North America: Corporate/Commercial Law

A U.S. franchisor negotiating its first Canadian area development agreement typically sets the territory and the development schedule the way it would anywhere else: draw a radius, apply a minimum population threshold calibrated to domestic absorption rates, and attach a schedule that assumes the territory fills at a comparable pace.

What are the essential requirements for franchise disclosure documents in Ontario? Jennifer Shayko breaks down the key legal obligations franchisors must meet when preparing disclosure documents under the Arthur Wishart Act, covering content requirements, delivery methods, and critical timing considerations that can impact franchise agreements.

Jennifer Shayko, Max Skrow, and Sonali Ravi are featured authors at Aird & Berlis LLP, a prominent Canadian law firm. Their professional profiles and expertise are showcased through their headshots and biographical information on the firm's website. Learn more about these legal professionals and their respective practice areas.

Canada’s tax system is a system of self-reporting. This feature is explicitly stated in subsection 150(1) of the Income Tax Act. This subsection requires taxpayers to file a tax return “without notice or demand for the return, for each taxation year of a taxpayer.”

The increased federal estate tax exemption under the One Big Beautiful Bill Act may have reduced the number of estates subject to federal estate tax, but for married New York residents, credit shelter trusts remain an important planning consideration.

In March 2024 the Canada Revenue Agency announced, days before the deadline, that bare trusts would not have to file a T3 return for 2023. That announcement was the beginning of a sequence rather than the end of one, and the rules have since been repealed, replaced, and brought back in a different form.

A corporation’s residence for tax purposes and the jurisdiction under which it is incorporated are legally distinct concepts. The corporate statute that governs a corporation, whether the Canada Business Corporations Act (“CBCA”) or a provincial equivalent, dictates its internal governance rules, but it does not, on its own, determine where the corporation is resident in Canada for the purposes of the Income Tax Act.

The United States District Court for the District of New Jersey, applying New Jersey law, held that a D&O policy’s false advertising and unfair business practices exclusion barred coverage for an enforcement action alleging that a merchant cash advance company engaged in illegal lending and marketing practices. Yellowstone Capital LLC v. Argonaut Insurance Co., 2026 WL 2321647 (D.N.J. Aug. 11, 2026).

The Delaware Court of Chancery has issued its first interpretation of new General Corporation Law section 144(d)(2), establishing a heightened legal presumption of director independence in interested-director transactions for publicly traded corporations. In Ayers v. Foley, the court examined two separate compensation decisions at Fidelity National Financial, applying different standards of review and offering critical guidance on how boards can structure approval processes to maximize legal protection.

ISS STOXX Governance has released the results of its annual global benchmark policy survey, revealing significant divisions between institutional investors and corporate respondents on critical governance issues. The survey examined contentious topics including director independence criteria, the potential shift to semiannual reporting, say-on-pay voting requirements, and nature-related risk disclosures...

The Delaware Court of Chancery has issued its first interpretation of new General Corporation Law section 144(d)(2), establishing a heightened legal presumption of director independence in interested-director transactions for publicly traded corporations. In Ayers v. Foley, the court examined two separate compensation decisions at Fidelity National Financial, applying different standards of review and offering critical guidance on how boards can structure approval processes to maximize legal protection.

Both federal and Ontario corporations must maintain a register and other detailed records concerning any “individuals with significant control” (ISCs) over the corporation, including those who directly or indirectly own or control at least 25% of its shares as measured by votes or value, or who exercise control in fact.