Legal Year in Review

In this article – “Corporate governance: New corporate rules and enhanced societal expectations” – we review the highlights of the most significant developments in corporate governance throughout 2022 including the increasing prominence of ESG, including increased ESG-related activism, evolving expectations relating to mandatory climate-related disclosure and developments in diversity. As well, the authors recap ongoing and new corporate law changes and how they are affecting the ways corporations are governed. This article is authored by John Valley, partner, Corporate and Chair, Environmental, Social and Governance (ESG), Andrew MacDougall, partner, Corporate, and Justin Sherman, partner, Corporate. Legal Year in Review is brought to you by Osler, Hoskin & Harcourt LLP. Osler is a leading, national law firm with a singular focus – your business. We advise clients on an array of domestic and cross-border legal issues, drawing on the expertise of over 500 lawyers to provide the answers you need, when you need them. Our Legal Year in Review, published December 7, 2022, provides general information only and does not constitute legal or other professional advice. Specific advice should be sought in connection with your circumstances. For more information about Osler, please visit our website at osler.com. For the full Legal Year in Review, please visit www.legalyearinreview.ca.

In this article ­– “How dense is too dense? Challenges of urban densification” ­– we review key developments in the real estate sector with a focus on the densification of urban real estate. The author also looks at the important legislative responses from government that emerged in 2022 and their implications for the years to come including what the impact of densification might be on all classes of Canadian real estate. This article is authored by Paul Morassutti, partner and Chair, Real Estate. Legal Year in Review is brought to you by Osler, Hoskin & Harcourt LLP. Osler is a leading, national law firm with a singular focus – your business. We advise clients on an array of domestic and cross-border legal issues, drawing on the expertise of over 500 lawyers to provide the answers you need, when you need them. Our Legal Year in Review, published December 7, 2022, provides general information only and does not constitute legal or other professional advice. Specific advice should be sought in connection with your circumstances. For more information about Osler, please visit our website at osler.com. For the full Legal Year in Review, please visit www.legalyearinreview.ca.

In this article – “Clarity on vaccine mandates and other issues for employers in 2022” – we review important the developments in labour and employment in Canada in 2022 including vaccination disputes arising in workplaces a well as some early decisions made by Canadian judges and arbitrators regarding mandatory vaccination policies. The authors also examine disconnecting from work and electronic monitoring policy requirements for Ontario employers, new rights for Ontario digital platform workers, the exclusion of consultants from the Ontario Employment Standards Act and the increase in fines for Ontario Occupational Health and Safety Act violations. We also review the expansion of paid sick leave in B.C., and new rights for Québec-based employees as a result of Bill 96. This article is authored by members of the Employment and Labour practice: Kelly O‘Ferrall, partner; Abigail Omale, Adam Rempel, Briana MacEachern, Carrington Hickey, Ksenija Novakovic, Melanie Simon, Sylvia Evans, Irmak Aydemir, associates; and Tiffany Dang, articling student. Legal Year in Review is brought to you by Osler, Hoskin & Harcourt LLP. Osler is a leading, national law firm with a singular focus – your business. We advise clients on an array of domestic and cross-border legal issues, drawing on the expertise of over 500 lawyers to provide the answers you need, when you need them. Our Legal Year in Review, published December 7, 2022, provides general information only and does not constitute legal or other professional advice. Specific advice should be sought in connection with your circumstances. For more information about Osler, please visit our website at osler.com. For the full Legal Year in Review, please visit www.legalyearinreview.ca.

In this article – “2023: Time to revisit your equity plan design and disclosure” – we review new Canadian non-GAAP disclosure rules and TSX Venture Exchange listing requirements; anticipated material changes to the design and disclosure of executive compensation arrangements for Canadian issuers listed on U.S. stock exchanges in 2023 and beyond; how National Instrument 52-112 – Non-GAAP and Other Financial Measures Disclosure (NI 52-112) has begun to affect executive compensation disclosure; and new SEC rules which require U.S. stock exchanges to issue new requirements for listed issuers, including Canadian listed issuers. This article is authored by Andrew MacDougall and Lynne Lacoursière, partners, Corporate, and Co-Chairs, Executive Compensation practice; Kelly O’Ferrall, partner, Employment and Labour; Nick Guadagnolo, associate, Corporate; and Diana Yeung, associate, Corporate and Executive Compensation. Legal Year in Review is brought to you by Osler, Hoskin & Harcourt LLP. Osler is a leading, national law firm with a singular focus – your business. We advise clients on an array of domestic and cross-border legal issues, drawing on the expertise of over 500 lawyers to provide the answers you need, when you need them. Our Legal Year in Review, published December 7, 2022, provides general information only and does not constitute legal or other professional advice. Specific advice should be sought in connection with your circumstances. For more information about Osler, please visit our website at osler.com. For the full Legal Year in Review, please visit www.legalyearinreview.ca.

In this article – “Capital markets activity slows as regulatory changes appear on the horizon” – the authors look back on a year that saw the slowing of activity levels, with initial public offering and follow-on activity declining to the lowest level in years. They also review key factors impacting businesses which participate in the capital markets and are subject to securities regulations. The article is authored by James Brown, partner, Corporate and Co-Chair, Mining, Jason Comerford, partner, Corporate, Rosalind Hunter, partner, Corporate, Michael Innes, partner, Corporate and Co-Chair Capital Markets, Desmond Lee, partner, Corporate and Co-Chair Capital Markets, Amelia Miao, partner, Corporate, François Paradis, partner, Corporate, Trevor Scott, partner, Corporate, and Andrea Whyte, partner, Corporate. Legal Year in Review is brought to you by Osler, Hoskin & Harcourt LLP. Osler is a leading, national law firm with a singular focus – your business. We advise clients on an array of domestic and cross-border legal issues, drawing on the expertise of over 500 lawyers to provide the answers you need, when you need them. Our Legal Year in Review, published December 7, 2022, provides general information only and does not constitute legal or other professional advice. Specific advice should be sought in connection with your circumstances. For more information about Osler, please visit our website at osler.com. For the full Legal Year in Review, please visit www.legalyearinreview.ca.

In this article – “Financial services regulation in 2022: Bridging the gaps” – we take a look at how regulators fleshed out details around the major developments in the Canadian financial services space over the past several years and worked towards operationalizing new systems and frameworks. This included payments modernization initiatives; new anti-money laundering measures initially introduced as a response to the protests and blockades in Ottawa early in the year; the long-awaited introduction of open banking; increased inter-regulatory cooperation on cryptoassets; and developments in financial title regulation across the country. This article is authored by Victoria Graham and Elizabeth Sale, both partners, Financial Services Regulatory; Lawrence Ritchie, partner, Litigation, and Chair, Risk Management and Crisis Response; and Haley Adams, associate, Financial Services Regulatory. Legal Year in Review is brought to you by Osler, Hoskin & Harcourt LLP. Osler is a leading, national law firm with a singular focus – your business. We advise clients on an array of domestic and cross-border legal issues, drawing on the expertise of over 500 lawyers to provide the answers you need, when you need them. Our Legal Year in Review, published December 7, 2022, provides general information only and does not constitute legal or other professional advice. Specific advice should be sought in connection with your circumstances. For more information about Osler, please visit our website at osler.com. For the full Legal Year in Review, please visit www.legalyearinreview.ca.

In this article – “The evolving regulatory landscape of virtual care in Canada” – we review the changing rules related to virtual care including a look at the updating of virtual care policies by several health regulatory authorities and the licensing of extra-provincial virtual care providers, technology standards and the need for protection of personal health information. This article is authored by Michael Watts and Susan Newell, both partners, Health, and Lauren Hebert, associate, Health. Legal Year in Review is brought to you by Osler, Hoskin & Harcourt LLP. Osler is a leading, national law firm with a singular focus – your business. We advise clients on an array of domestic and cross-border legal issues, drawing on the expertise of over 500 lawyers to provide the answers you need, when you need them. Our Legal Year in Review, published December 7, 2022, provides general information only and does not constitute legal or other professional advice. Specific advice should be sought in connection with your circumstances. For more information about Osler, please visit our website at osler.com. For the full Legal Year in Review, please visit www.legalyearinreview.ca.

In this article – “Big changes to competition and foreign investment law and policy in Canada” – we review the significant issues that emerged in 2022 regarding competition and foreign investment law in Canada including amendments to the Competition Act, developments in competition litigation, national security reviews and a look ahead to 2023. This article is authored by Shuli Rodal, partner and Chair, Competition/Antitrust and Foreign Investment, Michelle Lally and Kaeleigh Kuzma, both partners, Competition/Antitrust and Foreign Investment, Christopher Naudie, partner, Litigation, Danielle Chu and Chelsea Rubin, both associates, Competition/Antitrust, Foreign Investment and International Trade, and Reba Nauth and D’Arcy White, both associates, Competition/Antitrust and Foreign Investment. Legal Year in Review is brought to you by Osler, Hoskin & Harcourt LLP. Osler is a leading, national law firm with a singular focus – your business. We advise clients on an array of domestic and cross-border legal issues, drawing on the expertise of over 500 lawyers to provide the answers you need, when you need them. Our Legal Year in Review, published December 7, 2022, provides general information only and does not constitute legal or other professional advice. Specific advice should be sought in connection with your circumstances. For more information about Osler, please visit our website at osler.com. For the full Legal Year in Review, please visit www.legalyearinreview.ca.

In this article – “White-collar crime enforcement in Canada: Making headway?” – we review the significant developments in the regulation and enforcement of white-collar crime in Canada in 2022. These include the first court-approved deferred prosecution agreement in the country, in the SNC-Lavalin case; findings from the final report of the Cullen Commission of Inquiry into Money Laundering in British Columbia; Canada’s impending modern slavery legislation, Bill S-211; RCMP-led enforcement activities against complex financial crimes; and several other initiatives in the space. This article is authored by Stéphane Eljarrat, Lawrence E. Ritchie, Frédéric Plamondon, partners, Malcolm Aboud, counsel, and Sarah Firestone and Emilie Dillon, associates, all Litigation. Legal Year in Review is brought to you by Osler, Hoskin & Harcourt LLP. Osler is a leading, national law firm with a singular focus – your business. We advise clients on an array of domestic and cross-border legal issues, drawing on the expertise of over 500 lawyers to provide the answers you need, when you need them. Our Legal Year in Review, published December 7, 2022, provides general information only and does not constitute legal or other professional advice. Specific advice should be sought in connection with your circumstances. For more information about Osler, please visit our website at osler.com. For the full Legal Year in Review, please visit www.legalyearinreview.ca.

In this article – “Critical minerals: A test for the Canadian mining industry” – we review recent developments related to critical minerals in Canada including the federal government’s focus on the development of a critical minerals strategy and how the strategy is intending to identify new deposits for potential future development. As well, the authors review funding commitments made towards critical minerals research and development and steps being taken to reduce the influence of foreign state-owned enterprises in critical minerals. This article is authored by Alan Hutchison and James Brown, both partners, Corporate and Co-Chairs, Mining. Legal Year in Review is brought to you by Osler, Hoskin & Harcourt LLP. Osler is a leading, national law firm with a singular focus – your business. We advise clients on an array of domestic and cross-border legal issues, drawing on the expertise of over 500 lawyers to provide the answers you need, when you need them. Our Legal Year in Review, published December 7, 2022, provides general information only and does not constitute legal or other professional advice. Specific advice should be sought in connection with your circumstances. For more information about Osler, please visit our website at osler.com. For the full Legal Year in Review, please visit www.legalyearinreview.ca.

In this article – “Trade law, sanctions and export controls in a new era of global geopolitics” – we review recent developments relating to trade law, sanctions and export controls as well as key restrictions and the federal government’s response to evolving geopolitical situations, the possibility of a further strengthening of existing sanctions and potential implementation of further measures. The authors also review the possible retrenchment of international trade to focus on internal trade. Canada’s proposal to combat slavery and other forms of forced labour in its supply chains is also examined along with the introduction of legislation seeking to increase transparency in supply chains and the importance for business to create a culture of compliance. This article is authored by Brad Wall, Special Advisor, Alan Kenigsberg, partner, Tax; Danielle Chu and Chelsea Rubin, both associates, Competition/Antitrust, Foreign Investment and International Trade; and Sarah Firestone, associate, Litigation. Legal Year in Review is brought to you by Osler, Hoskin & Harcourt LLP. Osler is a leading, national law firm with a singular focus – your business. We advise clients on an array of domestic and cross-border legal issues, drawing on the expertise of over 500 lawyers to provide the answers you need, when you need them. Our Legal Year in Review, published December 7, 2022, provides general information only and does not constitute legal or other professional advice. Specific advice should be sought in connection with your circumstances. For more information about Osler, please visit our website at osler.com. For the full Legal Year in Review, please visit www.legalyearinreview.ca.

In this article – “Canada proposes significant tax amendments to align with OECD BEPS recommendations” – we review significant tax amendments proposed by the federal government during 2022 and examine proposed interest deductibility limits, new anti-hybrid rules, mandatory disclosure rules, international tax reform and the GAAR consultation process. This article is authored by Patrick Marley, partner and Co-Chair, Tax, Kim Maguire, partner, Tax, and Ilana Ludwin, Tax lawyer. Legal Year in Review is brought to you by Osler, Hoskin & Harcourt LLP. Osler is a leading, national law firm with a singular focus – your business. We advise clients on an array of domestic and cross-border legal issues, drawing on the expertise of over 500 lawyers to provide the answers you need, when you need them. Our Legal Year in Review, published December 7, 2022, provides general information only and does not constitute legal or other professional advice. Specific advice should be sought in connection with your circumstances. For more information about Osler, please visit our website at osler.com. For the full Legal Year in Review, please visit www.legalyearinreview.ca.

In this article – “ESG: Increased activity and activism” – we review key factors impacting companies incorporating ESG considerations into their business operations and for those who are facing increasing stakeholder pressure for greater ESG disclosure. The authors cover several issues including several new proposals for climate-related disclosure, shareholder activism focused on ESG-related matters targeting various topics such as climate change and health and safety. The article also examines how, increasingly, ESG activists are using litigation to challenge how companies market or portray their products, services or policies as being environmentally friendly. Further, the article looks at how “greenwashing” claims are attracting interest from both regulators and class action plaintiffs. This article is authored by John Valley, partner, Corporate and Chair, Environmental, Social and Governance, Andrew MacDougall, partner, Corporate, Jennifer Fairfax, partner, Litigation and Chair, Environmental Disputes, Investigations and Enforcement, and Clare Barrowman, associate, Litigation. Legal Year in Review is brought to you by Osler, Hoskin & Harcourt LLP. Osler is a leading, national law firm with a singular focus – your business. We advise clients on an array of domestic and cross-border legal issues, drawing on the expertise of over 500 lawyers to provide the answers you need, when you need them. Our Legal Year in Review, published December 7, 2022, provides general information only and does not constitute legal or other professional advice. Specific advice should be sought in connection with your circumstances. For more information about Osler, please visit our website at osler.com. For the full Legal Year in Review, please visit www.legalyearinreview.ca.

In this article – “The freight train of privacy legislative reform keeps rolling” – we review developments in Canadian privacy legislative reform in 2022; Québec’s Bill 64 which poses a number of personal information and confidentiality requirements on companies carrying on business in that province; the federal government’s Bill C-27 designed to create a new statutory framework governing personal information practices in the private sector; and Bill C-26 that seeks to create new powers for the federal government to respond swiftly to national security threats affecting federal critical infrastructure systems. This article is authored by Adam Kardash, partner and Chair, Privacy and Data Management; Colleen Morawetz, Privacy Knowledge Management lawyer; and Maryna Polataiko, associate, Privacy and Data Management. Legal Year in Review is brought to you by Osler, Hoskin & Harcourt LLP. Osler is a leading, national law firm with a singular focus – your business. We advise clients on an array of domestic and cross-border legal issues, drawing on the expertise of over 500 lawyers to provide the answers you need, when you need them. Our Legal Year in Review, published December 7, 2022, provides general information only and does not constitute legal or other professional advice. Specific advice should be sought in connection with your circumstances. For more information about Osler, please visit our website at osler.com. For the full Legal Year in Review, please visit www.legalyearinreview.ca.

In this article – “Top Canadian public M&A legal developments in 2022” – we review Canadian M&A activity in 2022; the use of derivatives in toehold accumulation strategies; implications of the delayed appeal of the Cineplex/Cineworld decision; recent developments in Rio Tinto’s proposed take-private acquisition of Turquoise Hill Resources; recent examples of public M&A deals being announced on the basis of term sheets; modifications to dual class share structures; the expectation that well-capitalized buyers will take advantage of depressed target prices during the first half of 2023; and further anticipated responses from the Ontario Securities Commission with respect to a number of outstanding proposals included in the Ontario Capital Markets Modernization Taskforce final report. This article is authored by Alex Gorka, partner and Co-Chair, Mergers and Acquisitions; Emmanuel Pressman, partner and Chair, Corporate; and Jeremy Fraiberg, partner, Corporate and Co-Chair, Mergers and Acquisitions. Legal Year in Review is brought to you by Osler, Hoskin & Harcourt LLP. Osler is a leading, national law firm with a singular focus – your business. We advise clients on an array of domestic and cross-border legal issues, drawing on the expertise of over 500 lawyers to provide the answers you need, when you need them. Our Legal Year in Review, published December 7, 2022, provides general information only and does not constitute legal or other professional advice. Specific advice should be sought in connection with your circumstances. For more information about Osler, please visit our website at osler.com. For the full Legal Year in Review, please visit www.legalyearinreview.ca.

In this article – “Canadian privacy class actions evolve beyond traditional data breaches” – we review the current state of privacy class actions in Canada and the shift by plaintiffs’ counsel away from traditional data breach claims. The authors also look at how Canadian courts are also continuing to consider and grapple with potential new privacy torts. This article is authored by Robert Carson, partner, Litigation and Simon Cameron, associate, Litigation. Legal Year in Review is brought to you by Osler, Hoskin & Harcourt LLP. Osler is a leading, national law firm with a singular focus – your business. We advise clients on an array of domestic and cross-border legal issues, drawing on the expertise of over 500 lawyers to provide the answers you need, when you need them. Our Legal Year in Review, published December 7, 2022, provides general information only and does not constitute legal or other professional advice. Specific advice should be sought in connection with your circumstances. For more information about Osler, please visit our website at osler.com. For the full Legal Year in Review, please visit www.legalyearinreview.ca.

In this article – “No exit: Force majeure and economic risk allocation during COVID-19” – we review how the pandemic has resulted in an uptick in force majeure cases; litigation between Nieuport Aviation Infrastructure Partners GP and Porter Airlines Inc.; guidance provided to contractual parties by the Ontario Superior Court regarding force majeure; and the Supreme Court of Canada’s interpretation of the application of force majeure clauses. This article is authored by Jacqueline Code, partner and Chair, Research; James Brown, partner, Corporate and Co-Chair, Mining; and Adam Margeson, associate, Research. Legal Year in Review is brought to you by Osler, Hoskin & Harcourt LLP. Osler is a leading, national law firm with a singular focus – your business. We advise clients on an array of domestic and cross-border legal issues, drawing on the expertise of over 500 lawyers to provide the answers you need, when you need them. Our Legal Year in Review, published December 7, 2022, provides general information only and does not constitute legal or other professional advice. Specific advice should be sought in connection with your circumstances. For more information about Osler, please visit our website at osler.com. For the full Legal Year in Review, please visit www.legalyearinreview.ca.

In this article – “Reverse vesting orders: Popular in Canada and going international?” – we review the use and benefits of the restructuring mechanism known as the reverse vesting order which insolvency professionals in Canada have been seeking, and courts have been approving, with greater frequency. We also look at the first example of a U.S. court recognizing a Canadian RVO in the United States. This article is authored by Marc Wasserman, partner, National Chair, Insolvency and Restructuring, Jacqueline Code, partner and Chair, Research, Kathryn Esaw, partner, Insolvency and Restructuring. Legal Year in Review is brought to you by Osler, Hoskin & Harcourt LLP. Osler is a leading, national law firm with a singular focus – your business. We advise clients on an array of domestic and cross-border legal issues, drawing on the expertise of over 500 lawyers to provide the answers you need, when you need them. Our Legal Year in Review, published December 7, 2022, provides general information only and does not constitute legal or other professional advice. Specific advice should be sought in connection with your circumstances. For more information about Osler, please visit our website at osler.com. For the full Legal Year in Review, please visit www.legalyearinreview.ca.

In this article – “2022: A big year for benchmark interbank offered rate reform” – we review the significant developments regarding the transition of the Canadian benchmark rate, the Canadian Dollar Offered Rate, to the Canadian Overnight Repo Rate Average and the important considerations involved for the year ahead. This article is authored by Lisa Mantello, partner, and Jasmyn Lee, associate, both in the Banking and Financial Services practice. Legal Year in Review is brought to you by Osler, Hoskin & Harcourt LLP. Osler is a leading, national law firm with a singular focus – your business. We advise clients on an array of domestic and cross-border legal issues, drawing on the expertise of over 500 lawyers to provide the answers you need, when you need them. Our Legal Year in Review, published December 7, 2022, provides general information only and does not constitute legal or other professional advice. Specific advice should be sought in connection with your circumstances. For more information about Osler, please visit our website at osler.com. For the full Legal Year in Review, please visit www.legalyearinreview.ca.

In this article – “Digital assets and blockchain: Trudging the road to greater clarity” – we review the major developments that have occurred in the crypto space over the past year, including some notable consolidations and bankruptcies, the emerging regulatory framework for cryptoasset trading platforms in Canada, and enforcement actions taken against unregistered platforms, as well as a look toward what the future may hold for the sector. This article is authored by Matthew Burgoyne and Laure Fouin, partners, Corporate, and Co-Chairs, Digital Assets and Blockchain; Lawrence Ritchie, partner, Litigation, and Co-Chair, Risk Management and Crisis Response; and Jesse-Ross Cohen, Asad Akhtar and Simon Cameron, associates, Litigation. Legal Year in Review is brought to you by Osler, Hoskin & Harcourt LLP. Osler is a leading, national law firm with a singular focus – your business. We advise clients on an array of domestic and cross-border legal issues, drawing on the expertise of over 500 lawyers to provide the answers you need, when you need them. Our Legal Year in Review, published December 7, 2022, provides general information only and does not constitute legal or other professional advice. Specific advice should be sought in connection with your circumstances. For more information about Osler, please visit our website at osler.com. For the full Legal Year in Review, please visit www.legalyearinreview.ca.