Articles

Heritage Handoff Holdings, LLC v. Ronald Fontanella: the importance of fundamental representations and warranties in mergers and acquisitions

When a business is being sold, whether through a sale of shares or assets, the risks associated with the transaction can be allocated between the seller and purchaser through contractual mechanisms, such as representations and warranties.

In general, it is in the purchaser’s interest that the representations and warranties from the seller be as broad and numerous as possible to minimize the risk of pre-closing issues being discovered after the transaction. The reverse is generally true for the seller, who will seek to minimize exposure to indemnification proceedings and the risk of being found liable after closing.

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Preventing visual pollution and valid constitutional limits on freedom of expression

On May 7, 2020, the Supreme Court of Canada dismissed an application by commercial advertisers wishing to appeal a September 25, 2019 ruling by the Quebec Court of Appeal, which upheld the City of Montréal’s principal appeal on the matter of the legality of a ban on billboards in the Plateau Mont-Royal (“PMR”) borough. Consequently, the commercial advertisers will have to remove and/or demolish the billboards still in place in the borough.

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Discrimination in hiring: what level of risk should an employer assume?

Should an employer proceed with a hiring process after learning that a candidate’s disability may affect his or her ability to perform the job safely? The Quebec Court of Appeal considered this issue in CDPDJ v. Société de transport de Montréal.

In this case, the Commission des droits de la personne et des droits de la jeunesse (the “CDPDJ”) claimed that the employer had violated a candidate’s right to equal access to employment by discriminating against him on the basis of his disability and by terminating the hiring process with the candidate due to his health condition. The Human Rights Tribunal and the Court of Appeal rejected these claims.

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How to mobilize a union during difficult economic times

In this period of gradual resumption of activities amidst an ongoing pandemic, we are being asked to shift into “solution mode”. Life as we knew it has given way to a new reality that requires change and adaptation. Workplaces are no exception, as explored in our recent article, “Change management post-COVID-19”.

Faced with this new reality, employers would be well advised to shift into “solution mode”: to review their work processes and use of human resources and identify solutions adapted to the new challenges that lie ahead. This effort will be especially important in unionized workplaces, where union engagement is more likely than ever to be an integral part of the solution.

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Bill 61: Acceleration measures for certain public projects in order to restart Quebec’s economy

This analysis pertains to the drafted bill, as it was introduced on June 3, 2020 and does not take into consideration any subsequent amendment. A complete analysis will be carried out once the bill is adopted.

On March 13, 2020, the Government of Quebec declared a public health emergency and shortly thereafter, it put Quebec’s economy on hold. As a result, many businesses and organizations have had to slow down or temporarily suspend operations, resulting in high unemployment and an economic slowdown after a decade of steady growth. According to the International Monetary Fund (IMF), global growth will be strongly negative in 2020.

On Wednesday, June 3, 2020, Treasury Board President Christian Dubé tabled Bill 61: An Act to restart Québec’s economy and to mitigate the consequences of the public health emergency declared on March 13, 2020. The main purpose of this bill is to mitigate the effects of the pandemic and quickly restart the Quebec economy. It gives the government the necessary powers to take temporary measures, including measures to accelerate the completion of public works projects.

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