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April 28th, 2020

COVID-19 and CBCA companies: Supreme Court of British Columbia first Canadian court to rule on a petition seeking an extension of the delay to hold the annual general meeting

Both the short- and long-term functioning of many companies have been affected by the COVID-19 pandemic. One of the important functions being significantly affected is the preparation and holding of a company’s annual general meeting (“AGM”). The Canada Business Corporations Act (the “CBCA”) provides that companies must hold their AGMs not later than fifteen months […]
Publications
April 23rd, 2020

The importance of initial fault for parties to a construction project

In a decision rendered on February 11, 20201, the Superior Court reiterated the principle established by the Supreme Court of Canada, that between professionals and building contractors, liability ultimately rests solely with the party responsible for the initial fault.  In the present matter, a motion for dismissal was held by a building contractor against a […]
Publications
April 23rd, 2020

Buyer’s responsibility in mergers & acquisitions: Superior Court clarifies the extent of a buyer's duty to inquire into a company’s financial condition

Sales at Tubes and Jujubes Family Fun Center Inc. were in decline in the months preceding the acquisition of the company's shares by the buyer; The share purchase agreement contained a warranty regarding the stability of the company's financial position since the date of its most recent financial statements; The buyer claimed $316,100 from the […]
Publications
April 22nd, 2020

Post-COVID-19: Directors face a new set of risks in the 21st century

Some argue that the COVID-19 crisis should not have been such a sudden and significant shock, and that a global pandemic should have been on the list of foreseeable risks.1 Some governments already had relevant health measures and public policies in their tool kits, ready to deploy. This being the case, should business leaders have been […]
Publications
April 21st, 2020

CCDC contracts over 20 working days of construction site closures

On March 23, 2020, the Premier of Quebec, François Legault, announced the complete shutdown of all non-essential businesses.1 This measure, which covered most construction sites, officially came into force on March 25, 2020.2 At the time of writing, the date for the resumption of construction activities remains uncertain, except for specific residential construction sites that […]