Toronto Legal Blog

Mergers and acquisitions: Newstrike in talks with CanniMed

A producer of medical marijuana, CanniMed, is in talks with Newstrike Resources about linking the two companies. News of the proposed mergers and acquisitions deal came to light after a competing company, Aurora Cannabis, tried to take over the Saskatchewan-based CanniMed. The company, which has the backing of the Canada band, The Tragically Hip, said it is in talks with Newstrike about penning a deal.

If the merger is successful, for every 100 shares Newstrike shareholders have, they will get 3.3 shares in CanniMed. The Aurora Cannabis unsolicited takeover attempt was not given a very warm reception by CanniMed. The company asked its shareholders to give them time to consider Aurora's offer prior to tendering their shares.

Patents in Canada's business and commercial landscape

All bright ideas and inventions need some protection. Even Albert Einstein knew that. Inventors in Canada and the world are wise to protect their inventions with patents since they offer protection in the business and commercial world from being stolen by others. Einstein had 50 patents during his lifetime. But the advantages to patents don't simply end in stopping theft.

Essentially, a patent is the government's stamp of approval, giving individuals the exclusive rights to an invention for 20 years from the time the patent application was filed. That gives a patent holder the right to sell the invention as well. In order for a patent to be granted it must be proved that it is original, be a new or improved item or development, perhaps be the first in the world and so never patented before, and it has to be useful. Patents aren't issued for things that don't work.

Fan fiction and commercial litigation in Canada

Writing fan fiction has become a popular pastime for many fans. But when does doing so cross any legal lines? Taking an existing copyrighted piece of work and adding to it or changing it in any way could create an environment ripe for possible commercial litigation. There are laws in Canada governing such practices -- laws that protect those who create bodies of work from others either plagiarizing or stealing them.

Fan fiction is the creation of a story using characters  or a storyline that has already been created by someone else. That could mean from a novel, a TV show, movie or play. Most originators of work don't take kindly to fan fiction that has been posted on social media sites. Even though some fan fiction is well written, it still doesn't mean original bodies of work can be used without the permission of the copyright owner; however, some authors have actually welcomed the posting of fan fiction – J.K. Rowling, for one.

Canada mergers and acquisitions: Some deals too good to be true

A possible foreign purchaser has thrown some lit dynamite into the operations of two companies. News of the possible mergers and acquisitions of these businesses in Canada drove their stock prices up. One of the foreign companies in China tried to derail a deal that was agreed upon to take over an electronics company, but the news had no real bearing. Days before a shareholders' meeting, the company said it would not be acquiring the Canadian-based company.

In the other ongoing case, a United States company is seeking to acquire the assets of a mining company to the tune of $750 million. When that news was released, many investors bid up the shares. The confusion stemmed from what was actually happening. It was not a takeover, but a sale of assets. The trading of those shares has remained closed for the time being.

Domain name laws and commercial litigation in Canada

Much of today's business marketing happens on the internet and so domain names have become an increasingly important factor in the branding, marketing and public relations of companies. Because the online industry is booming, there are now laws and regulations in Canada and the rest of the world dealing with issues such as domain names. In fact, there have been a significant amount of commercial litigation over who gets what name or who had the name first, etc.

In a nutshell, a domain name is the online address of a company or a service. The domain name's owner gets the internet traffic generated by searches of that name and, as such, can forbid others from using the same domain name. Having an internet address that is exclusive gives a business owner with an online presence a lot of exposure, which adds potentially significant financial value to his or her products and services. That's why legally, it is forbidden to register a domain name that someone has already registered and is using.

Supreme Court Decision Clarifies Personal Liability Of Directors

The Supreme Court of Canada recently ruled on whether directors of corporations can be held personally liable in oppression cases. The court ruled that they can be held liable.

A shareholder asked the corporation to convert his preferred shares into common shares. The board of director refused the shareholders request. Shortly after the refusal, the corporation issued a private placement on preferred shares. This resulted in the drop in the value of the shares and the drop of the value of the shareholder’s shares.

The Ontario Office Of The Whistleblower

On July 14, 2016, the Ontario Security Commission (OSC) created the Office of the Whistleblower. The aim of this program is to ensure that corporations remain compliant with their regulatory obligations by punishing companies found guilty of misconduct. Such transgressions may include:

  • Violations of security law
  • Violations of financial and disclosure requirements
  • Insider trading
  • Market manipulation

The Oppression Remedy In Shareholder Disputes

The oppression remedy allows a shareholder to bring an action against a corporation with which it has a dispute. Under the Canada Business Corporations Act (CBCA), shareholders have the right to bring a court action if the treatment they received was considered oppressive or unfairly prejudicial.


Supreme Court Of Canada: Google Must Block Websites Of Company

The Supreme Court of Canada recently issued a ruling that forbade Google from displaying the websites from a company accused of counterfeiting a Canadian technology company’s product.

These websites are prohibited from being displayed anywhere in the world. The top court sided with a B.C. lower court, that issued an injunction against Google to stop them from featuring the company’s websites.

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