by Joshua Gold of Anderson Kill & Olick, P.C
For senior management, directors and officers (D&O) insurance understandably has an importance like no other policy in the company’s portfolio. Given the staggering number of data security breaches revealed in recent months, that self-protective instinct must also include ensuring that management is covered against cyberthreats. No company is immune-even computer security firms and government agencies working on top secret projects have been hit.
by Nick Miller of Clarity Advantage
In which we are reminded that one key to cross selling is understanding clients’ goals and destinations.
“I would like to buy some socks,” my friend said. He was just inside the entrance to a V E R Y nice men’s clothing store, responding to a sales person’s gently formal yet genuinely warm greeting.
“Ah, of course,” responded the sales person, authoritatively. “Socks. Follow me.”
by Marc Weisman of Torkin Manes LLP
The Canada Revenue Agency (the “CRA”) has recently changed its practice of backdating registrations for GST/HST.
A person (i.e., an individual, partnership, trust and corporation) is required to register for GST/HST when that person makes a taxable supply in Canada. A person can ‘voluntarily’ register for GST/HST even if the person does not make a taxable supply in Canada.
by Parisa Nikfarjam, Student-at-Law at Borden Ladner Gervais LLP
More than ever, Facebook and other social media networks serve as a means of communication and a source of information. However, two recent decisions show that these networks can also serve as mediums for off-duty misconduct and that their misuse by employees can lead to disciplinary action. A posting on a Facebook page that harms the reputation of an employer may be grounds for discipline. Although the poster may have a perceived sense of privacy, this perception may not justify one’s conduct online.
by Mary Lou Brady of Siskinds LLP
As an employment lawyer, I am often approached by clients on the issue of ”independent contractors versus employees”. Corporate clients look to use independent contractors, rather than employees, to perform work more cheaply and with more flexibility – without costs such as CPP, EI, EHT, WSIB premiums, benefits, overtime, etc. and without the necessity of complying with employer obligations such as those found under the applicable employment standards legislation. Individual clients want to provide “consulting” or “contractor” services to third parties with the associated tax savings afforded to true independent contractors.
In either case, I provide the following words of general advice.
by David J. Kaufman of Duane Morris LLP
I have had a BlackBerry for something like 15 years; each year or so getting a new replacement model. Hell, I even had a Palm Pilot and all of its incarnations. I recall my Palm tethered to an Omnisky modem that “pushed” your e-mails to the device. (Remember those units?) I distinctly remember replacing that brick with a relatively new e-mail device from RIM that automatically delivered your e-mail. Now again it seems like the time to switch to a new device yet again. Here’s why.
by Emilie Duguay of Lavery, de Billy
Are you an inventor or developer who wishes to approach businesses in order to sell, distribute or manufacture your discoveries? Have you met a potential partner? Are you getting ready to negotiate the purchase or sale of a business or enter into any other significant transaction? Does this potentially involve the disclosure of strategic information or other confidential information about your business?
The conclusion of a confidentiality agreement should be the starting point of the business relationship. This agreement should be signed even before you engage in preliminary discussions and negotiations concerning the terms of the deal. Although a confidentiality agreement is not foolproof, the fact remains that using one can help you protect your business secrets and avoid worry and expense.
by Scott Horner of Osler, Hoskin & Harcourt LLP
We recently represented a US bank in Ontario on a secured refinancing for a Canadian borrower. The Canadian borrower owns a number of Canadian and US subsidiaries (the Canadian borrower and its subsidiaries, the “Loan Parties”) which delivered secured guarantees. US counsel for the bank agreed to a request of US counsel for the Loan Parties that the US security agreement contain only a grant of a security interest (in contrast to also including an assignment, charge etc. by way of security like the US security agreement did on the original financing). The bank’s US counsel stated that they accepted this request on the basis that the Uniform Commercial Code applied to insurance proceeds.
Here is where you will find the salary survey results for all three accounting designations, as well as a link to the pages where you can find either the earlier versions or various provinces:
Do your or a client need capital or debt?
See: Available: Funds
Join the LinkedIn Canadian Commercial Lenders Group,
Canadian Securities Group,
or the Canadian Accountants Group!
by Nick Miller of Clarity Advantage
In which we discover that starting conversations with strangers is easy if we can find common interests.
With the melody, “Rock My Soul in the Bosom of Abraham,” and the rhythmic clapping of a fully aroused, Boston opening night audience still ringing in my ears, I stood at the end of Row Q, waiting my turn to step into the aisle and leave the theater.
In the aisle, waiting his turn to move past me, stood an older man, perhaps in his early ’80s. In his prime, he would have been a little taller than me. Solidly built. I imagine he was probably quite athletic and terribly good looking. Now he was an older man in a wrinkled tan rain coat and blue blazer, his head bowed forward, slightly, almost resting, waiting patiently for a throng of dance patrons to move up the aisle.
“Are you uplifted?” I asked, looking at him.
He turned his face toward me, looking at me silently for a moment, as if gauging the source and the purpose of the question. I smiled at him, gently.
“Yes,” he said, with a thin smile. “I am…. I saw it Tuesday night, I’ve seen it tonight, and I’ll see it Saturday night.”
If you knew two little words that could improve your sales, you’d use them, wouldn’t you?
When you see your customer has some reservations, it makes sense to get the issues out in the open, doesn’t it?
And after the ink is dry on the deal, you should make every effort to make sure your customer is satisfied, shouldn’t you?
So why all the questions? They illustrate a simple technique – sales tie-downs – that can help you improve your sales. By getting your customers to agree with you in small steps along the way, you have a better chance of reaching agreement when it’s time to do business.
by Enrico Forlini, Raphaël Lescop and Frédérique Dupuy of Fasken Martineau Dumoulin LLP
On February 12, 2012, in a long-awaited ruling on Quebec consumer law, the Supreme Court of Canada clarified several questions that have been the subject of doctrinal and jurisprudential debate. For example, the Court clearly established that:
This bulletin aims to expose the primary conclusions of this landmark ruling, which we believe will now be relevant in all future Quebec consumer law disputes, and which are therefore important to grasp as soon as possible.
Article by Jeffrey S. Graham, Stephen J. Redican and Jenna Grant of Borden Ladner Gervais LLP
The Office of the Superintendent of Financial Institutions (“OSFI”) has released a final version of revised Guideline B-6 – Liquidity Principles (“Guideline”). The Guideline has been updated to incorporate the principles set out in the Basel Committee on Banking Supervision (“BCBS”), Principles for Sound Liquidity Risk Management and Supervision (2008) (BCBS “Principles”).
In early 2009, OSFI had released an advisory stating its expectations concerning the adoption by banks and other deposit taking institutions’ (“DTIs”) of the updated BCBS Principles. At that time, OSFI noted its expectation that, in addition to meeting the minimum standards of the existing Guideline, DTIs should also comply with the BCBS principles.
By Blair W. Keefe, Peter A. Aziz and Eli Monas of Torys LLP
The Canadian federal government recently published three regulations that will impose additional requirements and restrictions on the use of credit card cheques, on cheque hold periods and on the provision of new optional products or services.
Proposed amendments to the Credit Business Practices Regulations would require federally regulated financial institutions (FRFIs) to obtain the express consent of borrowers before distributing credit card cheques. The Access to Funds Regulations will reduce the maximum cheque hold period for consumers and small and medium-sized enterprises. In addition, the Negative Option Billing Regulations will require FRFIs to obtain consumers’ express consent before providing a new optional product or service.
The Credit Business Practices Regulations were published in the Canada Gazette on March 10, 2012, for a 30-day comment period and will come into force on the date on which they are registered. The other two regulations were published on March 14, 2012, in final form and will come into force on August 1, 2012. The Financial Consumer Agency of Canada (FCAC) will oversee compliance with each regulation.
The details of these regulations are discussed below.
by Harold J. Feder of BrazeauSeller LLP
Before anyone’s mind starts to wander, the term “Personal Services Business” is simply a term defined under theIncome Tax Act Canada. Without going into the technical details of the definition, it essentially means a business carried on by a corporation where the services performed by the corporation are provided by an individual who would otherwise be considered an employee of the recipient of the services. The individual in this situation is often referred to as an “incorporated employee”.
In the classic example, an employee of a corporation leaves employment and then starts a corporation to provide services to his or her former employer. The motivation behind this structure is to take advantage of the small business deduction rate for Canadian controlled private corporations and the numerous deductions available to a corporation, as opposed to an employee.
Back nearly thirty (30) years ago, in an effort to curb these arrangements, the Department of Finance enacted legislation to deal with income earned by a personal services business. The effect of the original legislation was to deny the small business deduction as well as the deduction of most ordinary expenses. The result was that the incorporated employee would be taxed at the higher corporate tax rate and would have most expenses disallowed. At the end of the day, this legislation was punitive in that it put the individual in a worse after-tax position than they would have been had they earned the employment income directly.
