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Corporate Transactions

"Privacy Considerations in Business Transactions"

A lawyer at Parlee McLaws LLP in Calgary has written a paper entitled "Privacy Considerations in Business Transactions" for the Canadian Privacy Law Review.

The paper includes sample representations and warranties concerning privacy matters that can be used in a purchase and sale agreement.

Can an employee sue both the vendor and the purchaser of a business for wrongful dismissal?

Jurisdiction: - British Columbia
Sector: - High Tech - Manufacturing

In a recent case the B.C. Court of Appeal confirmed that an employee can sue both the Vendor and Purchaser of a business for wrongful dismissal where he/she has been dismissed after the sale of the business. Specifically, the law is:  read more »

"Successor Employer Issues: Unions Emerge as Key Stakeholders in Canadian Restructurings"

Lawyers Kevin Morley and Orestes Pasparakis wrote an article for the September 2004 ABF Journal (Issue, Vol. 2, No. 8) entitled "Successor Employer Issues: Unions Emerge as Key Stakeholders in Canadian Restructurings".

The article's byline states:

In Canada, the landscape for loan restructuring has been altered by an increased and more aggressive activism in the bankruptcy process by labor unions clearly dissatisfied with their historical treatment in Canadian insolvencies.

"Relief From Double Counting Of CPP Contributions And EI Premiums"

Paul Tamaki and Paul Stepak, lawyers at Blakes, have written an article entitled, "Relief From Double Counting Of CPP Contributions And EI Premiums" (April 1, 2004).

The article discusses amendments set out in Bill 30, which will relieve a successor employer, in a corporate reorganization or sale of a business situation, from "re-starting" employee EI premiums and CPP contributions when the sale or restructuring occurs at a time other than the commencement of a calendar year.

"Common Employment Pitfalls Facing Technology Companies"

David Little, a lawyer at Fraser Milner Cagrain, has written a newsletter article entitled, "Common Employment Pitfalls Facing Technology Companies" (October 2003).

Payment made to individual for non-compete in context of share purchase transaction not subject to income tax

Sector: - Manufacturing

In Manrell v. The Queen, 2003 FCA 128, the Federal Court of Appeal ruled that a payment made to an individual for a personal non-compete restriction in the context of share purchase transaction was not subject to income tax.

This Tax Update ("Court says Non-Compete Payment is Non-Taxable") by lawyers at Davis & Company discusses the decision.

Common employer doctrine allows employer to unilaterally assign employment contracts to related company

Jurisdiction: - British Columbia

Valley First Financial Services Ltd. v. Trach, Kanester and Willis, 2003 BCSC 223

(Note: the same proposition is set out by the Alberta Court of Queen's Bench in  Patillo v. Murphy Canada Exploration Ltd., 2001 ABQB 1070)

"Restrictive Covenants in Franchising – Drafting and Enforcement"

Two lawyers at Davis & Company in Vancouver have written a paper entitled, "Restrictive Covenants in Franchising – Drafting and Enforcement".