Dissent Rights and Shareholder Agreements – New Ruling Provides Guidance

Dissent rights, entrenched in most provincial corporate statutes, grant shareholders the power to contest significant corporate changes and compel the corporation to repurchase their shares at a fair market value. Central to the enforcement of these rights is the statutory framework, which can result in either an amicable valuation agreement or a court-mandated determination of …

When development deals go wrong, damages come in the form of land value, not lost profits

This column was originally published on RENX.ca. When a deal to buy and sell land for development goes awry, an innocent purchaser can sue for the damages suffered. However, in most cases, the measure of damages will be the difference between the purchase price of the land and the market value on the closing date. Lost …

Mass fraud, arson threats, murder, organized crime, kidnapping: What are the limits of ‘buyer beware’?

This column was originally published on RENX.ca. In an episode of The Simpsons in the late ’90s, Marge Simpson takes a job as a real estate agent to make some extra cash. She made her first sale by selling a big, reasonably priced home to the Flanders family. In her haste to close the deal and despite her …

Are written agreements and signatures required to make deals enforceable? Not always.

This column was originally published on RENX.ca. In the realm of real estate transactions, it’s well understood that for a purchase and sale contract to be legitimate, it must, at the very least, outline the identity of involved parties, describe the property in question and set forth the purchase price. There is also an implied mandatory …

Bullying and Legal Ethics: A Warning from Singh v Braich

In the legal world, mutual respect between counsel and adherence to professional standards are not just niceties – they are the cornerstone of a functional and effective justice system. A recent case, Singh v Braich, provides a stark reminder that lawyers have a professional responsibility to be courteous, particularly in interactions with junior colleagues, and …

Unraveling the Debate on Free Speech: An Analysis of the Ruling Against Dr. Jordan Peterson

Navigating the intricate balance between freedom of speech and the confines of a regulated profession is not easy these days, especially with the prevalence of social media. This was precisely the challenge the Ontario Superior Court of Justice faced in the headline-grabbing case of Peterson v College of Psychologists of Ontario. The court sided against …

Ontario Court of Appeal Provides Insight on the Transfer of Commercial Leases

This column was originally published on RENX.ca. Ontario’s highest court has ruled that a landlord cannot arbitrarily refuse to allow a commercial tenant to assign its lease without good reason.  The court looked at the applicable facts and information provided to the landlord to determine whether its refusal to consent to lease assignment is unreasonable and …

Debt Enforcement and Jointly-Owned Property – Lessons from a Recent Decision

This column was originally published on RENX.ca In the case of joint property ownership, where one party is indebted to an external creditor, what rights does the creditor hold when the property is sold? The Ontario Court of Appeal recently clarified this, concluding that creditors are only allowed to claim against the debtor’s divisible interest …

Amendments to Canadian Securities Exchange Policies

On March 30th, 2023, the Canadian Securities Exchange (the “CSE”) announced that substantial amendments (the “Amendments”) had been made to their policies (the “CSE Policies”), which officially came into effect on April 3rd, 2023. Although the Amendments have an impact on all of the CSE Policies, the focus of this bulletin will be on “Policy …

TSX Amends Rules for Pricing of Public Offerings

On April 20, 2023, the Toronto Stock Exchange (the “TSX”) adopted, and the OSC provided its notice of approval for, certain amendments (the “Amendments”) to more clearly define the factors that the TSX will now consider when determining whether a prospectus offering is a bona fide public offering or a private placement offering. The Amendments …