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October 20, 2017 | Newsletter

Did Bhasin “honestly” change Canadian contract law?

In November 2014, the Supreme Court of Canada (“SCC”) released their decision in Bhasin v. Hrynew, setting out a duty of honest performance in contract law.

October 20, 2017 | Newsletter

Roll-up DIPs: The other “shoe” drops

On April 20, 2017, in Payless Holdings Inc. LLC, Re,DIP Facility”) granted in Payless’ (as defined below) proceedings pursuant to Chapter 11 of the U.S. Bankruptcy Code (the “Chapter 11 Proceedings”). The Court held that it was not reasonable ...

Featuring Rachel Bengino

June 26, 2017 | Newsletter

Releases Mean What They Say and “All Claims” Means All Claims

In its recent decision of Biancaniello v. DMCT LLP, the Ontario Court of Appeal confirmed that a release for “any and all claims” arising from the provision of services included a claim unforeseen by either party. The use of “boilerplate” language in the release did not negate its effect on existing claims unknown at the time the release was executed.

Featuring Erin Pleet

June 19, 2017 | Newsletter

Q&A with Frank Newbould, Q.C.

With Frank Newbould Q.C. joining TGF as Counsel, we posed five questions to him that we thought might be of interest to readers of our Top Line New...

Featuring Frank J.C. Newbould

June 6, 2017 | Article

“Another Day”: Equitable Subordination in CCAA Proceedings

In 1992, Justice Iacobucci left the question of whether the equitable subordination doctrine should exist in Canadian law “open for another d...

May 10, 2017 | Article

Flexibility and Creativity: Hallmarks of Canada’s Restructuring Framework

Canada's main restructuring statute is relatively bare-bones in nature and is not encumbered by extensive restrictions on what steps may be taken, ...

Featuring D.J. Miller

April 10, 2017 | Article

Co-author of the Canadian Chapter of the Lexology Navigator for Insolvency & Restructuring

Featuring Leanne M. Williams

May 11, 2016 | Newsletter

Ontario Court of Appeal and Supreme Court of Canada Shut Down Two Separate Attempts to Appeal Nortel Decisions

On May 3, 2016, the Ontario Court of Appeal released its decision (the “Leave Decision”) denying parties leave to appeal from Justice Newbould’s decision which held that global proceeds of sale in the amount of US$7.3 billion (the “Lockbox Funds”) should be distributed to the worldwide Nortel debtor estates on a pro rata basis (the “Allocation Decision”).

May 10, 2016 | Article

TGF Named Top 10 Litigation Firm

Founded by Robert Thornton, James Grout, and John Finnigan in 1998, the 17-lawyer boutique firm takes on some of the most complex commercial litigation and restructuring cases in Canada. These include top-level M&A litigation, international securities fraud cases, and complex insolvency litigation. 

February 4, 2016 | Article

"Nortel: The Long and Winding Road". Annual Review of Insolvency Law

We have chosen to describe the first seven years of the Nortel Networks proceedings by reference to Beatles song titles, for no reason other than the fact that one of us is a lifelong Beatles fan and the other is too polite to protest. At the time of writing, the Nortel proceedings are in their seventh year and, with various appeals outstanding, do not appear to be near completion.

Featuring D.J. Miller

December 4, 2015 | Newsletter

New Location Of Debtor Rules Under Ontario Personal Property Security Act

Ontario has fixed December 31, 2015 as the date on which the rules that determine the “location of the debtor” under the Ontario Personal Property Security Act (“OPPSA”) will change.

Featuring Grant B. Moffat

October 28, 2015 | Newsletter

Cheaper, Faster, Better? An Alternative Process to a Sheriff’s Sale

The Ontario Superior Court recently recognized a novel way for judgment creditors to move for a sale of their judgment debtors’ property, outside of the sheriff’s sale process set out in the Execution Act. In Canaccede International Acquisitions Ltd. v Abdullah, Justice Broad allowed the judgment creditor to move under the rules of court for a “reference” which, in this instance, resulted in a judicially-supervised sale of the property.

Featuring Erin Pleet

October 28, 2015 | Newsletter

Post-Filing Interest No More: The Court of Appeal’s recent decision from Nortel Networks Corporation

On October 13, 2015, the Ontario Court of Appeal released its decision in Re Nortel Networks Corporation, regarding the application of the common law “interest stops rule” in insolvency proceedings under the Companies’ Creditors Arrangement Act (“CCAA”).

Featuring Rebecca Kennedy

July 8, 2015 | Newsletter

Ground-breaking Result for TGF Clients in Nortel Allocation Saga

On May 12, 2015, Justice Newbould of the Ontario Superior Court of Justice[i] and Judge Gross of the United States Bankruptcy Court for the District of Delaware[ii] simultaneously issued rulings to allocate the approximately US$7.3 billion proceeds of sale of the Nortel group’s assets amongst insolvent estates administering the now defunct company in each of Canada, the United States (“US”) and Europe.

June 1, 2015 | Article

The broader the better: Review of expanding the CCAA stay of proceedings to third parties

The fundamental purpose of the Companies’ Creditors Arrangement Act (“CCAA”) is to allow an insolvent company the ability to carry on a business in the ordinary course while facilitating restructuring for the general benefit of its creditors. Under the CCAA, courts have wide discretion to make orders providing the necessary court protection to allow the company breathing space to propose and implement its plan of arrangement.

Featuring Mitchell Grossell and Rachel Bengino

May 8, 2015 | Article

The Clash Between Corporate & Insolvency Law: CBCA Restructurings

When management of an insolvent company decides to restructure, the Canada Business Corporations Act is typically not the first statute that comes to mind. Canada has a comprehensive insolvency regime: The Bankruptcy and Insolvency Act, Companies’ Creditors Arrangement Act, and the Winding-up and Restructuring Act. However, within the past decade a number of insolvent or near insolvent Canadian corporations have restructured using the CBCA section 192 plan of arrangement. This recent trend raises some interesting points regarding the effectiveness of CBCA restructurings since the CBCA is a corporate statute and not an insolvency statute.

Featuring Mitchell Grossell

November 30, 2014 | Article

Conducting Corporate Reorganization under Trinidad & Tobago's Reformed Insolvency Legislation

Trinidad & Tobago, World Bank Technical Assistance Project, 2014

Featuring Grant B. Moffat

August 21, 2014 | Article

Managing the Claims of Taxing Authorities in Insolvency Proceedings

Journal of the Insolvency Institute of Canada, Volume 3, 2014

Featuring Grant B. Moffat

April 1, 2013 | Article

When Two Worlds Collide: The Supreme Court of Canada’s Decision in Re: Indalex

On 1 February 2013, the Supreme Court of Canada (‘SCC’) released its long-awaited decision in Re Indalex Limited.1 The appeal sought to overturn the Ontario Court of Appeal’s ruling that granted priority to beneficiaries of two pension plans over the rights of a party granted a super-priority charge by court order for loans that facilitated a restructuring under the Companies’ Creditors Arrangement Act (‘CCAA’).2 The Ontario Court of Appeal did so through the use of a statutory deemed trust and the imposition of a constructive trust for breach of a fiduciary duty by the insolvent company, as administrator of the pension plans.

Featuring D.J. Miller

March 28, 2013 | Newsletter

Court Endorses Creative Cost-Sharing Plan for Unfunded Dissenting Shareholders

Justice Leitch of the Ontario Superior Court of Justice recently released a decision in Rooney v. Arcelormittal S.A. that will have a major impact on a group of dissenting shareholders, and could have far-reaching implications for securities litigation in general where there is a companion class action.

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