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Corporate Transactions

"Canadian Labour, Employment and Privacy Considerations in Business Transactions"

Brian J. Thiessen wrote a paper entitled, "Canadian Labour, Employment and Privacy Considerations in Business Transactions" for the Western Canadian Forum on Employment Law, Canadian Institute, held in Calgary, Alberta, February 12-13, 2008.Mr. Thiessen is a lawyer with Blakes in Calgary.

Appeal Court finds outsourcing did not trigger severance provisions in Ontario's Employment Standards Act

Jurisdiction: - Ontario

In Abbott v. Bombardier Inc., 2007 ONCA 233, the Ontario Court of Appeal ruled that an outsourcing situation did not trigger the severance pay provisions in the Ontario Employment Standards Act, 2000.

In doing so, the court upheld the decision of the motion judge (2005 CanLII 63771 (ON S.C.)). The motion judge had determined that:  read more »

"Labour and Employment Issues in a Hot Mergers & Acquisitions Market"

Jurisdiction: - British Columbia

Carman J. Overholt, Q.C.,  a lawyer at Fraser Milner Casgrain in Vancouver, has written a paper entitled, "Labour and Employment issues in a Hot Mergers & Acquisitions Market".  The paper covers the significant labour and employment law issues that arise in mergers and aquisitions. the specific topics covered are:  read more »

Update on when a company can enforce an employment contract following various corporate transactions

Jurisdiction: - British Columbia

In Yellow Pages Group v. Anderson, 2006 BCSC 518, and the cases cited therein, the Court set out the law on when a company can enforce an employment contract (including severance provisions and restrictive covenants) following various corporate transactions:  read more »

Is a successor employer bound by an estoppel created by the predecessor employer?

Jurisdiction: - British Columbia
Sector: - Forestry

In a decision issued on April 26, 2006, the BC Labour Relations Board, in upholding an arbitrator's decision, found that under section 35 of the Code a successor employer is bound by an estoppel created by the predecessor employer.

The employer had argued, inter alia, that such a finding would "bring chaos to the commercial transactions related to the disposition of unionized enterprises". The BCLRB stated that a successor employer was bound, nonetheless, by the rights employees would have been entitled to had no transfer taken place.

Hayes Forest Service Limited and United Steelworkers of America, Local No. 1-85, B99/2006

Dealing with "personal information" in the course of a "business transaction"

Jurisdiction: - British Columbia

The BC Personal Information Protection Act ("PIPA") has provisions that address how "personal information" can be dealt with during the course of a "business transaction". Among other things, during the due diligence phase, the vendor may disclose its employees' personal information to the purchaser, without obtaining the consent of the employees, providing:

(1) the vendor and purchaser have entered into a confidentiality agreement in relation to the personal information; and

(2) the personal information is necessary for the parties to determine if they want to proceed.

There are additional employee privacy provisions in PIPA that must be complied with if the deal completes/does not complete.

"Pension Issues In Business Transactions"

Randy V. Bauslaugh at Blake, Cassels & Graydon LLP has prepared a paper on "Pension Issues In Business Transactions: Regulatory and Legal Framework Relating to Sale of Business Transactions and Plan Reorganizations" (October 19, 2005).

The Introduction of the paper provides:

This paper is one in a series of three papers focussing on major legal considerations affecting pensions in a business reorganization and outlines the legal framework within which strategic decisions must be made. As such, it provides a general overview of pension standards legislation and policies and identifies the more important case law affecting pensions in business transactions. It does not deal with other legal issues which may be relevant such as collective bargaining or other employ-ment or labour law considerations. The other papers will provide a more strategic analysis of key issues arising out of recent regulatory and case law developments.

"Mergers and Acquisitions: Identifying and Addressing Pension and Benefit Legal Risks"

Jurisdiction: - British Columbia - Ontario

Ken Burns, a Lawyer at Lawson Lundell LLP in Vancouver, has written a paper on "Mergers and Acquisitions: Identifying and Addressing Pension and Benefit Legal Risks" (April 18, 2005). The Table of Contents is as follows:

 read more »

Privacy Commissioner rebukes companies/law firms for disclosing sensitive employee information during transaction

Jurisdiction: - Alberta - British Columbia

Published in Lawson Lundell LLP Labour and Employment Newsletter (Summer 2005)

The Alberta Information and Privacy Commissioner (the "Commissioner") recently found two companies and their respective law firms in breach of Alberta's Personal Information Protection Act ("PIPA") in their handling of sensitive employee information while acting for their clients during an acquisition.

Background

Builders Energy Services Ltd., ("Builders") was in the process of acquiring several companies including Remote Wire Line Services Ltd. ("Remote"). Both companies hired law firms to assist with the transaction.

Attached to the purchase and sale agreement was a Schedule that was to include a list of Remote's employees, employment agreements, and details regarding its employee benefit plans.  read more »