All team members enjoy complimentary on-site breakfast and snacks twice a week and are invited to attend our annual events such as our Summer Gathering, Staff Appreciation Week, and our Holiday party. We support continued professional development and encourage professional and personal growth through our "FR Academy", a learning management system offering a variety of online educational modules that cater to enhancing our internal training and learning culture.   Junior Corporate Law Clerk Job Description: Our firm is seeking a Junior Corporate Law Clerk to join our Corporate Services Department. This role requires a proactive, detail-oriented professional who can manage multiple tasks and shifting priorities independently and collaboratively. Duties and Responsibilities: Legal and Administrative Support: Provide legal support to lawyers by drafting documents, conducting searches, and preparing reports. Assist in identifying and managing corporate documentation, filings, and compliance requirements while maintaining communication with lawyers on ongoing matters. Corporate Documentation and Compliance: Review, maintenance and updating of corporate minute books including preparing general and annual corporate filings, director/ officer changes, dividends, redemptions, extra-provincial and business name registrations; File annual returns and required corporate forms under the Corporations Information Act (Ontario) and the Canada Business Corporations Act; Demonstrated knowledge of the ISC requirements; Provide additional legal support as required; Qualifications: Completion of Law Clerk program recognized by the Institute of Law Clerks of Ontario (ILCO). A member in good standing with ILCO. Excellent administrative, organizational and time management skills. Superior computer skills, including but not limited to Word, Outlook, and Corporate Database, experience with MinuteBox would be an asset. Superior written and oral communication skills. Superior research and problem-solving skills. Detail-oriented, hardworking and self-motivated. Professional demeanour with the ability to interact and effectively communicate with individuals at all levels. Want to join our FR team? Interested candidates are invited to submit a detailed resume in confidence to hrdepartment@foglers. com. Please let us know how you found our job posting in your e-mail. We thank all applicants for their interest, but only those candidates selected for an interview will be contacted. Fogler, Rubinoff LLP is an equal opportunity employer, committed to an inclusive and diverse workplace. We welcome applications from people with diverse backgrounds, identities, and cultures. Fogler, Rubinoff LLP welcomes and encourages applications from people with disabilities. Accommodations are available on request for candidates taking part in all aspects of the selection process. --- - Published: 2025-04-14 - Modified: 2025-05-22 - URL: https://www.foglers.com/opportunities/corporate-law-clerk/ Why become a Fogler, Rubinoff ("FR") team member?   At FR, one of our fundamental objectives is to keep our employees and their families healthy—physically, emotionally, and financially. To ensure the health and wellness of all our team members, we offer our Law Clerk, Staff and Support team members a comprehensive benefits package which includes extended health, dental, "flex" health care spending, disability insurance, a robust Employee and Family Assistance Program, an annual fitness allowance and an RRSP matching program. All our team members enjoy flexible working schedules, and most positions are eligible to participate in our hybrid workplace structure, attending to the office 2-3 days per week. Our team members also receive a generous Time Away from Work package, including flexible paid Personal Time Off, Volunteer time, paid Birthday, Moving Day, and more. We believe in recognizing and rewarding our team members through our Milestone Anniversary Bonus program and our monthly acknowledgement of service excellence through our peer-to-peer "FRecognition" program. All team members enjoy complimentary on-site breakfast and snacks twice a week and are invited to attend our annual events such as our Summer Gathering, Staff Appreciation Week, and our Holiday party. We support continued professional development and encourage professional and personal growth through our "FR Academy", a learning management system offering a variety of online educational modules that cater to enhancing our internal training and learning culture.   Senior Corporate Law Clerk Job Description: Our firm is seeking a Senior Corporate Law Clerk to join our Corporate Services Department. This role requires a proactive, detail-oriented professional who can manage multiple tasks and shifting priorities independently and collaboratively. You will play a key role in processing corporate documents, handling high-level transactions, and ensuring regulatory compliance while providing essential support to our Firm and Clients in corporate governance and transactional matters. Duties and Responsibilities: Legal and Administrative Support: Provide legal and administrative support to lawyers by coordinating transactions, drafting documents, conducting searches, and preparing reports. Assist in identifying and managing corporate documentation, filings, and compliance requirements while maintaining communication with lawyers on ongoing matters. Corporate Documentation and Compliance: Conduct complex corporate reviews, due diligence and drafting rectification materials. Prepare corporate structure charts. Draft and attend to filing documents for incorporations, amendments, mergers, acquisitions, financings, and reorganizations under OBCA and CBCA. Conduct minute book review and draft routine minute book documentation. Prepare and file business names, partnerships, and limited partnership registrations. File annual returns and required corporate forms under the Corporations Information Act (Ontario). Contribute to precedent development and the ability to draft share provisions. Demonstrated knowledge of the ISC requirements Leadership and Client Management: Act as a mentor and establish a training relationship with junior and intermediate clerks, fostering a respectful, collaborative learning environment within the team and serving as a role model. Establish and manage direct client relationships. Proactively identify issues and recommend solutions. Qualifications: Minimum of 10 years' experience as a Corporate Law Clerk. Completion of Law Clerk program recognized by the Institute of Law Clerks of Ontario (ILCO). A member in good standing with ILCO. In-depth knowledge and understanding of the corporate statutes. Superior administrative, organizational and time management skills. Superior computer skills, including but not limited to Word, Outlook, and Corporate Database. Superior written and oral communication skills. Superior research and problem-solving skills. Detail-oriented, hardworking and self-motivated. Ability to work independently with minimal supervision from lawyer and possesses a team player attitude. Professional demeanour with the ability to interact and effectively communicate with individuals at all levels. Want to join our FR team? Interested candidates are invited to submit a detailed resume in confidence to hrdepartment@foglers. com. Please let us know how you found our job posting in your e-mail. We thank all applicants for their interest, but only those candidates selected for an interview will be contacted. Fogler, Rubinoff LLP is an equal opportunity employer, committed to an inclusive and diverse workplace. We welcome applications from people with diverse backgrounds, identities, and cultures. Fogler, Rubinoff LLP welcomes and encourages applications from people with disabilities. Accommodations are available on request for candidates taking part in all aspects of the selection process. --- - Published: 2025-03-12 - Modified: 2025-03-12 - URL: https://www.foglers.com/opportunities/junior-accountant/ Why become a Fogler, Rubinoff (“FR”) team member?   At FR, one of our fundamental objectives is to keep our employees and their families healthy—physically, emotionally, and financially. To ensure the health and wellness of all our team members, we offer our Law Clerk, Staff and Support team members a comprehensive benefits package which includes extended health, dental, “flex” health care spending, disability insurance, a robust Employee and Family Assistance Program, an annual fitness allowance and an RRSP matching program. Our team members receive a generous Time Away from Work package, including flexible paid Personal Time Off, Volunteer time, paid Birthday, Moving Day, and more. We believe in recognizing and rewarding our team members through our Milestone Anniversary Bonus program and our monthly acknowledgement of service excellence through our peer-to-peer “FRecognition” program. All team members enjoy complimentary on-site breakfast and snacks twice a week and are invited to attend our annual events such as our Summer Gathering, Staff Appreciation Week, and our Holiday party. We support continued professional development and encourage professional and personal growth through our “FR Academy”, a learning management system offering a variety of online educational modules that cater to enhancing our internal training and learning culture.   Junior Accountant Job Description: Our firm is seeking a Junior Accountant to support our accounting team by assisting with financial reporting, regulatory compliance, and operational analysis. The ideal candidate has a minimum of 3 years of legal accounting experience, is actively pursuing a CPA, and thrives in a fast-paced environment. This role requires on-site presence a minimum of three (3) days per week and may involve overtime as needed. Primary Responsibilities: Responsible for all bank account reconciliations (General & Trust) Assist with GL Analysis & Reconciliations Support the Lawyer/Firm Metric analysis Maintain & track fixed assets Assist with the Daily and bi-weekly cash flow projection Assist with monthly reporting Assist with government remittances & reconciliations Assist in maintaining prepaid and accrual schedules Support the profitability analysis process Support the budget preparation, year-end audit, and tax schedules Assist with the annual Law Society Reporting Provide general Accounting Support, including but not limited to: Participate in training sessions and process improvements Perform administrative duties (e. g. , document management, emails, copying) Respond promptly and professionally to internal and external inquiries Provide support to other accounting team members as needed Skills & Qualifications: Strong technical skills with the aptitude to learn new software quickly Microsoft Office skills, with advanced Excel proficiency Willingness to cross-train within the Accounting Department Exceptional problem-solving, attention to detail, and organizational skills Ability to multitask, work independently, and manage priorities effectively Excellent communication and interpersonal skills Proactive mindset with a solution-oriented approach Experience & Education: Minimum 3 years of legal accounting experience Demonstrated experience in accounting software (Aderant preferred) Bachelor’s degree in Finance, Accounting, Economics, or related field Actively pursuing CPA, CFA, or similar designation Want to join our FR team? Interested candidates are invited to submit a detailed resume in confidence to hrdepartment@foglers. com. Please let us know how you found our job posting in your e-mail. We thank all applicants for their interest, but only those candidates selected for an interview will be contacted. Fogler, Rubinoff LLP is an equal opportunity employer, committed to an inclusive and diverse workplace. We welcome applications from people with diverse backgrounds, identities, and cultures. Fogler, Rubinoff LLP welcomes and encourages applications from people with disabilities. Accommodations are available on request for candidates taking part in all aspects of the selection process. --- --- ## Recognitions --- ## Representative Works ---