In Theratechnologies inc. v. 121851 Canada inc., 2015 SCC 18, the Supreme Court provides guidance on the standard required to meet the threshold test for leave to commence a secondary market class action, an issue that has been debated in lower courts since the enactment of secondary market civil liability in Canada several years ago. The case was decided under the Quebec Securities Act, but will impact secondary market securities class actions in other jurisdictions, including Manitoba, which enacted a secondary market liability regime in January of 2007. The court denied the shareholders’ bid for leave to bring a class action against Thera, a pharmaceutical research and development company, for failing to disclose its communications with the FDA about the potential side effects of a new drug it hoped to have approved. Thera’s stock fell when the FDA published its questions just before the approval process public hearing, and the shareholders who sold at a loss argued that Thera had failed to disclose a material change. The court disagreed, finding that “Thera had a statutory duty to disclose material changes in its operations, capital or business in a timely manner, not to reassure its investors at every stage of the FDA approval process.” These articles discuss the decision and its implications in more detail: The Supreme Court On Screening Out Strikes Suits In Secondary Market Disclosure Class Actions: Theratechnologies Inc. V. 121851 Canada Inc. - BLG Screening Secondary Market Liability Actions: the Supreme Court Raises the Bar for Plaintiffs – Canadian Appeals Monitor The Preliminary Merits Test for Secondary Market Claims is Not Just a “Speed Bump” to Certification: The Supreme Court of Canada Clarifies the Test with its Decision in Theratechnologies Inc. v. 121851 Canada Inc. – DLA Piper (Canada) LLP

A commercial tenant who defaulted on a 5 year retail mall lease when the business was not able to proceed due to unexpected inventory supply issues was ordered to pay the full amount of rent owing to the landlord in Corydon Village Mall Ltd. v. TEL Management Inc. et al., 2015 MBQB 67. The court rejected the tenant’s argument that it should not be bound by the lease due to the landlord’s negligent misrepresentation in failing to disclose the exclusive use provisions of other tenants and to the unreasonable withholding of consent by the landlord to a proposed sublet or a change in use.

Federal Jobs and Growth Act, 2012, SC 2012, c 31 - Sections 264 and 266 came into force May 6, 2015, allowing the Canada Border Services Agency to make regulatory amendments mandating that all trade chain partners provide Advance Commercial Information to them. See the explanatory note for further information. Economic Action Plan 2014 Act, No. 2, SC 2014, c 39 – Pursuant to s. 170(1) and (2), Division 3 of Part 4 comes into force June 1, 2015 (establishing the Canadian High Arctic Research Station). Sections 269, 278 to 291 and 298 to 302 will come into force on January 15, 2017, changing the regulatory framework for credit unions, as described in the explanatory note. Manitoba The Manitoba government introduced Bill 28, The Personal Property Security Amendment Act, on May 25, 2015. The bill proposes changes to the PPSA to give the Registrar power to deal with vexatious registrations. It also proposes amendments to remove outdated references to writs of execution affecting land. The explanatory note and government news release provide more detail. Sections 2, 4, 5 and 8 of The Consumer Protection Amendment and Business Practices Amendment Act (Motor Vehicle Advertising and Information Disclosure and Other Amendments) came into force June 1, 2015. The amendments prohibit false advertising and misleading pricing practices in motor vehicle transactions and consolidates the motor vehicle information disclosure provisions from The Consumer Protection Act to The Business Practices Act. The explanatory note and government news release provide more detail.

The Canadian Securities Administrators issued a notice and request for comment on proposed amendments to the Canadian take-over bid regime on March 31, 2015. The changes (including introducing minimum tender and extension requirements) would provide increased flexibility for boards of targeted companies and allow for collective decision-making by shareholders according to the news release. The comment period on the proposed bid amendments ends on June 29, 2015. For further details see this McCarthy Tetrault article.

The Manitoba Law Reform Commission released its Final Report on Manitoba’s Environmental Assessment and Licensing Regime under The Environment Act on May 29, 2015. In the report, the Commission provides recommendations for changes to The Environment Act that are intended to result in a more contemporary, certain, transparent, and comprehensive framework for environmental assessment and licensing. The report also aims to serve an educational purpose and to fill gaps in information sources discussing Manitoba’s legal framework (executive summary).

Manitoba’s New Condominium Act – this TDS LLP article identifies the sections of the new Condominium Act pertinent to both buyers and sellers of condominiums. Unique harm needed to pursue oppression claim – this Legal Feeds article discusses a recent Ontario Court of Appeal decision which clarifies “the murky area of whether a complaint qualifies as an oppression claim or must proceed as a derivative action… an area made even more complex by overlaps between personal and corporate interests.” The right to be forgotten: Privacy versus access to information in the digital age – this Norton Rose Fulbright publication provides a comprehensive overview of what businesses need to know about privacy rulings and “the right to be forgotten” (in the European Union, Canada, and the United States). Will upcoming amendments to the Patent Act help repair Canada’s reputation? – this Lexpert article looks at why Canada’s patent system lags behind other countries and explores whether upcoming amendments to the Patent Act will help us to up our game. What Does an EOI Mean for Skilled Workers? – this Aikins publication discusses how the new Expression of Interest system affects the Manitoba provincial nominee program.

Lawyers and Governing Boards: Avoiding Common Pitfalls – Presenters Bruce King, Doug Finkbeiner, QC, and Tana Christianson will discuss the risks and responsibilities that come with board directorships and suggest strategies to minimize potential liabilities at this lunch program on June 10, 2015. Register now to attend in person or by tele-presentation.

The July and August CPD Replay schedules are now posted on the LSM website. If you missed attending one of these popular programs the first time around replays are a cost effective way to catch up on your CPD hours during the slower paced summer months. Find a program and date that works for you, with a wide variety of programming topics offered on 9 separate dates. Don't see a time that fits your schedule? These DVDs are available for purchase and can be viewed at your own convenience.

Year in Review - Updates and Developments in the areas of Copyright, Trademarks, Patents, Privacy and Technology Law – various members of the Technology and Intellectual Property section will present at this June 10, 2015 program, which takes place from noon to 1:30 pm, Old Spaghetti Factory at the Forks. What In-House Counsel Should Know About the Proposed New CBA - AASB JPS on Audit Inquiries – this program will focus on proposed changes to the joint policy statement on audit inquiries, including the inclusion of in-house counsel in the scope of the JPS. It takes place on June 11, 2015, from noon to 1:30 pm at Investors Group. Update on Temporary Foreign Worker Program - speaker Susan Surgenor will update attendees on changes to the temporary foreign worker program at this June 18, 2015 lunch hour program at Fillmore Riley LLP. Update on the Manitoba Provincial Nominee Program for Business – the Immigration Law section is presenting this lunch hour program on June 24, 2015, at the offices of Fillmore Riley LLP. Richard Zebinski, Director of the MPNPB, is the invited speaker.

The 11th Annual Pan-Canadian Insolvency and Restructuring Law Conference will be held September 10-11, 2015 in Winnipeg. Leading insolvency experts will review the latest developments in lease disclaimers, transfers under value, intellectual property realizations, navigating environmental hazards and more.