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CPL cancellation in B.C.: Court of Appeal clarifies protective actions and abuse of process

Tue, 15 Sep 2026 00:00:00 Z

A certificate of pending litigation (CPL) can effectively freeze title to real property before the underlying claim has been proven. In British Columbia real estate litigation, a CPL can impede a sale, refinancing, development, or other transaction involving the property. Because of those consequences, the Land Title Act requires litigants who register CPLs to diligently advance the underlying proceeding. Section 252 of the Land Title Act permits a property owner or other interested party to apply for cancellation of a CPL where no step has been taken by the plaintiff in the underlying claim for one year.

In 1316215 BC Ltd. v. Davis, 2026 BCCA 338, the Court of Appeal for British Columbia considered whether a s. 252 application could be sidestepped through procedural manoeuvring, specifically by the plaintiff filing a second “protective” proceeding and a second CPL.

While the Court of Appeal accepted that a plaintiff may commence a second “protective” proceeding in certain circumstances, it held that litigation strategy has limits. A litigant cannot use a fresh action and a new CPL to deprive a property owner of a crystallized right to seek cancellation of an existing CPL under s. 252 of the Land Title Act.

This decision provides important guidance on the purpose of s. 252 of the Land Title Act, the limits of protective proceedings, and the circumstances in which a litigant’s use of a second CPL may constitute an abuse of process.

Understanding CPLs and s. 252 of the Land Title Act: What you need to know

A CPL permits a litigant claiming an interest in land to register that claim against title while the litigation remains unresolved. Because a CPL can prevent or impede transactions affecting the property, it is presumptively prejudicial to the property owner.
A CPL is not a “set it and forget it” remedy. Section 252 of the Land Title Act protects against dormant litigation by permitting a cancellation application where no step has been taken in the underlying proceeding for one year.
Cancellation is not automatic. The court retains discretion to preserve the CPL where the presumed prejudice to the property owner is not serious or is outweighed by circumstances that would make cancellation unjust.

Background of the dispute

The dispute arose from allegations that a property in Squamish was jointly owned, had been sold without the alleged co-owner’s knowledge, and that the sale proceeds were used to acquire a property in Lake Country. An action advancing proprietary claims was commenced, and CPLs were registered against both properties.

More than a year passed without any litigation step being taken in that action. The owner of the Squamish property, 1316215 BC Ltd. (1316), then applied under s. 252 of the Land Title Act to cancel the CPL on the basis of that inactivity.

Before that application was heard, the plaintiff commenced a second action naming additional defendants. She then registered a second CPL against the same property, subsequently removed the original CPL, and discontinued the first action. Those steps eliminated the original proceeding and CPL to which 1316’s pending s. 252 application related, thereby preventing the application from being determined in the ordinary course.

Analysis

The Chambers Judge’s decision

The chambers judge recognized that while a multiplicity of proceedings involving the same issues may constitute an abuse of process, this is not always the case. Courts have accepted that a second proceeding may be commenced as a “protective action,” including where it is brought out of an abundance of caution and there is no intention to pursue both proceedings to judgment.

The judge found that there was evidence that the plaintiff only discovered the identity and alleged involvement of certain additional defendants after the first action was underway. In those circumstances, and given the potential limitation concerns, the commencement of a second action was a permissible protective measure.

1316 argued that commencing the second action and registering a fresh CPL improperly frustrated its pending application under s. 252. The chambers judge rejected that argument, concluding that the second action was a legitimate protective action and that the registration of the second CPL did not constitute an abuse of process.

The Court of Appeal decision

On appeal, the central issue was not whether the second action had been commenced for a legitimate protective purpose. It was whether the subsequent registration of a fresh CPL, discontinuance of the original proceeding, and removal of the first CPL improperly defeated 1316’s accrued right to have its s. 252 application determined. The Court of Appeal concluded that those steps constituted an abuse of process and allowed the appeal.

Can a second action and CPL be filed as protective measures?

The Court of Appeal distinguished between the purpose for commencing a protective action and the manner in which the action is subsequently used. A second proceeding may be justified by limitation concerns or the identification of additional parties. That legitimate purpose, however, does not insulate the litigant’s later procedural choices from scrutiny.

In the Court of Appeal’s view, it was neither necessary nor appropriate, for the plaintiff to proceed as she did. After commencing the second action, the plaintiff could have sought to amend the first action, pursued joinder applications, or preserved the status quo until the existing cancellation application was determined. There was no compelling protective basis to register a new CPL, discontinue the first action, and remove the original CPL before 1316’s pending application could be heard.

When does the right to seek cancellation of a CPL crystallize?

Section 252 reflects the principle that a litigant who obtains the benefit of a CPL must diligently pursue the underlying claim. Once no litigation step has been taken for one year, the property owner or other interested party may apply for cancellation.

The Court of Appeal emphasized that once the statutory preconditions for a s. 252 application have been met, the property owner’s right to seek cancellation has “crystallized.” Although the court retains discretion to refuse cancellation, the property owner is entitled to have the application heard and determined on its merits.

By registering a new CPL, discontinuing the first action, and removing the original CPL, the plaintiff effectively deprived 1316 of its accrued right to pursue cancellation under s. 252. The Court of Appeal held that this frustrated both the purpose of the statute and the integrity of the CPL regime.

When can filing a second CPL constitute an abuse of process?

The abuse in this case arose from the manner in which the plaintiff used the second action and the second CPL.

The Court of Appeal held that the plaintiff proceeded with full knowledge of the effect her actions would have on 1316’s pending application to cancel the CPL. In doing so, she intentionally disregarded and effectively thwarted 1316’s crystallized right to have its application to cancel the first CPL determined on the merits. It concluded that “[t]he manner in which Ms. Davis chose to proceed was so outside the range of reasonable strategic choices to qualify as an abuse of process.”

The Court of Appeal restored the lost s. 252 application

The Court of Appeal remitted the matter to the Supreme Court with directions to assess the new CPL as though the original s. 252 application had proceeded in the ordinary course.

In effect, the Court of Appeal sought to restore 1316 to the position it would have been in had the plaintiff not frustrated the statutory process. The Court described this as a “just and proportionate” remedy that both protected the integrity of the CPL regime and preserved 1316’s right to have its s. 252 application determined on its merits.

What does the decision mean for B.C. real estate litigation?

For property owners, developers, lenders, and other real estate stakeholders, the decision reinforces the importance of monitoring both the litigation record and the property’s transaction calendar. The ability to seek cancellation under s. 252 may become critical if a CPL threatens a sale, financing, development milestone, or other time-sensitive transaction.

Parties relying on a CPL should likewise ensure that the underlying claim continues to advance. If a second proceeding becomes necessary because of limitation concerns or newly identified parties, counsel should consider whether amendment, joinder, or preservation of the existing proceeding would protect those interests without interfering with an accrued cancellation right.

Key takeaways for B.C. property owners, developers, lenders and CPL plaintiffs

Because a CPL is an extraordinary pre-judgment mechanism that secures an unproven claim by tying up a property owner’s title, the party who obtains it must diligently advance the underlying claim.
Section 252 protects against dormant litigation. If no litigation step has been taken for one year, a property owner may seek cancellation of a CPL, reflecting the concern that property not remain tied up indefinitely.
A fresh action and CPL do not necessarily reset the clock. Once a property owner has accrued the right to seek cancellation under s. 252, a plaintiff cannot sidestep that process by registering a new CPL through a duplicative proceeding.
A proper protective action will not immunize or insulate later litigation conduct.
Courts will closely scrutinize litigation tactics that seek to defeat crystallized statutory rights or the integrity of the CPL regime. Steps that knowingly frustrate an opposing party’s accrued procedural rights may cross the line into abuse of process, and the question is whether a tactic is outside the range of reasonable strategic litigation choices.

BLG can assist

CPL disputes often require urgent coordination between litigation strategy and the commercial timetable for the property. If a CPL is affecting a proposed sale, financing, development, restructuring, or other transaction, early assessment of the available cancellation and preservation remedies may be critical. For advice concerning CPLs, real estate disputes, abuse of process, or remedies under the Land Title Act, please contact any of the key contacts below.

No more reset to market rent? British Columbia considers vacancy control with Bill M-218

Mon, 14 Sep 2026 00:00:00 Z

Under British Columbia's Residential Tenancy Act, rent increases are regulated. In most cases, landlords may only increase rent once every 12 months and only by the annual allowable amount set by the province, which in 2026 is 2.3 per cent. However, once a tenant vacates a rental unit, the current regime generally permits a landlord to set a new rent for the incoming tenant, including at market rates.

Bill M-218, the Residential Tenancy Amendment Act, 2025, a private member's bill introduced by MLA Rob Botterell, would change that approach by introducing what is commonly referred to as ‘vacancy control.’ If enacted, the bill would prevent landlords from increasing the rent for a vacant unit beyond the amount that could have been charged if the previous tenant had stayed.

For example, if the previous tenant paid $1,500 per month, the landlord could not charge a new tenant the market rent for the unit. Instead, the landlord could generally charge only $1,500, plus any rent increase permitted by law. In practical terms, rent increases would be tied to the rental unit itself, rather than resetting when a new tenancy begins.

Key takeaways

Bill M-218 would significantly restrict a landlord's ability to reset rent to market levels when a tenancy ends.
Rent increases would attach to the rental unit, rather than resetting when a new tenancy begins.
British Columbia may join Prince Edward Island in adopting a form of vacancy control that ties rent increases to the rental unit, rather than allowing rent to reset when a new tenancy begins.
If enacted, Bill M-218 would not make rent increases impossible. Landlords would still be able to rely on existing rent increase mechanisms, including annual allowable increases, tenant-agreed increases above the annual limit, and additional rent increases approved by B.C.’s Residential Tenancy Branch.

How are other provinces approaching market rent and vacancy control?

Most Canadian provinces regulate rent increases during a tenancy, but allow rents to return to market levels once a tenant vacates. This remains the prevailing model across Canada, because it attempts to balance tenant protection with incentives for private investment in rental housing.

Prince Edward Island is the main Canadian example of vacancy control, as it generally limits rent increases by reference to the unit rather than the individual tenancy. Commentary on Prince Edward Island’s vacancy control regime has highlighted the broader policy trade-offs associated with vacancy control.

While tenant advocacy groups argue that vacancy control can improve housing stability and slow rent escalation, others have raised questions about its potential impact on investment incentives, redevelopment projects and the construction of new rental housing. Similar questions may also arise in British Columbia, particularly given the province’s ongoing shortage of affordable rental housing supply.

Vacancy control is not entirely new to B.C. From the mid-1970s to the early 1980s, British Columbia operated a rent regulation regime that, at various points, limited rent increases by reference to the rental unit rather than only the continuing tenant. That regime evolved significantly over time and was ultimately phased out in 1983 by the Social Credit government as part of a broader move toward rent decontrol, promoting a greater reliance on the private rental market.

Recent research from the Canada Mortgage and Housing Corporation (CMHC) underscores that rent control may offer short-term protection for existing tenants, but it also carries meaningful trade-offs. Studies reviewed by the CMHC suggest that rent control can contribute to higher rents for uncontrolled new units, fewer rental options, reduced residential mobility and, in some cases, lower housing quality or reduced investment in rental supply.

Will increasing rent become impossible in B.C.?

As currently drafted, Bill M-218 does not expressly provide any exceptions to its vacancy control provisions. However, landlords may still be able to increase rent through existing mechanisms under the Residential Tenancy Act.

First, rent may continue to be increased by the annual allowable amount set by the province. For 2026, the maximum permitted increase is 2.3 per cent, and rent may only be increased once every 12 months in accordance with the statutory requirements.

Second, a landlord may ask a tenant to voluntarily agree to a rent increase that exceeds the annual allowable limit, although a tenant is under no obligation to accept such a proposal. While this mechanism to increase rent is currently available under the Residential Tenancy Act, it is unclear whether tenants will be able to continue to consent to a rent increase under Bill M-218.

Landlords may also seek approval from the Residential Tenancy Branch for rent increases above the annual limit in specific circumstances, including where they have incurred eligible capital expenditures or other qualifying expenses.

Final thoughts on Bill M-218

Bill M-218 may appear straightforward, but its implications could be significant. By tying rent increases to units rather than tenancies, the proposal would represent one of the most consequential changes to British Columbia's rental housing regime. Whether vacancy control becomes a meaningful affordability tool or an obstacle to future housing investment will likely be the focus of intense debate among tenants, landlords, developers, and policymakers in the months ahead.

At the date of publication, Bill M-218 has received first reading, but has not yet received royal assent; it is therefore not currently in force.

BLG’s Commercial Real Estate Group will continue to monitor provincial developments and advise clients on rental housing matters in British Columbia. For more information, please contact a member of our Commercial Real Estate Group.

CRA releases updated CRS guidance: CRS 2.0 and other matters

Fri, 11 Sep 2026 00:00:00 Z

On July 2, 2026, the Canada Revenue Agency (CRA) published its updated Guidance on the Common Reporting Standard (Updated CRS Guidance).

The Updated CRS Guidance includes:

Long-awaited changes addressing the legislative amendments to Part XIX of the Income Tax Act (CRS) relating to the amendments to the Common Reporting Standard set out in the Standard for Automatic Exchange of Financial Account Information in Tax Matters, as amended and approved by the Council of the Organisation for Economic Co-operation and Development in June 2023 (commonly referred to as CRS 2.0, Amended CRS or ACRS); and
Other changes, referred to by the CRA as “small clarifications”, pertaining to CRS compliance.

The changes in the Updated CRS Guidance relating to CRS 2.0 generally take effect on Jan. 1, 2027. All other changes generally take effect by July 2, 2026.

This article summarizes certain key compliance changes that financial institutions (including investment funds, securities dealers, portfolio managers, custodians, banks, trust and loan companies, credit unions and insurance companies) should be aware of.¹

Compliance changes under CRS 2.0

New fields on the CRS return

CRS 2.0 requires the following new fields to be included in the CRS return for each reportable account, beginning with reporting for the 2027 calendar year:

For account holders that are passive non-financial entities with one or more reportable controlling persons, the financial institution must provide:
1. the role(s) by virtue of which each reportable person is a controlling person of the account holder, and
2. whether a valid self-certification has been provided for each reportable person²;
In the case of any equity interest held in an investment entity that is a legal arrangement, the role(s) by virtue of which the reportable person is an equity interest holder;
Whether the account holder has provided a valid self-certification;
The type of account;
Whether the account is a preexisting account³ or a new account⁴; and
Whether the account is a joint account (and if so, the number of joint account holders).

Transitional relief applies to accounts already opened as of Jan. 1, 2027 (each referred to as an Existing Account), but solely with respect to the new reporting fields in (a)(i) and (b) described above. These fields do not need to be completed for an Existing Account if such information is not available in the electronically searchable data maintained by the financial institution. The transitional relief is limited and may only be used by financial institutions for the 2027 and 2028 reporting periods.

Custodial account reporting relief

Under the current CRS rules, a financial institution that maintains a custodial account must report on the CRS return the total gross proceeds from the sale or redemption of financial assets that are paid or credited to the account during the reporting period.

Under CRS 2.0, a financial institution is exempted from reporting this information if it reports such information in the return filed for purposes of Part XXI of the Income Tax Act (CARF) relating to the Crypto-Asset Reporting Framework (unless the financial institution elects out of this reporting exemption for CRS). This measure helps prevent duplicative reporting under CRS and CARF for certain financial accounts related to crypto-assets.

Missing self-certifications

In exceptional circumstances where a financial institution cannot obtain a self-certification for a new account in time to meet its CRS obligations for the reporting period during which the account was opened, CRS 2.0 requires financial institutions to apply the due diligence procedures for preexisting accounts until the self-certification is obtained and validated.

Reliance on AML/KYC documentation

The Financial Action Task Force Recommendations — International Standards on Combating Money Laundering and the Financing of Terrorism and Proliferation, adopted in February 2012 and as amended from time to time (FATF Recommendations) are the international standards for the measures that countries should adopt domestically to implement anti-money laundering and know your customer (AML/KYC) rules. However, not all countries, including Canada, have enacted domestic AML/KYC legislation entirely consistent with the FATF Recommendations.

Information gathered for Canadian AML/KYC purposes is often used for CRS compliance purposes. For example, information gathered for AML/KYC purposes may be used to determine the controlling persons of an entity account holder or to assess the reasonableness of a self-certification. Under the current rules, financial institutions may rely on documentation collected for Canadian AML/KYC purposes to satisfy their CRS obligations.

Pursuant to CRS 2.0, financial institutions will no longer be able to rely on information collected and maintained pursuant to their AML/KYC procedures for their CRS due diligence obligations, if the financial institution’s AML/KYC procedures are not substantively consistent with the FATF Recommendations. To date, the CRA has not provided any guidance on the extent of the substantive discrepancies (if any) between Canadian AML/KYC rules and the FATF Recommendations, therefore, financial institutions are left to independently determine whether continued reliance on their AML/KYC documentation for CRS compliance purposes will be acceptable.

Multiple tax residences

An account holder (or an account holder’s controlling person) may be a tax resident in two or more jurisdictions based on the domestic laws of such jurisdictions. The CRA’s previous administrative position was that account holders with multiple tax residences may rely on an applicable tie-breaker rule in a tax treaty to resolve cases of dual tax residence.

Beginning in 2027, a dual resident account holder must provide all the jurisdictions of tax residence (i.e., without applying any tie-breaker rule in a tax treaty) on a self-certification and the financial institution must report all such jurisdictions on the CRS return.

To date, the CRA has not released updated self-certifications to address this change – the instructions in the current version of the CRA’s self-certifications indicate that account holders can rely on tie-breaker rules. We would expect, similar to other jurisdictions that have already implemented CRS 2.0, that the CRA’s next version of the self-certifications will be updated to indicate that account holders can no longer rely on the tie-breaker rules.

Preexisting accounts – reasonable efforts to obtain missing date of birth or TIN

Under the current CRS rules, financial institutions do not need to report the date of birth or TIN for preexisting accounts, if such information is neither (i) in the financial institution’s records nor (ii) otherwise required to be collected by the financial institution under the Income Tax Act.

Even though financial institutions do not need to report such information in those circumstances, they still have an obligation to use reasonable efforts to obtain the TIN or the date of birth (as applicable) with respect to a preexisting account by the end of the second calendar year following the year in which the preexisting account is identified as a reportable account. Pursuant to CRS 2.0, financial institutions will now also be required to use reasonable efforts to obtain the TIN or date of birth (as applicable) of a preexisting account whenever it is required to update the information relating to the account pursuant to AML/KYC procedures.

New types of non-reportable persons – publicly-traded entities and their related entities

Non-reportable persons are not reportable for purposes of CRS (regardless of their tax residency status). Under the current CRS rules, the list of non-reportable persons includes, but is not limited to, (i) a corporation the stock of which is regularly traded on one or more established securities markets or (ii) any corporation that is a related entity of the former.

CRS 2.0 expands the two above-noted categories beyond corporations, in order to capture all entities (e.g., trusts and partnerships) that have stock that is regularly traded on an established securities market and their related entities.

Updating the list of non-reporting financial institutions

A financial institution that is a non-reporting financial institution (NRFI) is not subject to CRS compliance obligations.

Under the current CRS rules, a governmental entity or international organization is a NRFI. CRS 2.0 limits the situations where such an entity can benefit from the NRFI status. In particular, a governmental entity or international organization will not be a NRFI in any of the following scenarios:

With respect to a payment that is derived from an obligation held in connection with a commercial financial activity of a type engaged in by a specified insurance company, custodial institution or depository institution; or
With respect to the activity of maintaining central bank digital currencies for account holders which are not financial institutions, governmental entities, international organizations or central banks.

New type of excluded account – incorporations and contributions of capital

Financial institutions do not have CRS compliance obligations with respect to an “excluded account”.

CRS 2.0 introduces a new type of “excluded account”, which is an account established in connection with a contribution of capital to, or the incorporation of, a corporation. In order for an account to fall within this new type of “excluded account”, the account must meet all of the following requirements:

The account is used exclusively to deposit amounts that are to be used for the purpose of the incorporation of, or the making of a capital contribution to, a corporation in accordance with applicable law;
Any amounts held in the account must be blocked until the financial institution obtains an independent confirmation regarding the incorporation or contribution of capital;
The account is closed or transformed into another account in the name of the corporation after the incorporation or contribution of capital;
Any repayments resulting from the failed incorporation or contribution of capital (net of service provider and similar fees) must be made solely to the persons who contributed the amounts; and
The account cannot have been established more than 12 months before that time.

Other compliance changes

Missing TIN

An account holder must provide a reasonable explanation on their self-certification if the account holder is not eligible to obtain a foreign TIN (e.g., the account holder’s jurisdiction does not issue a TIN to its residents) or is otherwise unable to secure a foreign TIN (e.g., the account holder has requested a TIN from its jurisdiction but has not yet received it as at the time the account is opened).

The CRA recommends that financial institutions have procedures in place to follow-up with the account holder and document any actions taken to support the financial institution’s “reasonable efforts” that were made to obtain the missing TIN.

Entity account holder certifies it has no residence

For a self-certification to be valid, the account holder must certify its jurisdiction(s) of tax residence. If an entity account holder (such as a partnership) certifies that it has no residence for tax purposes, the CRA’s previous administrative position was that the financial institution can rely on the address of the entity’s principal office to determine the entity’s jurisdiction of tax residence.

Under the Updated CRS Guidance, if an entity account holder certifies it has no residence for tax purposes, the financial institution should treat the account as not having a valid self-certification. In such circumstances, the CRA recommends that the financial institution should discuss with the account holder about what other information to consider for determining its tax residence (address of the entity’s principal office, place of effective management of the entity’s business, jurisdiction in which the entity is established, etc.) or refer the entity to seek professional tax advice. Accordingly, financial institutions cannot solely rely on the location of the entity’s principal office in these circumstances.

Securities of a fund issued in client name – written communications

Where securities of a fund are issued in the name of the beneficial investor (i.e., securities are issued in client name), the fund and the investor’s dealer both have obligations under CRS. In these circumstances, the fund and the dealer may take advantage of the “client name relief” (provided certain requirements are met), whereby the parties share the CRS compliance obligations as follows (see our article, New year, new compliance obligations: CRA releases updated CRS guidance, for more information):

Due diligence (this must be completed by the dealer) – The dealer collects a self-certification from the account holder, and communicates to the fund whether the account is reportable or non-reportable.
Reporting (this may be completed by either the dealer or the fund) – Whichever party is responsible for the reporting (the Filer) is required to inform the party that is not responsible for the reporting (the Non-Filer), in writing, that the Filer will perform the reporting.

In the Updated CRS Guidance, the CRA provides examples of “written communications” or “information in writing”, and such examples consist of electronic communications, notifications and notations. The CRA also makes it clear that any such communications are considered records, and they are therefore subject to the record keeping (including retention period) requirements imposed under CRS.

How financial institutions can prepare for the new changes

Financial institutions should consider taking the following action steps to prepare themselves for the compliance changes under CRS:

Update your policies and procedures – Your polices and procedures for CRS compliance should be updated to reflect the compliance changes. Given the changes impact only CRS at this time, financial institutions that have obligations under Part XVIII of the Income Tax Act (FATCA) should consider how this may impact their FATCA compliance procedures;
Prepare training sessions for your compliance team – Financial institutions are expected to have periodic trainings on CRS compliance. Financial institutions should begin planning training sessions in advance of the 2027 implementation date for CRS 2.0, as well as preparing the training materials for these sessions. Attendance logs and copies of all training materials should be retained, as they are often requested during an audit by the CRA of a financial institution’s CRS compliance program;
Update your computer systems to reflect the new CRS return – For financial institutions that rely on computer systems to prepare their annual CRS returns, it will be important to update the computer system to incorporate the new reporting fields required by the new CRS return. For example, financial institutions may complete due diligence by collecting a valid self-certification or by using publicly available information – it will now be important for financial institutions to track how the due diligence was completed in order to satisfy the new fields on the CRS return. For Existing Accounts where the new information to be reported on the CRS return is not in the computer system, financial institutions may need to manually review the client file to determine the required information to complete the applicable new field(s); and
Understand the differences between your AML/KYC procedures and the FATF Recommendations – CRS 2.0 emphasizes that financial institutions are required to follow the FATF Recommendations when complying with CRS, rather than their AML/KYC procedures which are established for the purposes of complying with the Canadian AML/KYC legislation. CRS compliance professionals should understand how the FATF Recommendations differ from the obligations under Canadian AML/KYC, in order to know whether information obtained for AML/KYC purposes can or cannot be used for CRS purposes.

For help assessing the impact of the Updated CRS Guidance on your financial institution, please contact the individuals below.

Authors: Grace Pereira, Tony Zhang, Brian Malczyk, Alex Gall

From duties to import bans: The Canada–U.S. tariff war after the collapse of negotiations

Fri, 11 Sep 2026 00:00:00 Z

Just after midnight on Aug. 22, 2026, the United States began collecting 50 per cent duties on approximately US$20 billion (C$27.6 billion) worth of Canadian goods under Section 338 of the Tariff Act of 1930 (the Tariff Act). Our earlier insight examined this Depression-era provision after the underlying proclamations were signed in July.

Within hours, Prime Minister Carney made an announcement that Canada would match the U.S. duties “dollar for dollar.” On Aug. 25, the Department of Finance released the details of Canada’s response: counter-tariffs of 15 per cent, 25 per cent and 50 per cent on C$27.6 billion worth of U.S. goods, effective on Sept. 8, together with a C$7.5 billion support package.

Between those announcements, President Trump stated that tariffs on all Canadian cars, trucks, and automotive parts would increase to 50 per cent on Jan. 1, 2027, and that Canadian steel would also be subject to that rate.

Canada’s counter-tariffs took effect on Sept. 8.

Within hours, the President signed five further Section 338 proclamations: three impose outright import bans on specified Canadian alcoholic beverages, dairy products and motorcycles, effective Sept. 29, and two recalibrate the existing 50 per cent tariff lists, effective Sept. 15, adding products, removing others, and reversing the July carve-out for goods already subject to Section 232.

The President directed the removal of Canadian-origin products from a federal procurement channel the White House values at more than US$50 billion a year.

This update situates developments since the collapse of negotiations in the arc of the dispute we have tracked since November 2024 and considers what may come next for Canadian businesses.

1. How we got here

The most recent iteration of the Canada-U.S. trade dispute began on Nov. 25, 2024. That was when the then president-elect announced his intention a 25 per cent tariff on all goods imported from Canada and Mexico, citing concerns about fentanyl and border security.

The measures and responses that followed included tariffs imposed under the International Emergency Economic Powers Act, the resumption of the tariff dispute in March 2025, Section 232 measures targeting steel, aluminum and automobiles, Canada’s WTO challenge, and successive rounds of Canadian counter tariffs. Canada ultimately withdrew most of its counter-tariffs in September 2025.

These events are chronicled in our Tariffs and Trade Resource Centre.

Two developments this summer reshaped the bilateral dynamics.

First, at the first CUSMA joint review on July 1, the United States declined to renew the agreement in its current form. CUSMA remains in force, but the parties are now on a cycle of annual reviews rather than securing a further 16-year term.

Second, on July 20, the President signed three proclamations under Section 338 of the Tariff Act, citing provincial bans on U.S. alcoholic beverages, Canada’s administration of tariff-rate quotas for cheese, and Canada’s 25 per cent tariff on non-CUSMA-qualifying U.S. vehicles.

The accompanying annexes extended well beyond those three sectors, covering products such as furniture, cement, plywood, apparel, cosmetics, toys and hockey equipment. The duties apply irrespective of whether the goods qualify as originating under CUSMA. As originally proclaimed, they did not apply to goods already subject to Section 232 measures but, as discussed below, that carve-out was reversed on Sept. 8.

The July proclamations set Aug. 19 as the effective date, reflecting Section 338’s minimum 30-day notice period. On Aug. 18, amid reports of progress in the negotiations, the President suspended the effective date by three days, to Aug. 22. The suspension proclamation recorded that Canada had “expressed a commitment” to remove the measures at issue.

2. The collapse: Two accounts

Late on Friday, Aug. 21, Prime Minister Carney announced that Canada was suspending negotiations and recalling its negotiators to Ottawa. He stated that, in the preceding days, the United States had proposed new terms that were “unfair, uneconomic, and called into question the reliability of any deal.”

At a press conference the following morning, the Prime Minister added that the United States had “asked too much and offered too little.” He said that the late-stage demands implicated Canada’s relationships with other trading partners, its automotive sector, and its cultural and French-language protections. He also confirmed that Canada had been prepared to remove its remaining counter-tariffs on steel, aluminum and automobiles had the United States lowered its own. When asked on Tuesday about Canada’s account of the eleventh-hour demands, the President replied, “I don’t deny anything.”

In various interviews in the following days, U.S. officials offered a different account. Shortly after midnight, the United States Trade Representative posted that Canada had “declined to finalize the trade deal under the terms agreed earlier this week” and that “new demands and walk backs of other commitments by Canada” had upended the balance struck earlier in the week. According to an X post by the United States Trade Representative, the U.S. offer included significant tariff reductions on steel, aluminum, automobiles and lumber, cooperation on aerospace, critical minerals and forced-labour enforcement, and the launch of formal CUSMA negotiations.

No agreement was reached, no further negotiations were scheduled and, according to the United States Trade Representative, the United States was “moving forward with measures that respond to Canadian retaliation.” Those measures arrived on Sept. 8.

3. Canada’s response

Canada’s countermeasures, announced on Aug. 25 and in force since 12:01 a.m. on Sept. 8, have three notable features.

First, the countermeasures are rate-matched, not merely value-matched. The targeted products are drawn from those covered by the U.S. Section 338 and Section 232 measures, with each product generally subject to the same tariff rate that the United States applies to the corresponding Canadian product.

The Sept. 8 list contains roughly 700 items and covers C$27.6 billion in annual imports, and imposes tariffs of:

50 per cent on steel and aluminum products;
25 per cent on furniture, clothing and apparel, appliances, dairy products, cheese, fish and seafood, and certain steel and aluminum derivatives; and
15 per cent on other products such as air conditioning units and tool parts.

Second, the government’s stated rationale has shifted. The Minister of Finance made clear that the primary objective is to improve the competitive position of Canadian producers relative to U.S. products in the Canadian market. As the government had stated in respect of steel sector counter-tariffs, it would be illogical to force Canadian producers to compete with U.S. imports, when Canadian products are denied entry into the U.S. market.

This is a candid acknowledgement of the leverage problem we identified in January 2025. Retaliation against U.S. imports is unlikely, on its own, to move the United States. At the same time, there is no question that Canadian retaliatory measures to date are having both an economic and a political impact – and, likely, a strategic one as well. Retaliatory measures of this sort typically pursue multiple objects, and Canada’s latest measures are not different.

Third, the implementation framework is familiar. Existing counter-tariffs, including those on automobiles, remain in place, while goods already in transit when the measures took effect on Sept. 8 were exempt.

The tariff remission framework also remains available to provide exceptional relief. The Canadian Government has also paired the countermeasures with a C$7.5 billion support package. The package includes regional liquidity support, a new Business Development Bank of Canada financing stream, a C$2 billion Canada Strong Diversification Fund, C$3.5 billion in worker supports, and additional flexibility under the Large Enterprise Tariff Loan Facility. These measures build on approximately C$25 billion in support announced since 2025.

4. The U.S. response: from duties to import bans

Canada’s counter-tariffs took effect at 12:01 a.m. on Sept. 8.

The United States responded the same day, on two fronts. In the morning, the President directed the General Services Administration, working with the USTR, to take steps to remove Canadian-origin products from GSA’s Multiple Award Schedules (long-term contracts through which federal agencies buy commercial goods and services) unless Canada restores “full and fair reciprocity” for U.S. suppliers in Canadian government procurement. That evening, he signed five further proclamations under Section 338.

Three of the five are import bans. Section 338 permits the President, where a foreign country “maintains or increases” its discrimination after additional duties have been imposed, to exclude that country’s products from importation altogether. The President has now invoked that power. Effective 12:01 a.m. on Sept. 29, specified Canadian products currently subject to the 50 per cent duty (most alcoholic beverages, certain dairy and related products, and motorcycles) will be prohibited from entry into the U.S market. The White House frames the alcohol ban as a response to Canada having “maintained and in fact increased” its discrimination against U.S. alcoholic beverages; the ban closely mirrors the provincial bans on U.S. alcohol in place since early 2025, and follows Saskatchewan’s 50 per cent markup on U.S. alcohol, which took effect the same day as Canada’s counter-tariffs. The USTR described the package as “a natural consequence of Canada’s continued discriminatory treatment” of U.S. exports.

The other two proclamations recalibrate the underlying tariff lists, effective Sept. 15, for the motor vehicle and alcoholic beverage actions. Each removes some products from the 50 per cent duty and adds others. The White House cites rock salt and cement among the removals, and all-terrain vehicles and additional dairy products among the additions; cheese, mattresses and motorboats also appear to be new entrants.
Two further features deserve attention.

First, the modified duties “apply in addition to” Section 232 duties, reversing the July carve-out under which goods already subject to Section 232 measures were excluded from Section 338 coverage. On the face of the Sept. 8 announcement from the White House, Canadian aluminum bars and tubes, and fabricated steel structures newly added to the list may attract both layers.

Second, the additions were made without a fresh 30-day notice period. Section 338 requires that additional duties take effect no earlier than 30 days after the President’s finding of discrimination. The administration’s position appears to be that supplementing an existing proclamation, which the statute expressly permits, is not a new imposition.

Canada’s reaction has so far been measured. Minister LeBlanc called the measures “unjustified,” said the government was assessing them, and confirmed he was in contact with Ambassador Greer. Hours earlier, the Prime Minister had told Canadians in a video address that Canada’s pivot away from the United States “will come at a cost,” though not one approaching “the cost of standing still.”

5. What comes next

Escalation. The President’s announcement concerning Jan. 1, 2027 would raise tariffs on all Canadian cars, trucks and automotive parts to 50 per cent, doubling the current headline tariff rate on automobiles and applying the announced 50 per cent rate expressly to automotive parts.

Because U.S. duties on Canadian steel are already 50 per cent, the practical significance of the President’s reference to steel remains unclear. The four-month lead time resembles a negotiating deadline more than a settled policy decision. Automotive businesses and supply-chain participants should not, however, plan on the assumption that the increase will be withdrawn or postponed.

The Sept. 8 measures show that the U.S. administration is prepared to use the full range of Section 338, from duties to outright bans. They also show a willingness to move beyond tariffs altogether: the procurement directive targets a channel that Section 338 does not reach, and that Canadian suppliers have generally treated as insulated from the tariff dispute.

Litigation. Unlike Section 122, which limits tariffs imposed under that provision to 150 days, Section 338 contains no comparable express time limit and, according to the U.S. Government’s interpretation, permits duties of indefinite duration.

Some U.S. scholars have questioned whether the provision survived the 1962 Trade Expansion Act, and legal challenges are widely expected. Importers exposed to the duties or bans should consider taking steps now to preserve their ability to seek refunds, rather than waiting for the courts to resolve those potential challenges.

CUSMA. The annual review cycle has effectively transformed CUSMA from a relatively settled framework into an ongoing negotiation. The United States Trade Representative’s proposed package purportedly included the launch of formal CUSMA negotiations, but that offer appears to have lapsed with the breakdown of the broader talks. Canadian officials reportedly see “little chance” of negotiations resuming before the U.S. midterm elections in November 2026.

Meanwhile, the U.S.–Mexico track continues: the U.S. Commerce Secretary travelled to Mexico on Sept. 9 to meet President Sheinbaum. Canada risks watching the agreement’s future being negotiated bilaterally around it.

6. What Canadian businesses should do now

Revisit the origin of your exports. The Section 338 duties apply regardless of whether goods qualify for preferential treatment under CUSMA. Canada’s counter-tariffs, by contrast, apply to goods considered to originate in the United States under the applicable marking rules. The analysis differs on each side of the border, and the answer for U.S.-assembled goods containing foreign inputs may not be straightforward.

Use the lead time before Sept. 15 and Sept. 29. The recalibrated U.S. lists take effect on Sept. 15 and the import bans on Sept. 29. Goods classified in newly added subheadings should be re-costed now; goods deleted from the lists should be checked for whether they were removed outright or merely narrowed to a statistical suffix. Goods in the banned categories cannot enter after 12:01 a.m. on Sept. 29, and shipments should be timed accordingly.

Preserve potential refund rights. Importers subject to the U.S. Section 338 duties should consider taking the steps necessary to preserve potential refund claims pending any litigation challenging those measures.

Review existing and future contracts. Business should examine tariff pass-through, price-adjustment and force majeure provisions in existing agreements and address tariff allocation expressly in new contracts – advice we first gave in March 2025 that has not aged.

Review U.S. federal procurement exposure. Canadian suppliers holding GSA Multiple Award Schedule contracts, and their U.S. resellers, should review origin documentation and contract terms.

BLG can assist

BLG’s International Trade and Investment Group has advised clients through every phase of this dispute, including on origin qualification, remission requests, classification and scope determinations, contractual risk allocation and refund preservation. For assistance, contact any member of our team, and follow developments on our Tariffs and Trade Resource Centre and The Tariff Home Companion podcast.

B.C. presale contracts declared unenforceable due to REDMA disclosure failures

Thu, 03 Sep 2026 00:00:00 Z

Developers marketing presale units in British Columbia must continue to disclose material developments throughout the life of a project or risk losing the ability to enforce their purchase agreements.

In KingSett Mortgage Corporation v. Lumina Eclipse Limited Partnership, 2026 BCSC 1598 (Lumina Eclipse), the British Columbia Supreme Court held that a developer's failure to disclose material developments affecting a condominium project rendered 39 presale agreements unenforceable against the purchasers, notwithstanding that the project was subsequently completed over the course of a Companies' Creditors Arrangement Act (CCAA) proceeding.

The decision provides important guidance on the scope of a developer's continuing disclosure obligations under the Real Estate Development Marketing Act (REDMA), the circumstances in which post-contract disclosure failures can engage s. 23 of REDMA and the interaction between REDMA and the CCAA. It also confirms that subsequent project completion or an insolvency proceeding will not necessarily cure earlier disclosure failures or protect pre-sale agreements from being rendered unenforceable.

What developers and purchasers need to know

REDMA is consumer protection legislation which regulates the marketing of presale development properties.
REDMA is built around a straightforward concept: purchasers are entitled to receive accurate and up-to-date information about the material facts of a development before and during the period in which they remain contractually committed to purchasing a unit. Material facts may include, among other things, construction stoppages and significant delays.
A developer's obligation to disclose material facts under REDMA continues after a presale agreement is signed.
A failure to disclose later-arising material facts can render a presale agreement unenforceable against the purchaser.
CCAA is a federal insolvency statute that grants courts broad discretion to stay proceedings and creditor rights while a debtor undertakes a restructuring or concludes strategic sales for the benefit of stakeholders. The objective of the CCAA is to facilitate an efficient and fair restructuring process, preserve and maximize asset value, protect the public interest and balance the competing interests of debtors, creditors and other stakeholders.

Background: The Lumina Eclipse presale development

This case arose from the 329-condominium unit development called Lumina Eclipse in Burnaby, B.C. After purchasers entered into presale agreements between 2021 and 2023, the project began experiencing serious financial and construction difficulties.

During construction, the project encountered significant financial and operational challenges, including a $12 million CRA judgment, suspension of warranty coverage, suspension of the building permit, cessation of construction activity, substantial delays and eventual CCAA proceedings. Throughout this period, the disclosure statement was not amended to disclose these changes to purchasers.

In January 2025, the project was petitioned into a proceeding under the CCAA by its primary secured creditor, Kingsett Mortgage Corporation. In the initial order granted in the CCAA proceeding a stay of proceedings was granted (among other things) to allow construction of the development to restart. The initial order stayed all proceedings and the exercise of rights against the respondents and relieved the respondents from any obligation to file or deliver new disclosure statements or amendments under REDMA while the stay remained in effect. By March 2025 the building was deemed substantially complete, and the purchasers were asked to close on their presale agreements.

The purchasers sought a declaration that certain presale condominium agreements are unenforceable due to alleged breaches of s. 23 of REDMA. The purchasers argued that the developer's failure to disclose material developments affecting the project, including its financial difficulties and construction setbacks, constituted breaches of REDMA that rendered the presale agreements unenforceable under s. 23. The respondents argued that the presale agreements remained enforceable notwithstanding the project's financial and construction difficulties. They contended that the alleged disclosure deficiencies did not fall within the circumstances that would render the agreements unenforceable under s. 23 of REDMA and that the relief sought was inconsistent with the remedial purpose of the CCAA and the initial order under the CCAA.

What is a material fact under REDMA?

In Lumina Eclipse, the Court adopted the three-part framework for assessing materiality from Bosa Properties (Esprit 2) Inc. v. Kim, 2012 BCSC 1013, which is based on: (i) common sense; (ii) the statutory and regulatory disclosure framework; and (iii) whether a fact or proposal affects or could reasonably be expected to affect the value, price or use of the unit or development property. The Court did not reference the leading British Columbia Court of Appeal case regarding "material facts", being Woo v. Onni Ioco Road Five Development Limited Partnership, 2014 BCCA 76, in its reasoning. Applying the three-part framework, the Court found that all three factors established that the following events all constituted material facts:

a $12 million CRA judgment;
suspension of new‑home warranty coverage;
suspension of the building permit;
cessation of construction;
significant changes to completion timing; and
other developments affecting the project’s financial and operational condition.

When must a developer amend a disclosure statement?

A central issue was whether the undisclosed developments constituted “material facts” for the purpose of REDMA. The Court concluded that they did.

The Court emphasized that the materiality analysis is objective. The question is whether the information could reasonably be expected to affect the value, price or use of the development property or unit.

Applying that test, the Court found that the CRA judgment, suspension of warranty coverage, suspension of the building permit, cessation of construction activity, significant delays and other financial developments all constituted material facts. In these circumstances, the project was objectively different from the project purchasers thought they were buying into and the Superintendent's own disclosure requirements specifically call for disclosure of exactly this kind of information. These events affected project viability, financial stability, anticipated completion and the developer’s ability to perform its obligations.

The Court rejected arguments that materiality should be assessed with hindsight. The fact that the project was eventually completed did not alter whether the information was material when disclosure should have occurred. Materiality was assessed at the time disclosure was required, not after the project’s outcome became known.

Having determined that the relevant events were material facts, the Court turned to the disclosure obligations imposed by s. 16.

Section 16 requires a developer to immediately file an amendment to a disclosure statement when it becomes aware that the disclosure statement contains a misrepresentation or otherwise fails to comply with REDMA.

The Court found that timely amendments were not made despite the occurrence of multiple material developments. Some matters remained undisclosed for many months and were not included in a formal amendment until the monitor filed a further amendment in November 2025.

The Court found that the failure to file timely amendments to reflect the material facts constitutes a misrepresentation and the developer breached its continuing disclosure obligations as subsequent events had presented an outdated picture of the development that no longer reflected the actual circumstances known to the developer.

Can a post-contract disclosure breach make a presale contract unenforceable?

The most significant aspect of the judgment concerns the Court’s interpretation of s. 23.

The respondents argued that s. 23 should apply only where a disclosure defect existed when the original purchase agreement was executed.

The Court focused on the language of s. 23, which applies where a developer has breached “any provision of Part 2.” Because s. 16 forms part of Part 2, the Court concluded that continuing disclosure breaches may engage s. 23.

The Court also relied on the wording of s. 23(2)(a), which refers to material facts that “were or would have been” reasonably relevant to purchasers. According to the Court, that language supports the conclusion that later-arising material facts may also engage the statutory provision where disclosure obligations are not satisfied.

The Court held that s. 23 applies broadly to any breach of Part 2 of REDMA, including a developer's continuing obligation to amend disclosure statements and after purchase agreements have been executed. In this regard, the Court held that REDMA’s ongoing disclosure regime would be substantially weakened if post-contract disclosure failures carried no meaningful consequence.

The Court held that neither of the statutory exceptions in s. 23(2) applied. The undisclosed project developments constituted a misrepresentation of material facts that were reasonably relevant to a purchaser's decision to enter into the purchase agreement, preventing the respondents from relying on s. 23(2)(a). The respondents were also unable to rely on s. 23(2)(b) because it was highly unlikely the developer was not aware of the material facts and the misrepresentations were never corrected through an amended disclosure statement within the timeframe required by REDMA.

Due to the developer’s breach of its continuing disclosure obligations, and failure to establish any of the exceptions contained in s. 23(2) of REDMA, the purchasers’ presale agreements were found unenforceable against them by the developers.

Can CCAA proceedings override REDMA unenforceability?

The decision is particularly significant because the project was subsequently placed under creditor protection under the CCAA, with construction of the project substantially completed over the course of that CCAA proceeding. Despite this positive outcome, the Court nevertheless held that neither the CCAA proceeding generally nor relief set out in the initial order granted therein can cure or override the consequences of the earlier REDMA breaches.

The relevant disclosure failures occurred before the CCAA proceeding commenced, and therefore the applicable pre-sale agreements were already rendered unenforceable from the outset. The Court clarified that although CCAA courts have broad discretion to stay proceedings, suspend remedies and restrain the exercise of contractual rights, they do not go as far to make a contract already rendered unenforceable by operation of another statue to be treated as enforceable against the purchasers under the CCAA. The Court also commented that there is no conflict or frustration between CCAA and REDMA as REDMA determines whether the developer possessed an enforceable right against the purchasers, while the CCAA governs the administration of the ensuing insolvency proceeding and treatment of rights and claims within that proceeding.

The Court declared the purchase agreements unenforceable, but did not declare them void, cancelled or rescinded. It also did not determine the purchasers’ entitlement to recover approximately $3.6 million in deposits. Those issues were left for a later hearing.

Immediate implications: Why this decision matters for developers and lenders

The decision immediately affects 39 purchasers whose deposits total approximately $3.6 million and whose purchase contracts total approximately $30.5 million.

The Court's reasoning is not unique to those purchasers. The disclosure failures identified by the Court were project-wide disclosure issues. The development consists of 329 units. As a result, the potential financial implications for the project extend well beyond the 39 contracts directly before the Court.

More broadly, the decision significantly highlights the legal and financial consequences of failing to promptly amend disclosure statements when material developments arise during construction. Developers, lenders, monitors and insolvency professionals involved in distressed presale projects should examine this decision closely.

Potential appeal issues

Given the significance of the ruling, the decision may be appealed. Potential appellate issues include whether s. 23 applies to post-contract disclosure breaches, the interpretation of the phrase "was or would have been reasonably relevant" in s. 23(2)(a) and the interaction between REDMA and the CCAA. Appellate guidance may further clarify how REDMA provisions operate where a development project is subject to insolvency proceedings.

Key takeaways: What the decision means for B.C. development projects

Developers should treat REDMA disclosure as a continuing compliance obligation throughout the marketing and construction of an event or other matter. Events that occur after a purchaser signs an agreement may require an amendment to the disclosure statement if they constitute a material fact or material change. Importantly, legal consequences under REDMA do not arise merely because a material fact exists. Rather, they can flow from a developer's failure to disclose that material fact in accordance with REDMA's continuing disclosure requirements. Where there is uncertainty as to whether a particular development constitutes a material fact, developers should generally err on the side of disclosure and promptly assess whether an amendment to the disclosure statement is required.

Particular attention should be given to:

significant construction delays or work stoppages;
material financing difficulties;
suspension or loss of warranty coverage;
suspension, cancellation or material alteration of building permits;
other developments that could reasonably affect a purchaser’s decision to complete the purchase.

A contractual right to extend completion dates will not necessarily address a separate failure to comply with REDMA. Nor should a developer assume that completing the project, obtaining occupancy or entering an insolvency restructuring will cure an earlier disclosure breach.

Developers and insolvency professionals should therefore consider establishing a documented process for regularly reviewing project developments against their REDMA disclosure obligations. Material events should be promptly assessed with legal counsel, and any required disclosure amendment should be prepared and filed without delay.

If you have questions about REDMA or presale disclosure obligations in British Columbia, please reach out to any of the key contacts below.

Crystal ball gazing on the application of the B.C. Prompt Payment Act: A review with other provinces

Thu, 03 Sep 2026 00:00:00 Z

British Columbia enacted the Construction Prompt Payment Act, SBC 2025, c 24 (the Act), which received Royal Assent on November 27, 2025. It will come into force on a date to be prescribed by regulation. The Act will apply to new contracts and subcontracts made after the legislation comes into force.

Until the Act comes into force, there is much speculation of the application of the Act in the construction industry. While the Act is new to British Columbia, similar legislative regime exists in other provinces. With many provinces having adopted the prompt payment legislative regime prior to British Columbia, review of other jurisdictions’ application of this legislative regime provides guidance on what British Columbia may expect once the Act comes into force.

Ontario's original prompt payment regime under the Construction Act, R.S.O. 1990, c. C.30 came into effect on October 1, 2019, with further major updates and refinements taking effect more recently on January 1, 2026. Alberta's Prompt Payment and Construction Lien Act, RSA 2000, c P-26.4. took effect on August 29, 2022. British Columbia, Ontario and Alberta regimes share many common features, including mandatory payment deadlines, the use of proper invoices to trigger payment obligations, and adjudication of payment disputes. British Columbia also adopted several notable departures from the Ontario and Alberta models. These differences include treatment of proper invoices and holdback releases.

Proper invoice

Payment obligation in the Act is triggered by delivery of a “proper invoice”, with prescribed requirements within the legislation.

In provinces such as Alberta, this means that an invoice that fails to satisfy the prescribed requirements does not qualify as a proper invoice, and the statutory payment timelines do not begin until a compliant invoice has been submitted.

This was also the case previously in Ontario. There were discussions of the rigid invoicing requirements that deterred payments of invoices that were previously paid. There were also instances of owners and contractors attempting to delay payments by claiming that an invoice was not "proper" which led to frequent unnecessary adjudications.

British Columbia’s Act adopts a deeming provision, where the invoice is deemed to be a proper invoice unless a written notice is delivered within seven (7) days identifying any deficiencies and explaining how those deficiencies may be resolved. If no such notice is delivered within that period, the invoice is treated as compliant and the obligation to pay arises within 28 days of receipt. Ontario now follows the same approach adopting the statutory deeming provision in the recent legislative amendment.

Owners disputing a payment must provide a notice of non-payment within 14 days after receiving a proper invoice. Contractors and subcontractors must then provide a notice of non-payment within seven (7) days after receiving a notice of non-payment or within their own calculated payment date introduced by the Act by adding seven (7) days at each contractual tier.

Holdback requirements

There are areas of the Act where British Columbia departs from the existing prompt payment regimes in other provinces. The most substantive distinction between British Columbia and the other jurisdictions concerns the treatment of statutory holdback.

Unlike Ontario and Alberta, British Columbia did not introduce mandatory annual release of holdback. Instead, the Act preserves the traditional holdback regime under the Builders Lien Act while making several targeted amendments intended to improve the efficiency of the lien system. Notably, the legislation shortens the holdback retention period from 55 days to 46 days following substantial performance or completion. It also expressly abolishes the stand-alone “Shimco lien” against the holdback.

Adjudication

The Act establishes adjudication as an expedited dispute resolution mechanism designed to keep funds flowing during construction projects. The Act requires owners to deliver a notice of adjudication within 90 days after the head contract is completed, abandoned, or terminated. Similarly, the Act requires the subcontractor to deliver a notice of adjudication within 90 days after head contract is completed, abandoned, terminated, the date subcontract was certified, or the date the subcontract last supplied services or materials to the improvement under the subcontract, whichever is earlier. The Act also requires that in the case of a subcontractor’s non-payment arising from an owner’s non-payment, the subcontractor is required to commence an adjudication against the owner for non-payment no later than 21 days after giving notice to the sub-subcontractor.

The Act prescribes a short turnaround for producing of records for adjudications. The parties are required to send the notice of adjudication, contract and other records to be relied upon to the adjudicator within five (5) days after the adjudicator consents to adjudicate. The expedited timeline also falls on the adjudicator requiring the adjudicator to provide a written determination within 30 days after receiving the records unless agreed upon otherwise. Upon delivery of the written determination, the outstanding invoice is then due to be paid within 15 days.

One of the main discussions concerning the adjudicative system for the prompt payment legislation in Ontario, for example, has been that there have not been sufficient adjudicators, especially experts in the area, joining the adjudicator’s roster. It has been speculated that this may be due to the limits on the adjudicative fees which were incorporated in an attempt to keep costs low for the payment disputes. The lack of adjudicators, however, is causing delays. The Act permits the parties and the adjudicator to agree on a fee. It is yet to be seen whether this will assist in creating a more robust adjudicator roster to avoid delays in the adjudicative system.

Key takeaways

While awaiting the announcement of the regulations for the Act, it is helpful to note the existing similar legislative scheme in other provinces and how it has been applied. However, it is important to note that there are differences in the Act. Regardless of the similarities and differences between the provinces, it is certain that once British Columbia's Construction Prompt Payment Act comes into force, whether owner, contractor or subcontractor, an organized record-keeping system as well as a system to follow the key deadlines in the timeline prescribed in the Act will become imperative in order to apply the Act to resolve payment disputes.

For a more detailed review of British Columbia, Ontario and Alberta as well as other provinces’ respective enactment of the prompt payment legislation, a recent article Canada's Prompt Payment Legislation - A national perspective | BLG provides an overview of the prompt payment legislation in each of the provinces.

Canada Investment Summit 2026: What business leaders need to know

Tue, 01 Sep 2026 00:00:00 Z

The Government of Canada will host the inaugural Canada Investment Summit on September 14 and 15, 2026, in Toronto. The Summit is intended to convene the world’s largest investors, including leading CEOs, entrepreneurs and global business leaders around new investment in Canada.

The Summit focuses on nation-building projects and related opportunities across defence, major infrastructure, Indigenous partnerships, technology, energy, critical minerals and food and agricultural resilience.

The Prime Minister’s Apr. 17, 2026, announcement positions the Summit within a broader plan to catalyze $1 trillion in total investment over five years, create new career opportunities for Canadians, support economic growth and strengthen Canada’s economic resilience. The government’s case to investors rests on Canada’s energy and natural-resource base, skilled workforce, fiscal position and preferential access to approximately 1.5 billion consumers through 16 free trade agreements covering 51 countries.

This bulletin explains the federal measures shaping the Summit’s investment agenda and highlights the key legal and regulatory issues businesses and investors should consider when assessing Summit-related opportunities.

For broader context, BLG’s Doing Business in Canada guide outlines the Canadian legal and regulatory environment in which these opportunities will develop.

Federal measures shaping the Summit’s investment agenda

Several recent federal measures show how the government is supporting the Summit’s investment agenda across priority sectors. Canada has secured more than 20 new economic and defence partnerships and approximately $97 billion in foreign investment commitments since September 2025. At the same time, the Productivity Super-Deduction is intended to improve investment competitiveness, while the federal trade-diversification plan seeks to reduce reliance on a limited number of export markets. Together, these measures raise practical tax and structuring considerations, including the need to address tax issues early in project planning.

Foreign investors should also assess the Investment Canada Act early in transaction planning. This is particularly important where investments involve sectors such as critical minerals, defence, artificial intelligence (AI), or infrastructure, which may attract national security scrutiny regardless of transaction value or whether the investor acquires control. In practice, review timelines, filing obligations and potential conditions or remedial orders should be built into deal structure, financing and closing arrangements.

BLG’s Foreign investment in Canada: Understand the review process explains the review framework in greater detail.

Defence Industrial Strategy: building domestic capability

Security, Sovereignty and Prosperity: Canada’s Defence Industrial Strategy seeks to strengthen domestic defence capacity, reform procurement and support Canadian suppliers. It includes $6.6 billion over five years for industry and a Build-Partner-Buy framework focused on aerospace, munitions, AI and digital systems, space and uncrewed systems. Accordingly, suppliers should consider security clearances, controlled-goods compliance, supply-chain provenance, intellectual property terms and procurement eligibility, not only technical capability.

BLG’s Bill C-31 proposes major Defence Production Act changes affecting Canadian defence procurement examines related legislative changes affecting Canadian defence procurement.

Major Projects Office: accelerating nation-building projects

The Major Projects Office currently supports 18 projects and nine transformative strategies representing approximately $192 billion in new investment. Although the office coordinates federal decision-making and addresses policy and financing barriers, it does not replace statutory approvals or the Crown’s duty to consult. As a result, proponents should determine early whether a project meets the criteria under the Building Canada Act and map the provincial requirements, consultation path, permitting sequence and financing milestones needed to move the project forward.

BLG’s Fast-tracking Canada’s future: Recent projects announced by the Major Projects Office provides further context on the referred projects and their implications.

Indigenous partnerships and project development

Meaningful engagement with Indigenous Peoples is central to major project development in Canada. The Crown’s duty to consult is embedded across regulatory requirements, permitting and procurement processes, driving expectations and informing project design, approvals and financing. Projects with well-developed approaches to execution with partnerships in mind are expected to have better outcomes. The federal Indigenous Loan Guarantee Program and comparable provincial programs are designed to support Indigenous equity participation and access to capital. We recommend that structuring considerations be addressed early in diligence, financing and governance documents.

As discussed in BLG’s From mineral tenures to nuclear projects: The evolving role of UNDRIP in Canadian domestic law, consultation standards and regulatory decision-making continue to evolve, making early engagement critical to project design and execution.

Technology, AI and advanced manufacturing

Canada’s National Artificial Intelligence Strategy: AI for All and Canada’s Automotive Strategy direct support toward AI adoption and infrastructure, domestic manufacturing, battery technology, automation and advanced components. For organizations seeking public funding or procurement opportunities, data sovereignty, privacy, cybersecurity, intellectual property, supply-chain origin and skilled-labour requirements should be addressed at the design stage because these issues can affect both eligibility and the commercial allocation of risk.

BLG’s Canada’s new AI for All strategy: A business outlook on AI governance, adoption, and data sovereignty and Canada’s new automotive strategy examine the practical implications for businesses in these sectors.

Energy and critical minerals

In the energy and critical minerals sectors, federal policy is being advanced through Powering Canada Strong: A National Strategy for an Electrified Canadian Economy and The Canadian Critical Minerals Strategy. The electricity strategy addresses generation and grid expansion, while the critical minerals strategy supports domestic mining, processing and refining.

BLG’s Canada’s new electricity strategy: Powering an electrified future by 2050 examines the implementation, jurisdictional, and financing issues associated with this agenda. Related funding tools, including the First and Last Mile Fund and planned Critical Minerals Sovereign Fund, may help address infrastructure and financing gaps. Even so, proponents will still need durable offtake arrangements and financing structures that account for construction and commodity-price risk.

Food and agricultural resilience

Food security engages a different investment and regulatory framework. The Sustainable Canadian Agricultural Partnership supports capacity, competitiveness, climate resilience, market development, trade and innovation. Projects involving food production, processing, storage, or controlled-environment agriculture may face land-use, environmental, food-safety, labour, transportation and cold-chain constraints.

In that context, BLG’s When regulators shake hands: The CFIA-China food safety MOU illustrates how regulatory cooperation and food-safety requirements can affect agricultural market access. Funding eligibility should therefore be assessed alongside the approvals, trade requirements, and infrastructure needed to operate at scale.

BLG’s Canada Investment Leadership Forum

On Sept. 15, 2026, BLG will host the Canada Investment Leadership Forum in Toronto, in partnership with the Ontario Vehicle Innovation Network and PwC Canada.

This private forum builds on the Government of Canada's Summit, focusing on how investment in Canada's priority sectors can move from policy ambition to executable projects.

The program will address opportunities across defence, automotive, advanced manufacturing, energy, critical minerals, and AI, with practical discussion of financing, investment risk, sovereign capability, and shovel-ready programs.

Review the agenda and current speaker lineup on the Canada Investment Leadership Forum event page.

This event features a curated guest list and capacity is strictly limited. Senior leaders and executives may express interest in attending the forum.

How BLG can help

BLG advises businesses, governments, and investors on major projects, project finance, tax incentives, defence procurement, Indigenous partnerships, trade and supply-chain matters, and institutional co-investment structures. Drawing on the sector-specific analysis referenced throughout this bulletin, we help clients assess project alignment with government priorities, map overlapping approvals, structure financing and partnerships, and advise on regulatory, tax, procurement, and delivery risk.

To discuss how the Summit may affect your organization or project, please contact any of the key contacts listed below.

Prompt payment in British Columbia construction: Deadlines, disputes and adjudication

Tue, 25 Aug 2026 00:00:00 Z

Prompt payment is coming to British Columbia construction projects

On Nov. 27, 2025, the Construction Prompt Payment Act (the Prompt Payment Act, or CPPA) received Royal Assent. When it comes into force, the Prompt Payment Act will introduce a province-wide prompt payment system and bring several updates to the Builders Lien Act. The Prompt Payment Act, alosng with the related amendments to the Builders Lien Act and the Strata Property Act, will come into force on a date set by regulation.

The Prompt Payment Act is aimed at improving cash flow on construction projects. It will introduce mandatory payment deadlines, strict notice requirements, and a fast adjudication process to resolve construction payment disputes. Owners must pay within 28 days of a proper invoice, contractors must pay subcontractors within seven days, and payment disputes can be adjudicated quickly outside the courts. Contracts entered into on or after the Prompt Payment Act’s effective date must comply with its provisions.

It is anticipated that the regulations will offer additional guidance on the transition, as seen in other prompt payment jurisdictions.

How prompt payment works in British Columbia construction projects

1. Prompt payment deadlines for owners, contractors and subcontractors

Payments move downward through the contractual chain. Generally speaking, the owner pays the contractor, the contractor pays its subcontractors, and these subcontractors then pay their own sub‑subcontractors and suppliers, and so forth.

A single payment dispute or delay in making payment often disrupts or halts cash flow, causes work stoppages, and creates financial pressure on all parties in the contractual chain. Because of this, the Prompt Payment Act establishes firm payment timelines that owners, contractors, and subcontractors must follow.

Under the Prompt Payment Act, owners must pay contractors within 28 days of receiving a “proper invoice.” Contractors and subcontractors must pay their respective sub- and sub-subcontractors within seven days of receipt of payment, or within the time frame determined by their position in the chain of contracts (based on increments of seven days). If the contractor instead receives only partial payment from the owner, it must rateably pay its subcontractors within seven days, based on the amounts the owner actually paid for their work or materials.

2. What is a “proper invoice” under British Columbia’s Prompt Payment Act?

The Prompt Payment Act sets out the minimum requirements of a “proper invoice” as follows:

There must be a written bill or other request for payment for the work done or materials furnished in respect of an improvement under a contract.
That bill or request must be given to an owner at least every month unless the contract provides for a different period or provides for a proper invoice to be given on a milestone or other basis.
The bill or request must include:
- the contractor’s name and business address;
- the date of issuance and the relevant period, milestone or other basis for which payment is sought;
- information identifying the authority, whether in the contract or otherwise, under which the work was done or materials were furnished;
- a description of the work done or materials furnished, including quantity if appropriate;
- the amount requested for payment and the corresponding payment terms broken down for the work done or materials furnished;
- the name, title and contact information of the person to whom payment is to be sent;
- any other requirements as specified in the contract; and
- any other information that may be prescribed by the regulations.

3. Notices of non‑payment in British Columbia construction disputes

If an owner disputes any amount in a contractor’s invoice, the owner must issue a notice of non‑payment within 14 days of receiving the proper invoice. However, if the owner’s position is that the invoice is not a “proper invoice,” the owner must deliver the notice within seven days of receipt. After this seven-day period expires, the invoice is deemed to be a proper invoice.

The notice of non-payment must specify the amount of non-payment, the reason for non-payment, and anything else that may be prescribed by regulation.

If a contractor disputes any portion of a subcontractor’s invoice or receives a notice of non‑payment from the owner, the contractor must issue its own notice of non‑payment to the subcontractor. This notice must be delivered no later than the earlier of seven days after receiving the owner’s notice of non‑payment, or the deadline tied to the subcontractor’s position in the contractual chain.

While the contractor may withhold payment from a subcontractor based on the owner’s notice of non-payment, the contractor must provide the subcontractor with a copy of the owner’s notice and undertake to refer the matter to adjudication.

Construction payment disputes that can be adjudicated under the Prompt Payment Act

Adjudication is a streamlined dispute resolution process that takes place outside the court system. The introduction of adjudication alongside the prompt payment regime is intended to give contracting parties a fast, construction‑focused mechanism for resolving payment disputes. The Prompt Payment Act sets out the types of disputes that may be referred to adjudication. These include, among other things:

whether a payment is required under a contract, including disputes relating to change orders, whether approved or not;
a failure to make payment in whole or in part;
the valuation of services or materials supplied to the project;
whether a proper invoice has been delivered in accordance with the Prompt Payment Act;
issues relating to notices of non‑payment;
any matters prescribed by regulation; and
any other matters the parties agree to submit to adjudication.

Parties may choose to terminate an adjudication after the notice of adjudication has been issued but before the adjudicator releases a determination. In addition, the adjudicator may resign or may be terminated in accordance with the procedures set out in the regulations.

1. How to start an adjudication for a construction payment dispute

A party may begin adjudication by delivering a notice of adjudication to the other party. Adjudication becomes mandatory once a party issues a notice of adjudication.

The notice of adjudication must be delivered within 90 days of specific triggering events, failing which adjudication cannot proceed. For disputes relating to the head contract, the notice must be delivered within 90 days after the head contract is completed, abandoned, or terminated. For disputes relating to a subcontract, the notice must be delivered within 90 days of the earliest of:

the date the head contract was completed, abandoned, or terminated;
the date the subcontract was certified as complete; or
the date the subcontractor last supplied services or materials to the improvement under that subcontract.

As noted above, if a contractor issues a notice of non‑payment to a subcontractor based on the owner’s non‑payment, the contractor must also commit to commencing adjudication against the owner within 21 days after giving that notice of non‑payment.

2. Who can be an adjudicator?

An adjudication authority will be established by regulation. An adjudicator must be registered as such by the authority, and will be appointed to hear a dispute either by consent or by the authority. However, the parties will not be permitted to contract in advance to name a specific adjudicator in the event of an adjudication.

The adjudicator, once appointed, may conduct the adjudication in any manner considered appropriate by the adjudicator under the circumstances and has been granted several powers for this purpose, including, but not limited to:

issuing directions regarding the conduct of the adjudication;
drawing inferences from the parties’ conduct;
obtaining the assistance of an expert; and
conducting on-site inspections.

An adjudicator’s decision will be binding on the parties unless:

a court order is made;
a party applies for judicial review;
the parties agree in writing to resolve the dispute; or
the parties enter into a written agreement to appoint an arbitrator.

The adjudicator’s written decision must be issued within 30 days of receiving certain records prescribed by the Prompt Payment Act, or as otherwise agreed by the parties and the adjudicator.

Changes to the British Columbia Builders Lien Act affecting construction payments

The Prompt Payment Act is bringing a number of amendments to the Builders Lien Act.

The holdback period will be shortened from 55 days to 46 days. This change would also apply to the holdback on condominium purchases under the Strata Property Act. The CPPA does not bring any changes to the lien period.

The Prompt Payment Act makes it explicit that “a person does not have a lien under this Act against a required holdback.” While the holdback will still secure payment of lien claims filed by parties engaged by or under the person retaining that holdback, these amendments eliminate the standalone lien against the holdback that had previously been recognized in British Columbia under the Shimco Metal Erectors Ltd. v. Design Steel Constructors Ltd. decision.

Further, demolition work is now expressly included in the definition of an “improvement” in section 1(1) of the Builders Lien Act.

What issues remain unsolved?

What do we not know yet? An obvious, outstanding question is: when will the Prompt Payment Act come into force? That said, several other important questions remain unanswered.

Will the Prompt Payment Act apply to architects and engineers?

Based on the Prompt Payment Act’s definition of a “contractor” as a person who supplies services or materials for an improvement, it appears that professional service providers, such as architects and engineers, as well as materials suppliers will fall within the scope of the prompt payment regime.

These groups would therefore be required to follow the Prompt Payment Act’s payment timelines unless they are specifically exempt by regulation. However, at this stage, no such exemptions have been announced.

What will the adjudication body look like?

While the regulations will provide the structure of British Columbia’s adjudication body, we can look to other provinces for guidance. Across Canada, jurisdictions with prompt payment and adjudication regimes have designated Authorized or Recognized Nominating Authorities to oversee their systems, maintain adjudicator rosters, and administer adjudications. Examples include:

Ontario: Ontario Dispute Adjudication for Construction Contracts (ODACC) is the Authorized Nominating Authority under the Construction Act.
Alberta: ARCANA is a partnership between the Alternative Dispute Institute of Alberta (ADRIA), Alternative Dispute Resolution Institutes of Canada (ADRIC), and Royal Institute of Chartered Surveyors (RICS) in partnership as the ADR Institute / RICS Construction Adjudication Nominating Authority (Alberta).
Saskatchewan: The Construction Dispute Resolution Office (SCDRO) is appointed by the Government of Saskatchewan to serve as the Adjudication Authority for Saskatchewan’s construction industry under the Builders’ Lien Act.

Will the new legislation prohibit the use of a contractual paid when paid clause?

Section 47(2) of the Prompt Payment Act states that “a provision in a contract that provides that this Act is not to apply, or that the remedies provided by this Act are not to be available for a person’s benefit, is void.” Given this, the short answer is likely yes. That said, parties may still have some ability to contractually moderate how certain aspects of the new regime apply. The extent of this flexibility will ultimately depend on the regulations and how courts interpret the legislation once in force.

What projects will be exempt from prompt payment?

The Prompt Payment Act provides that it will not apply to certain “prescribed” projects, but those exemptions will be set out in the regulations. At this stage, it remains unclear which types of projects will be excluded from the prompt payment regime in British Columbia. However, other jurisdictions offer some guidance.

For example, several provinces have carved out largescale or “mega‑projects” by exempting projects that exceed a defined capital expenditure threshold. Whether British Columbia will adopt similar exemptions has not yet been announced.

What does this mean for British Columbia construction projects?

With strict prompt payment deadlines and mandatory adjudication, construction payment disputes in British Columbia should move faster than ever. Early preparation is essential. Key steps to prepare for this change should include the following.

Updating all contract documents, including construction contracts, subcontracts, purchase orders, and consulting agreements, to reflect the prompt payment and adjudication requirements.
Revising invoice templates so they meet the Prompt Payment Act’s requirements for a “proper invoice” and contain all mandatory information.
Preparing template notices, including notices of dispute and notices of non‑payment, so they can be issued quickly and within statutory deadlines.
Providing training on the prescribed forms and timelines required by the Prompt Payment Act.
Implementing or updating reminder and tracking systems to monitor the delivery and receipt of proper invoices, along with all corresponding payment and notice deadlines.
Staying aware of invoicing and payment timing up the contractual chain, since key timelines are triggered by the first proper invoice submitted to the owner.
Adjusting internal accounting processes to ensure payments can be reviewed, approved, and issued within the required timeframes.
Maintaining organized, accurate project records to support or defend potential adjudication claims.
Establishing claims or commercial response teams capable of reacting promptly to notices of non‑payment or notices of adjudication.

Strong record keeping and close attention to project activity will be more important than ever under the Prompt Payment Act. Subcontractors in particular will need to stay informed about when the contractor submits a proper invoice to the owner, as many of the Prompt Payment Act’s payment and notice deadlines begin running from that date. Without this visibility, subcontractors risk missing the statutory window to issue a notice of non‑payment, or to make payment further down the chain.

In addition, parties must be prepared to commence or respond to adjudications on very short notice. Given the accelerated timelines and documentary requirements in the adjudication process, maintaining organized, comprehensive, and up-to-date project records will be critical. Good record keeping is no longer simply best practice. It will be essential to protecting a party’s rights and meeting the CPPA’s mandatory timelines.

BLG can assist

Please contact a BLG Construction lawyer with any questions about how the Prompt Payment Act may affect your business. See also our Canada's Prompt Payment Legislation - A national perspective page for more details about prompt payment and adjudication regimes across the country, which includes an interactive map.

Ontario Court of Appeal allows social media defamation claim to proceed and awards costs against anti-SLAPP applicant

Tue, 25 Aug 2026 00:00:00 Z

Development projects often attract vigorous public debate, particularly in smaller communities where land use decisions can become intensely contested. However, Solmar Inc. v. Hall, 2026 ONCA 367 is a reminder that even heated social media debate has limits.

The Court of Appeal for Ontario upheld the dismissal of an anti-SLAPP motion brought by a Facebook user who accused a developer of corrupt business practices and suggested municipal officials may have received improper benefits. Although the posts related to a matter of public interest, the Court of Appeal held that the defamation action could proceed and confirmed that an unsuccessful anti-SLAPP applicant may face an adverse costs award where the impugned expression may have been motivated by malice.

The decision provides important guidance on social media defamation claims, anti-SLAPP motions, and the limits of online criticism where allegations of corruption and misconduct are advanced.

Understanding anti-SLAPP legislation and motions: What you need to know

Anti-SLAPP legislation exists to protect expression on matters of public interest, and to address the concern that the cost and burden of litigation may discourage participation in public debate.
The Supreme Court of Canada has recognized that strategic lawsuits against public participation (SLAPPs) are tactical proceedings brought to suppress expression on issues of public interest.¹
To address this, some provinces (including British Columbia and Ontario) have enacted anti-SLAPP legislation, thereby creating a pre-trial mechanism to screen proceedings arising from expression on matters of public interest and “weed out” SLAPPs.²
In British Columbia and Ontario, a defendant to an alleged SLAPP may apply to the court to have the lawsuit summarily dismissed if the defendant can satisfy the judge that it arises from an expression made by the defendant that relates to a matter of public interest.
In order to defeat an anti-SLAPP motion, the plaintiff to the action must satisfy the judge that there are grounds to believe that: (1) the proceeding has substantial merit; (2) the defendant has no valid defence in the proceeding; and (3) the harm suffered by the plaintiff as a result of the expression is sufficiently serious that the public interest in allowing the proceeding to continue outweighs the public interest in protecting the expression.
If an anti-SLAPP motion is successful, the default rule is for the defendant to receive its costs on a full indemnity basis. A plaintiff who successfully defends against an anti-SLAPP motion is not presumptively entitled to costs. In both instances, the motion judge retains discretion to make a different costs award.
Anti-SLAPP legislation does not provide blanket immunity for defamatory statements. Rather, it requires courts to balance the public interest in protecting freedom of expression against the public interest in permitting potentially meritorious claims, including claims seeking to vindicate reputation, to proceed.

Background of the dispute

The plaintiffs were a real estate developer, Benny Marotta, and Solmar Inc. (Solmar), who were involved in a controversial proposal to build a luxury hotel in Niagara-on-the-Lake, Ontario, a town of approximately 19,000 residents. The proposal was approved by municipal council in a close 5-4 vote.

The next day, Stewart Hall, a retiree who lived in Niagara-on-the-Lake, posted in a local Facebook group with approximately 3,100 members, accusing Mr. Marotta (and Solmar) of “corrupt and aggressive” business tactics, and questioning whether town staff or councillors who supported the project had received undisclosed cash or gifts.

In a follow-up comment, he wrote that everything in his post was “in the public record with some opinions thrown in,” while also stating that he had “no proof” that anyone other than one councillor had been offered cash.

Mr. Marotta and Solmar sued for defamation. Mr. Hall brought an anti-SLAPP motion under s. 137.1 of Ontario’s Courts of Justice Act, relying on the defence of fair comment. The motion judge dismissed the anti-SLAPP motion and allowed the claim to proceed (Solmar Inc. v. Hall, 2025 ONSC 1703), and ordered Mr. Hall to pay the plaintiffs’ costs on a substantial indemnity basis in the amount of $89,000 (Solmar Inc. v. Hall, 2025 ONSC 2578).

In dismissing the anti-SLAPP motion, the motion judge concluded that although the expression concerned a matter of public interest, there were grounds to believe that the proceeding had substantial merit and that Mr. Hall had no valid defence. In finding that there were no grounds to believe that Mr. Hall had a valid defence of fair comment, the motion judge concluded that Mr. Hall had acted with malice by showing a reckless disregard for the truth, an ulterior motive, and a desire to harm the plaintiffs by undermining the development approval.

Ultimately, the motion judge found that the weighing of harms to each of the parties favoured allowing the lawsuit to proceed, and dismissed Mr. Hall’s motion.

Mr. Hall appealed the dismissal of his anti-SLAPP motion and the costs award. The Court of Appeal dismissed the appeal and upheld the order permitting the defamation action to continue, although it reduced the costs award.

Analysis

Interpreting the meaning of the expression in social media posts

The Court of Appeal’s reasons are notable for their treatment of social media expression. Mr. Hall argued that, in assessing the meaning of the expression, the motion judge failed to account for the conversational nature of Facebook, which he claimed is a place for casual exchanges where expression is not always measured or precise.

The Court of Appeal rejected that argument. It found that the motion judge had correctly avoided parsing the posts “phrase by phrase,” had considered the social media setting throughout his analysis, and had appropriately recognized that rhetorical questions may reasonably be understood as veiled accusations. There was no basis to interfere with the motion judge’s assessment of the meaning of the expression.

Social media and the fair comment defence

The Court of Appeal also revisited the analysis of the fair comment defence. Although it held that the motion judge erred by assessing the “fairness” of Mr. Hall’s statements rather than asking whether they could honestly be held on the proved facts, the error did not affect the outcome.

Considering the issue afresh, the Court of Appeal concluded that there were grounds to believe the defence would fail because a reasonable trier could regard the allegations of corruption and bribery as assertions of fact, namely that Mr. Marotta and Solmar had engaged in actual corruption and bribery, rather than merely expressing an opinion. The Court of Appeal noted that the posts referred to gifts of cash, “perks,” and “corrupt” conduct, and that Mr. Hall represented that his allegations were grounded in matters of public record.

In that context, a reasonable reader could understand the posts as conveying factual allegations of misconduct. Since the fair comment defence protects opinions, not disguised assertions of fact, there were grounds to believe the defence would not succeed. As the Court of Appeal observed, allegations of criminal conduct may, depending on the context, fall outside the protection of fair comment.

The malice analysis is also noteworthy. The Court of Appeal upheld the motion judge’s conclusion that there were grounds to believe that Mr. Hall had acted with malice. While the Court of Appeal did not endorse every aspect of the motion judge’s reasoning, it agreed that the record supported findings of recklessness and a desire to injure the plaintiffs.

In particular, the allegations of bribery were not supported by the source materials on which Mr. Hall purported to rely, and the content and timing of the posts supported an inference that they were intended to harm Mr. Marotta’s reputation rather than advance public debate.

Serious harm and anti-SLAPP applications

The Court of Appeal’s decision also provides useful guidance on the serious harm requirement of the test for dismissal.

Plaintiffs need not prove actual economic loss at the anti-SLAPP stage. Rather, the question is whether the record permits an inference of likely serious harm. On the facts, the Court of Appeal upheld the motion judge’s inference that the posts could affect Mr. Marotta and Solmar’s reputation and future dealings with municipal decision-makers, particularly in a small community where the development proposal remained subject to future approvals and public scrutiny.

Costs consequences for unsuccessful anti-SLAPP applicants

The costs ruling is a commercially significant part of the decision. At s. 137.1(8), Ontario’s anti-SLAPP legislation presumes that a successful plaintiff respondent is not entitled to costs unless the judge determines that an award is appropriate in the circumstances. The motion judge exercised his discretion and awarded $89,000 in substantial indemnity costs.

The Court of Appeal held that the findings supporting malice were sufficient to rebut the no-costs presumption, but reduced the award to $40,000 on a partial indemnity basis because substantial indemnity costs require reprehensible, scandalous, or outrageous conduct, and the motion judge had not justified that higher scale. The Court of Appeal also ordered Mr. Hall to pay $12,500 in appeal costs.

The costs point has significance beyond Ontario. British Columbia’s Protection of Public Participation Act contains a similar asymmetrical costs regime: a successful applicant is presumptively entitled to full indemnity costs where the proceeding is dismissed, while a successful respondent is not entitled to costs unless the court considers such an award appropriate in the circumstances. The result in Solmar Inc. v. Hall is therefore a useful reminder for litigants in both Ontario and British Columbia that anti-SLAPP costs rules are designed to discourage abusive litigation, but they do not give unsuccessful moving parties a free pass where the impugned expression may have been motivated by malice, for example, on the basis of recklessness or a desire to harm.

Key takeaways

Solmar Inc. v. Hall confirms that public criticism and debate on development projects, corporate conduct, and municipal approvals remain protected by anti-SLAPP legislation, but where expression moves beyond criticism of the merits (for example, of a project) and into serious, unsupported allegations of corruption, bribery, or other criminal misconduct, a defamation claim may be permitted to proceed.
Courts will assess social media posts from the perspective of a reasonable reader. Rhetorical questions and social media informality will not necessarily shield a speaker from a defamation claim if the overall message would reasonably be understood as veiled accusations designed to lower the plaintiff’s reputation in the eyes of the reasonable reader.
Depending on the context, allegations of criminality may be viewed as allegations of fact, rather than protected comment.
A plaintiff opposing an anti-SLAPP motion need not prove actual economic loss. Evidence supporting an inference of likely serious reputational or business harm may be sufficient to satisfy the public-interest balancing analysis.
For defendants considering an anti-SLAPP motion, Solmar Inc. v. Hall underscores that unsuccessful applicants face real costs exposure. Although successful respondents are not presumptively entitled to costs, courts may depart from that presumption where there are grounds to believe the impugned expression was malicious, reckless, or motivated by an improper desire to injure the plaintiff.

BLG can assist

If you have questions about business defamation claims or anti-SLAPP applications, please reach out to any of the key contacts below.

The ETF next door? CIRO and CSA set expectations for foreign ETFs

Tue, 25 Aug 2026 00:00:00 Z

On July 29, 2026, the Canadian Investment Regulatory Organization (CIRO) and the Canadian Securities Administrators (CSA) published joint Staff Notice 81-339 – Industry Practices Relating to Foreign-Listed Exchange-Traded Funds (the Foreign ETF Notice).

The Foreign ETF Notice addresses three key areas:

the circumstances in which marketing activity for a foreign ETF may trigger Canadian prospectus and investment fund manager (IFM) registration requirements;
the application of the Know Your Product (KYP), Know Your Client (KYC) and suitability obligations to dealers and dealing representatives when recommending the purchase of foreign ETFs to a client or purchasing foreign ETFs on behalf of a client; and
a recommendation for order-execution-only (OEO) dealers to provide certain enhanced pre-sale disclosure to investors considering the purchase of a foreign ETF.

The regulators expressly acknowledge that the guidance provided in the Foreign ETF Notice is based on existing securities law requirements; it does not modify existing regulatory obligations or create new ones. However, the guidance sets expectations for how existing requirements apply in respect of foreign ETFs and encourages certain new practices.

In some cases, it also raises novel questions about how to interpret CIRO and CSA staff expectations, particularly where those expectations seem to differ from current market practice.

Prospectus requirement & IFM registration assessment

The Foreign ETF Notice is a reminder that a foreign ETF does not require a receipted prospectus in Canada merely because Canadian investors purchase its securities on a foreign exchange. Rather, the prospectus requirement is engaged where the relevant activity amounts to a “distribution” of securities in Canada. The guidance warns that “active steps” to market or promote the sale of a foreign ETF to retail investors in Canada may be an act in furtherance of a sale and, therefore, a distribution that requires a prospectus, absent an exemption.

The Foreign ETF Notice provides examples of activities that constitute “active steps” to market or promote and specifically calls out wholesaling, described as actively soliciting dealers to offer or recommend a particular foreign ETF to their clients. The Foreign ETF Notice also mentions advertisements on social media or digital channels that are targeted at Canadian investors, which raises the question of how the regulators will assess whether a social media campaign is “targeting” Canadians.

Managers of foreign ETFs that have enjoyed a healthy flow of Canadian investors should consider how to document that their marketing campaigns do not intend to target Canadians. These managers should also consider other actions taken by any person or entity on behalf of the foreign ETF to encourage purchases by Canadian investors, such as proactive, targeted actions or communications that are initiated for the purpose of soliciting investment.

Foreign ETF managers are also reminded of the requirement to register as an IFM in Ontario, Québec and Newfoundland and Labrador if they direct or manage the business, operations or affairs of an investment fund in those jurisdictions, and distribute securities to residents in those jurisdictions. The marketing of a foreign ETF in those jurisdictions could trigger the requirement to register as an IFM.

The Foreign ETF Notice states that, absent an exemption in such jurisdictions, unregistered foreign ETF managers would generally not be permitted to market their foreign ETFs in those jurisdictions. Left unanswered is the question of the circumstances in which a foreign ETF manager with securityholders resident in Ontario, Québec and Newfoundland and Labrador can rely on an IFM registration exemption in such jurisdictions.

The guidance is of particular note for organizations offering both Canadian and foreign ETFs. In particular, these organizations will need to be careful about how internal wholesalers respond to dealer inquiries relating to foreign ETFs, and should continue to consider whether additional guardrails are needed to avoid crossing into “active” marketing of foreign ETFs in Canada.

Distribution considerations

Know Your Product (KYP)

The Foreign ETF Notice introduces additional layers of compliance scrutiny in the distribution of a foreign ETF that may increase the compliance burden on dealers that offer foreign ETFs.

In what the regulators characterize as “product due diligence obligations,” dealers must not make a foreign ETF available to clients unless the firm has taken reasonable steps to assess the relevant aspects of the foreign ETF, including assessing a foreign ETF’s structure, features, risks and initial and ongoing costs, as well as the impact of those costs; approving the distribution of the foreign ETF on its “shelf”; and monitoring for significant changes in the foreign ETF.

CIRO and CSA staff continue to apply the principle of proportionality to the KYP requirements, and acknowledge that the depth of the KYP review may vary based on the complexity and risks of both the securities offered and the dealer’s business model. In the context of foreign ETFs, CIRO and CSA Staff’s view is that a KYP assessment may include consideration of the following:

disclosure available to investors;
general tax considerations applicable to such investments;
key currency exposure, including conversion cost implications;
whether the foreign ETF manager is registered as an IFM in the applicable jurisdiction of Canada and, if not, the implications to the Canadian investor of not having certain investor protections that apply to registered IFMs; and
implications to investors of not having certain investor protections that apply when an investment fund is distributed under a prospectus filed in Canada.

Dealers will need to assess how to document their KYP review of foreign ETFs, including the level of diligence applied to foreign ETFs and any limits on the availability or comparability of disclosure. It remains unclear to what extent a dealer is expected to evaluate differences between the disclosure available for, and legal protections applicable to, foreign ETFs versus Canadian ETFs, and what actions, if any, should result from that analysis.

Additionally, the Foreign ETF Notice does not resolve the differences in availability and comparability of certain expense data points between Canadian and foreign ETFs.

Know Your Client (KYC)

Dealers and their representatives are required to obtain sufficient information about a client’s investment knowledge, including the client’s understanding of different types of investments. The Foreign ETF Notice encourages dealing representatives, before recommending or purchasing a foreign ETF for a client, to consider whether the client understands the key differences between Canadian and foreign ETFs, including the relative risks and limitations of foreign ETFs compared to Canadian ETFs.

The Notice does not clarify whether the comparison of key differences between Canadian and foreign ETFs is intended to be conducted at a general level, based on jurisdictional differences, or at a more granular product-by-product level, which may require consideration of the particular features, risks, costs, tax considerations and disclosure of the specific foreign ETF.

Suitability

The Foreign ETF Notice provides that dealers may only recommend foreign ETFs after determining whether the action puts the client’s interest first and is suitable for the client based on:

the client’s KYC information;
the dealer’s understanding of the foreign ETF;
the impact on the client’s account of investing in a foreign ETF (including concentration and liquidity impacts);
the potential and actual impact of costs on the client’s return on investment; and
having considered a reasonable range of alternative actions available at the time of assessing suitability, including other products such as Canadian ETFs that offer similar exposure.

The suitability-assessment-related guidance applies to portfolio managers and their advising representatives when purchasing a foreign ETF for a client on a discretionary basis. The expectation to consider a reasonable range of alternatives, including similar Canadian ETFs, again raises questions around the level of comparative analysis required before recommending a foreign ETF.

OEO dealer disclosure

As OEO dealers do not make a suitability determination prior to the sale of a foreign ETF, the Foreign ETF Notice “encourages” OEO dealers to provide an alert or notification at one or more “critical interaction points” prior to an investor’s purchase of a foreign ETF to inform investors of the following:

the ETF they are seeking to purchase is a foreign ETF; and
the key differences between foreign ETFs and Canadian ETFs, which may include that each are subject to different regulatory requirements (which may result in different investor protections), there could be different tax considerations and, for accounts that do not hold the relevant currency in which the foreign ETF is denominated, there could be currency conversion costs that apply.

Key takeaways

Foreign ETF managers, as well as dealers that offer foreign ETFs, should consider reviewing the following:

Manager marketing and wholesaling practices for foreign ETFs to determine whether these activities amount to “active” marketing, and assess the related registration and prospectus implications.
The adequacy of dealer KYP processes relating to the approval and ongoing monitoring of foreign ETFs.
Dealer suitability and KYC procedures for foreign ETFs, including how representatives determine and evidence a client’s understanding of the key differences between Canadian and foreign ETFs.
The feasibility of a client alert or notification containing the recommended disclosure for OEO dealers that offer foreign ETFs.

Canada’s foreign influence registry is now in effect: Here’s what you need to know

Thu, 20 Aug 2026 00:00:00 Z

On Aug. 4, 2026, the Foreign Influence Transparency and Accountability Act, S.C. 2024, c. 16, s. 113 (FITAA), and Foreign Influence Transparency and Accountability Regulations, SOR/2026-152, came into force.

What you need to know:

FITAA establishes a registration regime intended to increase transparency concerning foreign interference and influence in Canada.
Individuals and organizations must register certain arrangements with foreign principals involving activities intended to influence political or governmental processes in Canada.
The new Foreign Influence Transparency Commissioner (the Commissioner) will maintain a public registry of registered arrangements and report annually to the Minister of Public Safety and Emergency Preparedness for tabling before Parliament.
Anton Boegman, formerly British Columbia’s Chief Electoral Officer, is the first Commissioner.

What types of arrangements must be registered?

FITAA’s central obligation requires an individual or organization to register an “arrangement,” meaning an undertaking to carry out specified activities in relation to a political or governmental process in Canada under the direction of or in association with a foreign principal.

FITAA defines foreign principal broadly. The term includes:

Foreign states and political subdivisions, groups of foreign states, and entities legally or de facto controlled or substantially owned by a foreign state or group of foreign states
Foreign governments, entities exercising or purporting to exercise governmental powers over a foreign territory, and political factions seeking to assume the role of government of a foreign state
Groups and associations of such foreign governments, including where a terrorist group is involved
Anyone acting under the direction of, for the benefit of, or in association with such a government

The undertaking must involve one or more of the following activities in relation to a political or governmental process:

Communicating with a public office holder
Communicating or disseminating information related to the political or governmental process, including through social media
Distributing money or other items of value
Providing a service
Providing the use of a facility

A public office holder is broadly defined to include:

Representatives of federal, provincial, territorial and municipal governments and their staff
Officers and employees of federal, provincial, territorial and municipal governments and public bodies, including departments, agencies, Crown corporations, commissions, boards and tribunals, as well as school board trustees, officers and employees
Members and employees of a band council or aboriginal government

A political or governmental process may be federal, provincial, territorial, municipal or Indigenous. It includes:

A legislative proceeding
Developing a legislative proposal, amendment, policy or program
A decision by a public office holder or government body, including a decision to award a contract
An election or referendum
Nominating a candidate or developing an electoral platform by a political party

What arrangements are excluded?

Arrangements in which a federal, provincial, territorial or municipal government in Canada is a party are exempt from registration.

Court and arbitral proceedings are also excluded. Federal, provincial and territorial judges are expressly excluded from the definition of “public office holder.” Judicial processes before a court and private litigation proceedings are also not considered “political or governmental process” as discussed in the Commissioner’s Interpretation Bulletin: Application to Licensed Legal Professionals and the Federation of Law Societies of Canada’s Notice to the Legal Professions. Providing privileged legal advice is also not considered an influence activity.

However, legal professionals are still subject to FITAA. The Commissioner notes that legal professionals may be required to register arrangements involving activities such as:

Representing a foreign principal in an engagement with a public office holder to secure financial support for a project.
Responding on behalf of a foreign principal to a request for proposals or another regulatory, legislative or governmental matter.
Meeting with a public office holder on behalf of a foreign principal to influence the development of a program, policy or regulation.
Conducting an advocacy campaign on behalf of a foreign principal.

Representing a foreign principal in an administrative proceeding before a Canadian board, commission or tribunal is not exempted from registration under FITAA or the Interpretive Bulletin.

What information must be provided?

The regulations prescribe the information that must be provided, including:

Identifying information about the individuals and organizations carrying out the activities in Canada
Identifying information about the foreign principal
Detailed information about the activities to be carried out

Providing false or misleading information to the Commissioner is specifically prohibited.

FITAA also does not displace other reporting obligations under the Lobbying Act.

When is registration required?

An arrangement must be registered within 14 days after it is entered into. Any change to the registered information must be reported within 14 days after the change occurs.

How is FITAA enforced?

The Commissioner may investigate potential violations of FITAA obligations and has the power to compel testimony and production of documents. Obstructing the Commissioner is an offence.

A violation may be addressed through an administrative monetary penalty (AMP) or prosecuted as an offence, but not both.

Under the AMP scheme, if the Commissioner has reasonable grounds to believe that a person has committed a violation, the Commissioner may issue a notice of violation setting out a proposed penalty. The recipient may pay the penalty or make representations to the Commissioner. If the recipient makes representations, the Commissioner will determine whether the violation occurred and, if so, whether to impose the proposed penalty. A decision finding a violation must be made public and is subject to judicial review in the Federal Court.

AMPs under FITAA range from $250 to $1 million.

If a violation is prosecuted as an offence, the potential penalties include a fine of up to $5 million, imprisonment for up to five years, or both. A due diligence defence is available.

BLG can assist

For more information about FITAA, its registration requirements or responding to a notice of violation, please contact one of the authors or a member of BLG’s White Collar Criminal Defence and Corporate Investigations team.

Canadian Securities Administrators propose new amendments to the listed issuer financing exemption (LIFE)

Wed, 19 Aug 2026 00:00:00 Z

The CSA have published for comment certain proposed amendments (the Proposed Amendments) to National Instrument 45-106 Prospectus Exemptions (NI 45-106) that would, among other things, codify increased financing limits, revise the dilution calculations, expand issuer eligibility and streamline certain conditions and disclosure requirements under the listed issuer financing exemption in Part 5A of NI 45-106 (the LIFE Exemption).

Many of the Proposed Amendments, including the increased financing limits and revised methodology for calculating dilution, are already currently found in a temporary blanket order related to the LIFE Exemption that would expire on the date the Proposed Amendments come into force.

What you need to know

The Proposed Amendments would codify key elements of Coordinated Blanket Order 45-935 Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the Blanket Order), including the higher financing limits, the revised 50 per cent dilution calculation and certain related investor protection conditions.
Consistent with the Blanket Order, issuers would be able to raise the greater of $25 million and 20 per cent of aggregate market value, to a maximum of $50 million, in any 12-month period.
The CSA proposes to replace the current 12-month sufficiency of funds requirement with a requirement that the issuer reasonably expect to have available funds to meet its short-term liquidity requirements.
The Proposed Amendments would also allow (i) certain successor issuers (including resulting issuers from RTOs) to use the LIFE Exemption, (ii) simplify the certificate requirement, (iii) permit the offering price to be omitted in certain marketed offerings and (iv) extend the time to close an offering from 45 days to 60 days.
The CSA is accepting comments on the Proposed Amendments until Oct. 21, 2026.

Background: How the LIFE exemption came to be

The LIFE Exemption was introduced in November 2022 to provide listed reporting issuers with a more efficient capital-raising option where they have securities listed on a recognized exchange and have filed all required timely and periodic disclosure documents.

In May 2025, the CSA adopted Coordinated Blanket Order 45-935 (the Blanket Order) to provide substantially harmonized relief from certain conditions of the exemption, including increased financing limits and a revised approach to the 50 per cent dilution limit.

The Blanket Order materially increased use of the LIFE Exemption. Before the Blanket Order, from Nov. 22, 2022, to May 15, 2025, 280 issuers raised $1.1 billion, with an average raise of $3.9 million. After the Blanket Order, from May 15, 2025, to May 15, 2026, 349 issuers raised $3.7 billion, with an average raise of $10.6 million and 40 issuers raising over $25 million.

Key proposed amendments

The Proposed Amendments would codify the following key features of the Blanket Order into NI 45-106:

Higher financing limits. Issuers could raise the greater of $25 million and 20 per cent of aggregate market value, to a maximum of $50 million, in any 12-month period.
Revised dilution calculation. The 50 per cent dilution limit would be calculated using the date of the news release announcing the offering, if the issuer has not closed a prior LIFE offering in the previous 12 months, or the date of the news release announcing the first LIFE offering in that 12-month period.
Treatment of warrants. Securities issuable on exercise of warrants would be excluded from the dilution calculation if the warrants are not convertible within 60 days after closing.
Change of control protections. A distribution under the LIFE Exemption could not result in a new control person or a person acquiring voting control sufficient to elect a majority of the issuer’s directors.

Other proposed changes

The CSA is also proposing several amendments intended to make the LIFE Exemption more flexible and easier to use:

Sufficiency of funds. The current requirement to have funds to meet business objectives and liquidity requirements for 12 months would be replaced with a short-term liquidity requirement. For issuers without revenue from ordinary activities, the CSA guidance indicates that this generally means having funds to reach the next significant milestone. For revenue-generating issuers, this generally means having funds to continue short-term operations, which the CSA generally considers to be 12 months.
Marketed offerings. Issuers would be permitted to omit the offering price from the offering document if prescribed conditions are met, including filing an amended offering document with the omitted information by the earlier of the purchaser’s agreement to purchase and the second business day after the offering price is determined. However, as currently proposed, the amendments contemplate that an issuer would be required to disclose the expected price range in the news release announcing the offering, which may greatly negate the usefulness and intended flexibility that this amendment is seeking to achieve for marketed offerings.
Successor issuers. Certain successor issuers, as defined in National Instrument 44-101 Short Form Prospectus Distributions, including resulting issuers from reverse take-over transactions (RTOs), would be permitted to rely on the LIFE Exemption where they acquired substantially all of their business from an entity that was a reporting issuer in Canada for the 12 months immediately before the acquisition.
Financial condition disclosure. Additional disclosure would be required if the issuer’s most recently filed financial statements include disclosure of material uncertainties about going concern, or if there has been a decline in the issuer’s financial condition since those statements that could result in such disclosure in the next financial statements.
Certificate requirement. The certificate requirement would be simplified by removing the option to insert a lookback date and increasing the lookback period to 18 months.
Time to close. The time to close an offering under the LIFE Exemption would be extended from 45 days to 60 days.

Next steps

The CSA has requested comments on the Proposed Amendments by Oct. 21, 2026. If adopted, the Proposed Amendments would embed the expanded financing framework of the Blanket Order while introducing additional flexibility for reporting issuers seeking to access the public markets.

We note that the CSA is seeking specific feedback on (i) the proposed changes to the sufficiency of funds and whether it should be removed altogether; (ii) whether convertible debentures that are convertible into listed equity securities should be permitted as a security eligible for distribution under the LIFE Exemption; and (iii) whether the dilution limit under the Proposed Amendments is appropriate.

Given that the average amount raised by issuers since the Blanket Order was adopted has only been $10.6 million, it would appear that further amendments to the market cap or dilution calculation limits may be necessary in order for issuers to be able to avail themselves of the much higher financing limits permitted under the exemption.

Overall, the Proposed Amendments represent a further step toward improving the efficiency of Canadian capital markets while ensuring its integrity is maintained but uncertainty remains around what shape the final amendments, if adopted, will take.

The authors would like to thank Carson Easy, summer student, for his contribution in writing this article.

Federal Financial Institutions Legislative and Regulatory Reporter – June 2026

Fri, 14 Aug 2026 00:00:00 Z

The Reporter provides a monthly summary of Canadian federal legislative and regulatory developments of relevance to federally regulated financial institutions. It does not address Canadian provincial financial services legislative and regulatory developments. In addition, purely technical and administrative changes (such as changes to reporting forms) are not covered.

June 2026

Published	Title and Brief Summary	Status (if applicable)
Office of the Superintendent of Financial Institutions (OSFI)
June 25, 2026	Streamlined Approvals Framework for Targeted New Entrants OSFI has launched a streamlined approvals framework for targeted new entrants. It is intended to give eligible new entrants, including entities with innovative or emerging banking models and credit unions, a quicker, clearer, and more predictable path to becoming federally regulated financial institutions. The new framework would move applicants through three phases, from an early readiness assessment to ministerial approval and commencement of operations. Each phase has a defined timeline. A public dashboard will show application status throughout the approval process. OSFI has provided eligibility criteria for targeted new entrants, overviews of the application process and application assessment process, and an application toolkit of required documents, guides and forms.
June 19, 2026	OSFI Lowers Domestic Stability Buffer to 3.0 per cent so Canada's Largest Banks Can Deploy More Capital OSFI has announced that it is lowering the Domestic Stability Buffer (DSB) to 3.0% from 3.5% of total risk-weighted assets. This is the first change in the DSB level since June 2023. In addition, OSFI is lowering the range of the DSB to 0 to 3% from 0 to 4%. OSFI expects all domestic systemically important banks (D-SIBs) to target a Common Equity Tier 1 ratio of at least 11.0% of total risk-weighted assets. In addition, OSFI is lowering the range of the DSB to 0% to 3% from 0% to 4%. OSFI provides additional background information on the decision in a Decision Summary Note.	DSB took effect June 19, 2026.
June 4, 2026	Modernizing How We Collect Data From Institutions OSFI’s Data Collection Modernization initiative, which runs from May 2023 to April 2028, is intended to modernize its regulatory data collection technology platform, and to advance prioritized data initiatives and enhance data quality. Its new platform, called Regulatory Data Hub (RDH), will go live late in the fall of 2026, and will be implemented in phases until spring 2028. As part of its industry engagement initiative, OSFI is launching a Basel Capital Adequacy Reporting (BCAR) Working Group in September 2026; it is soliciting participation from stakeholders in banks and loan and trust companies.	Stakeholders interested in participating in BCAR Working Group should register by August 14, 2026.
Bank of Canada
June 29, 2026	Reminder: PSP Reporting Obligations Under the RPAA The Bank of Canada has issued a communication to remind all payment service providers (PSPs) registered under the Retail Payment Activities Act (RPAA) of their ongoing reporting obligations. Responsibilities are listed under the following headings, with links to relevant policies and guidance: Incident reporting: PSPs must report any incident they become aware of that has a material impact on an end user, a payment service provider or a clearing house of a clearing and settlement system. Significant change or new activity reports: PSPs are required to notify the Bank of any significant change to their operations if the change could reasonably be expected to have a material impact on operational risks or the manner in which end-user funds are safeguarded, or before performing a new retail payment activity. Notification is required at least 5 business days before the change is made. Reporting changes to registration information: PSPs must inform the Bank whenever there is a change, or anticipated change, to certain information the PSP provided during the registration process. Acquisitions of control and prescribed changes: PSPs are required to submit a new application for registration, and become re-registered under that new application, before making certain changes to their organizational structure. Annual reports: PSPs must submit an annual report to the Bank by March 31 of the year following the calendar year being reported on (reporting year).
June 29, 2026	Reporting Changes to Registration Information Under the Retail Payment Activities Act (RPAA) and the Retail Payment Activities Regulations (RPAR), registered payment service providers (PSPs) must inform the Bank when there are changes or anticipated changes to certain information that the PSP provided during the registration process. The timing requirements for informing the Bank of these changes vary depending on the nature of the information. The Bank of Canada has issued an updated supervisory policy explaining how they expect registered PSPs to comply with requirements to provide updated registration information.
June 12, 2026	Bank of Canada to begin publishing Notices of Violation by Payment Service Providers The Bank of Canada has announced that it will soon start publishing Notices of Violation related to Payment Service Providers (PSPs) that are subject to the Retail Payment Activities Act (RPAA) and the associated Retail Payment Activities Regulations. After a PSP has received a Notice of Violation, and once the period for making representations has expired, the notice will be published on the Enforcement decisions section of the Bank’s website. The enforcement decision will provide some details on the nature of the violation, as well as the amount of any administrative monetary penalty. The violation will also be noted on the PSP’s entry on the Bank of Canada’s Registry of PSPs.
Financial Transactions and Reports Analysis Centre of Canada (FINTRAC)
June 23, 2026	FINTRAC Guidance Related to the Ministerial Directive on Financial Transactions Associated With the Islamic Republic of Iran This guidance explains the requirements of the Ministerial Directive on Financial Transactions Associated with the Islamic Republic of Iran. This Ministerial Directive includes requirements that: Enhance existing obligations of the Proceeds of Crime (Money Laundering) and Terrorist Financing Regulations; and Extend the obligations of the Proceeds of Crime (Money Laundering) and Terrorist Financing Regulations. In section 3.3, “Additional measures required,” the following requirement has been added: Assess the client information to determine whether you have property in your possession or control that is owned or controlled by or on behalf of a listed person or entity, for which you are required to make a disclosure to the Royal Canadian Mounted Police or the Canadian Security Intelligence Service, and report a Listed Person or Entity Property Report to FINTRAC. Information about Casino Disbursement Reports, which must be used after December 26, 2026, has been updated, and specific deadlines for reporting virtual currency transactions and casino disbursements have been added to the guidance.	Casino Disbursement Reports must be used after December 26, 2026.
June 22, 2026	Private-to-Private Information Sharing (Updated) This guidance explains the requirements for reporting entities that voluntarily choose to engage in private-to-private information sharing the exchange of personal information without an individual’s knowledge or consent between reporting entities that participate in an approved code of practice) under section 11.01 of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act. The guidance has been updated with the addition of a new section 7, entitled “What FINTRAC Expects from Participants in an Approved Code of Practice.”
Payments Canada
June 22, 2026	PRD-002 -Procedures for foreign currency transfers within Canada This procedure, part of the rules for Lynx, provides that members within Canada shall provide Swift transfer of U.S. funds and foreign currencies to other members within Canada in accordance with the procedures detailed in the following sections if the account of the beneficiary is domiciled in Canada. “Members” refers to both Canadian banks and non-bank financial institutions acting on their own behalf or on behalf of their foreign branches, affiliates and/or subsidiaries. A current list of members can be found in Appendix I. Members may request that all USD or foreign currency items be settled via Swift.
Bank for International Settlements (BIS)
June 2, 2026	Information and Communication Technology (ICT) Risk Management: Range of Practices Information and Communications Technology (ICT) is a key component of operational risk management, playing a vital role in supporting the broader goal of achieving operational resilience. Banks’ operational resilience to ICT incidents has become increasingly important in an evolving and digitalised technology landscape. The Basel Committee on Banking Supervision has analyzed ICT risk management practices across jurisdictions to address non-malicious ICT incidents. This report is part of an effort to strengthen banks' operational resilience to information and communication technology (ICT) incidents in an increasingly digitalised world; it complements the Committee’s 2018 report on cyber resilience. The Committee will continue to monitor developments related to the digitalisation of finance and financial technology from a prudential perspective.
Financial Action Task Force (FATF)
June 23, 2026	International Standards on Combating Money Laundering and the Financing of Terrorism and Proliferation: The FATF Recommendations The FATF Recommendations set out a comprehensive and consistent framework of measures which countries should implement in order to combat money laundering and terrorist financing, as well as the financing of proliferation of weapons of mass destruction. Countries have diverse legal, administrative and operational frameworks, and different financial systems, and so cannot all take identical measures to counter these threats. New amendments include changes to Recommendation 6, which requires countries to implement targeted financial sanctions to comply with United Nations Security Council resolutions (UNSCRs) relating to the prevention and suppression of terrorism and terrorist financing. The updated Standards will require countries to comply with the humanitarian exemption contained in UNSCRs 2664 and 2761, as well as 2615. The updated Standards are intended to ensure that sanctions measures do not block the flow of funds, assets, resources, goods, and services necessary for humanitarian assistance and basic human needs in line with the UN framework.	This version is as amended June 2026.
June 23, 2026	FATF Launches Public Consultation on Guidance to Increase Payment Transparency FATF is inviting the views of stakeholders on new guidance to support the implementation of strengthened FATF Standards on payment transparency when they come into effect. The revisions to FATF’s Recommendation 16, agreed upon in June 2025, are intended to keep pace with changes in the payment landscape, and strengthen the safety and security of the international payment system by increasing the transparency of information that accompanies cross-border payments and requiring the introduction of tools to protect against fraud and error. All countries around the world are expected to be ready to implement the changes by the end of 2030. The FATF is soliciting feedback from stakeholders, including financial institutions worldwide with different business models and capacity, payment system operators, civil society and the research community. It has provided as support a Public Consultation Explanatory Memorandum and a copy of Draft R16. Guidance for consultation.	Comments are due August 21, 2026.
June 2026	2022 Methodology for Assessing Technical Compliance with the FATF Recommendations and the Effectiveness of AML/CFT/CPF Systems The FATF assesses each member’s implementation of the FATF Recommendations and its actions to tackle money laundering, terrorist financing and the financing of proliferation of weapons of mass destruction on an ongoing basis. The Methodology for Assessing Technical Compliance with the FATF Recommendations and the Effectiveness of AML/CFT/CPF Systems (The FATF Methodology in short) sets out the process by which the FATF assesses each member’s implementation of the FATF Recommendations and its actions to tackle money laundering, terrorist financing and the financing of proliferation of weapons of mass destruction on an ongoing basis. The FATF Methodology focuses on two distinct areas: Effectiveness: each assessment will have a significant focus on effectiveness, to ensure that countries are implementing and making use of the laws, regulations and policies that are being passed. Technical compliance: each assessment also looks at whether a country has all the necessary laws, regulations and legal instruments in place, in line with the technical requirements of the 40 FATF Recommendations. The FATF commenced its 5th round of evaluations under this methodology in 2024, and FATF-Style Regional Bodies will also progressively use this methodology once they complete their previous round of evaluations.	This version is as amended June 2026.
Financial Stability Board (FSB)
June 10, 2026	Sound Practices for Responsible Adoption of Artificial Intelligence (AI): Consultation Report This consultation report highlights the benefits and risks associated with AI use in the financial system. To facilitate responsible AI adoption by financial institutions, it proposes 12 sound practices that financial institutions could apply in their organisation-wide AI governance and management of the relevant stages of AI development and deployment (AI lifecycle). It draws upon case studies drawn from real-world AI implementation practices by financial institutions. FSB is soliciting comments on the consultation report and a set of questions.	Comments were due July 22, 2026.
International Association of Insurance Supervisors (IAIS)
June 23, 2026	Technical note – Credit Rating Agencies and ICS Rating Category Mapping This technical note clarifies the Insurance Capital Standard (ICS) Rating Categories (RC) Mapping for the Credit Rating Agencies (CRAs) listed in Table 1, which originated during the monitoring period and was retained at ICS adoption for practical reasons. It also outlines the pathways under the ICS to recognize ratings from other CRAs.
June 17, 2026	FSI and IAIS Publish Joint Insights Note on the Cyber Insurance Market Financial Stability Institute (FSI) and IAIS have jointly published a note on the cyber insurance market, entitled FSI Insights on policy implementation No 75: Cyber insurance unpacked: the corporate digital safety net. Based on desktop reviews and interviews with supervisors, insurers, reinsurers, brokers and other market participants, this note takes stock of the evolving cyber insurance landscape. In particular, it examines cyber insurance product coverage, pricing and underwriting practices, and explores the insurance protection gap. The note also highlights key considerations for supporting the sound and sustainable development of cyber insurance.
Legislation
June 27, 2026	[Proposed] Regulations Amending the Financial Consumer Protection Framework Regulations The Budget Implementation Act, 2025, No. 1, introduced amendments to the Bank Act to combat consumer-targeted fraud. Once the relevant legislative amendments are in force, these amendments will require banks to have policies and procedures to address consumer-targeted fraud, allow consumers to adjust maximum transaction amounts, obtain express consent to enable certain prescribed account capabilities, allow consumers to disable certain account features, and require banks to collect and report prescribed fraud data to the Commissioner of the FCAC. These proposed regulations would provide more specificity to support these legislative amendments, such as prescribing additional policies and procedures banks would need to have, the account capabilities that banks must allow consumers to enable and disable, how banks must obtain express consent before enabling these capabilities, when banks must enable transaction limit increases requested by consumers, and the specific data points banks will need to collect and report to the FCAC with respect to consumer-targeted fraud. The intention is for the consumer-targeted fraud legislative amendments to come into force on the same day as the proposed Regulations.	Closes for comments July 27, 2026.
June 27, 2026	[Proposed] Consumer-Driven Banking Regulations The Consumer-Driven Banking Act (the Act), which received royal assent in March 2026, and the proposed Consumer-Driven Banking Regulations (the proposed Regulations), introduces a secure framework overseen by the Bank of Canada that enables Canadian individuals and businesses to share their financial data with accredited service providers of their choice. The proposed Regulations include requirements related to accreditation, security, national security, authentication and consent, reporting, record keeping, framework transparency, technical standards, assessments, and violations. The proposed Regulations also include the timelines and information requirements to support the national security review process related to the Minister of Finance’s national security authorities under the Act.	Closes for comments August 26, 2026.
June 18, 2026	Spring Economic Update 2026 Implementation Act, S.C. 2026, c. 22 (Bill C-30) Among its provisions to implement the 2026 Spring Economic Update, the following measures of Bill C-30 affect federally regulated financial institutions: Division 1 of Part 3 amends the Bank Act to provide that the Investment Canada Act does not apply in respect of certain transactions made by foreign banks or entities associated with a foreign bank if the transactions are subject to an approval under the Bank Act, the Trust and Loan Companies Act or the Insurance Companies Act. Division 2 of Part 3 amends the Bank of Canada Act to combine into a single act the Bank of Canada’s powers, duties and functions related to the recovery of costs incurred by it for or in connection with the administration of certain acts. It also makes related amendments to other acts. Division 3 of Part 3 amends the Canadian Payments Act to provide immunity for the Canadian Payment Association and certain individuals from any civil liability, other than in contract, for anything done or omitted to be done in good faith in the administration or discharge of any powers or duties conferred under that act.	House Third Reading June 18, 2026. Senate First Reading June 18, 2026. Senate Second Reading June 18, 2026. Senate Third Reading June 18, 2026. Royal Assent June 18, 2026. Division 1 of Part 3 comes into force on October 16, 2026 (the 120th day after the day on which Bill C-30 receives Royal Assent). Division 2 of Part 3 comes into force on proclamation but see coming into force provisions for section 20. Division 3 of Part 3 is in force on Royal Assent.
June 18, 2026	Canadian Payments Association By-law No. 10 — RTR, SOR/2026-133 This new Canadian Payments Association by-law is being implemented in connection with the planned introduction of the Real-Time Rail, a real-time payment exchange, clearing and settlement system (the RTR system or RTR). The RTR by-law reflects the RTR’s financial risk framework, key operational requirements, and policy requirements governing how the system operates. These policy requirements include, for example, the provision of payment amounts to payees and participant obligations in processing payments. The by-law also refers to the RTR rules, which will provide detailed technical and business process requirements for participants. The RTR by-law focuses on Payments Canada’s operation of the RTR system and the rights and responsibilities of system participants. It establishes the general eligibility criteria for RTR participation. Participation is voluntary and any Payments Canada member is eligible to become an RTR participant if it meets the requirements set out in the RTR by-law and rules. The RTR by-law establishes the classes of payment items acceptable for exchange, clearing, and settlement in the RTR. It also sets out the circumstances in which a payment will be cleared and settled in the RTR, key steps, and certain rights and obligations of participants related to the clearing and settlement process. The RTR by-law requires a receiving participant to make the amount of an RTR payment available to the payee (such as an individual customer) according to the time frames and procedures established in the rules, except under certain circumstances. It contemplates the possibility that the RTR, or a participant’s use of the RTR, may be disrupted. The by-law allows the President of Payments Canada to take a variety of actions to respond to disruptions or other emergencies. In conjunction with the RTR rules, the emergency provisions in the by-law will enable Payments Canada, working with the Bank of Canada and system participants, to safely and effectively respond to potential disruptions.	In force August 24, 2026.
June 18, 2026	Bill C-29, Financial Crimes Agency Act Bill C-29 establishes the Financial Crimes Agency (FCA) as a specialized federal law enforcement agency whose mandate is to investigate financial crimes and to contribute to the recovery of proceeds of crime. It also makes consequential amendments to certain acts and regulations. The FCA will be headed by a commissioner, employ its own staff and have powers to investigate serious and complex financial crimes. It will also participate in international efforts to combat these crimes and report on its operations. In addition, the bill provides a role and specific powers to the Attorney General of Canada regarding certain financial crime prosecutions that would normally fall under the authority of the provincial attorneys general. The bill also makes consequential amendments to a number of acts and regulations, in part to authorize the sharing and disclosure of information between the FCA and certain federal ministers and entities.	House Second Reading June 18, 2026. In force on Royal Assent, except for section 27, which comes into force on the first anniversary of the day on which Bill C-30 received Royal Assent. Section 29 comes into force on the day on which section 33 of the Public Complaints and Review Commission Act comes into force or, if it is later, on the day on which this Act receives Royal Assent.
June 17, 2026	Bill S-6, Federal Law–Civil Law Harmonization Act, No. 4 Bill S-6 is the fourth in a series of enactments drafted in the course of the harmonization of federal statutes by the Department of Justice of Canada resulting from the coming into force of the Civil Code of Québec in 1994. Among the acts amended by Bill S-6 are acts governing financial institutions: the Bank Act, the Cooperative Credit Associations Act, the Insurance Companies Act and the Trust and Loan Companies Act. The amendments are made in order to ensure that each language version takes into account the common law and the civil law.	Senate Third Reading June 17, 2026.
June 15, 2026	Bill C-36, An Act to enact the Protecting Privacy and Consumer Data Act, to amend the Personal Information Protection and Electronic Documents Act and to make amendments to other Acts Bill C-36 enacts the Protecting Privacy and Consumer Data Act to govern the protection of personal information of individuals while taking into account the need of organizations to collect, use or disclose personal information in the course of commercial activities. Consequently, it repeals Part 1 of the Personal Information Protection and Electronic Documents Act and changes the short title of that Act to the Electronic Documents Act. As a consequential amendment, it replaces references in the Bank Act, Insurance Companies Act, Cooperative Credit Associations Act and Trust and Loan Companies Act to Personal Information Protection and Electronic Documents Act with Electronic Documents Act.	House First Reading June 15, 2026. Act, except sections 1 and 51 and Part 3, to come into force on proclamation (but that day must not be before the day on which that Part 3 comes into force). See also s. 52(1) with respect to the coming into force of Bill C-34, Safe Social Media Act.
June 15, 2026	An Act respecting cyber security, amending the Telecommunications Act and making consequential amendments to other Acts, S.C. 2026, c. 9 (Bill C-8) Bill C-8 establishes a regulatory framework to protect systems and services essential to public safety or national security. Part 1 amends the Telecommunications Act to add the promotion of the security of the Canadian telecommunications system as an objective of the Canadian telecommunications policy and to authorize the governor in council and the minister of Industry to direct telecommunications service providers to do anything, or refrain from doing anything, that is necessary to secure the Canadian telecommunications system. Part 2 enacts the Critical Cyber Systems Protection Act (CCSPA) to provide a framework for the protection of the critical cyber systems of services and systems that are vital to national security or public safety and that are delivered or operated as part of a work, undertaking or business that is within the legislative authority of Parliament. The CCSPA imposes onerous cyber security obligations on “designated operators” of federally regulated critical cyber systems. These operators carry out vital services or systems (that is, infrastructure essential to preserving national security and public safety). These obligations include, among others: Developing, maintaining, and regularly reviewing cyber security programs (CSPs); Reporting material changes in ownership, control, or use of third-party products and services to the appropriate regulator, as to mitigate supply-chain and third-party risks; and preserving detailed records of cyber security programs and incidents. The CCSPA delegates broad, sector-specific powers to the appropriate regulators, including banking systems overseen by OSFI and the clearing and settlement systems overseen by the Bank of Canada. The CCPSA will allow the regulators to, inter alia, enter any place (subject to limitations) to examine records and data, order internal audits, and issue compliance orders. The CCPSA also introduces significant administrative monetary penalties for violations. While the proposed regime is designed to promote compliance, fines could amount to $15 million per violation, per day, for organizations, and $1 million per violation, per day, for individuals. Moreover, directors and officers of designated operators could be held personally liable if they were complicit in committing a violation.	Senate Third Reading June 4, 2026. Royal Assent June 15, 2026. Part 2 (Critical Cyber Systems Protection Act) in force on proclamation. Remainder of Act in force on Royal Assent.
June 3, 2026	Bill C-31, Budget 2025 Implementation Act, No. 2 Bill C-31 implements certain measures put forward in the November 4, 2025, Budget. Division 1 of Part 4 amends the Trust and Loan Companies Act, the Bank Act and the Insurance Companies Act to prohibit financial institutions from issuing documents in bearer form and provide for the replacement of documents that are currently in bearer form. Division 2 of Part 4 amends the Trust and Loan Companies Act, the Bank Act and the Insurance Companies Act to provide that no action lies against His Majesty in right of Canada and federal government officials for any acts or omissions made in good faith under those acts. Division 3 of Part 4 amends the Bank Act to require an institution to offer or sell deposit products in a non-discriminatory manner in certain circumstances. Division 6 of Part 4 amends Schedule II to the Access to Information Act to prohibit the disclosure of confidential information obtained under the Retail Payment Activities Act or prepared from information obtained under that act.	House Second Reading June 3, 2026. Division 1 of Part 4 in force on Royal Assent. Division 2 of Part 4 in force on Royal Assent. Division 3 of Part 4 in force on proclamation. Division 6 of Part 4 in force on Royal Assent.

Disclaimer
This Reporter is prepared as a service for our clients. It is not intended to be a complete statement of the law or an opinion on any subject. Although we endeavour to ensure its accuracy, no one should act upon it without a thorough examination of the law after the facts of a specific situation are considered.

Federal Financial Institutions Legislative and Regulatory Reporter – May 2026

Fri, 14 Aug 2026 00:00:00 Z

May 2026

Published	Title and Brief Summary	Status (if applicable)
Office of the Superintendent of Financial Institutions (OSFI)
May 21, 2026	Draft Guideline B-12 Interest Rate Risk Management Consultation OSFI has informed banks and trust and loan companies by letter of a consultation with respect to targeted adjustments to Guideline B‑12 – Interest Rate Risk Management. The adjustments would update the interest rate shock scenarios in the guideline to align with recent revisions from the Basel Committee on Banking Supervision (BCBS). BCBS published its revised Recalibration of shocks for interest rate risk in the banking book in July 2024. The guidance would also be updated with respect to how institutions should consider different types of balance sheet scenarios against earnings measures. In addition, details related to public disclosures would be replaced by a reference to OSFI’s Pillar 3 disclosure guidelines. The current version of Guideline B-12 was published in May 2019. The letter and draft Guideline are accompanied by a Backgrounder.	Comments are due July 20, 2026. OSFI plans to publish the final guideline on September 10, 2026. The guideline will come into effect on November 1, 2026 (for October 31 year ends) or January 1, 2027 (for December 31 year ends)
May 21, 2026	Draft Capital and Liquidity Treatment of Crypto-asset Exposures (Banking) Guideline (2027) OSFI has informed banks and trust and loan companies by letter of a consultation with respect to draft revisions to the Capital and Liquidity Treatment of Crypto-asset Exposures (Banking) Guideline. OSFI states that the revisions, building on the latest version of the guidance (in effect in Q1 2026), are meant to respond to developments in the crypto market, but also ensure that the capital and liquidity treatment of crypto‑asset exposures continues to reflect the underlying risks faced by institutions, and remains prudent in light of the dynamic nature of the crypto market. Targeted revisions would recognize cross‑exchange hedging for Group 2a crypto‑assets traded on regulated exchanges. OSFI states that the current draft revision does not address several key issues noted in its October 29, 2025, letter to industry, such as the risk weight applied to Group 2a crypto‑assets and Group 2a crypto-assets’ eligibility as collateral. The draft guideline is accompanied by a backgrounder.	Comments are due July 20, 2026. Final version of revised guideline will come into effect on November 1, 2026, or January 1, 2027 for institutions with a fiscal year ending October 31 or December 31, respectively.
May 21, 2026	Draft Liquidity Adequacy Requirements Guideline (2027) OSFI has informed banks and trust and loan companies by letter of a consultation with respect to draft revisions to the Liquidity Adequacy Requirements (LAR) Guideline. OSFI states that the revisions are aimed at ensuring that liquidity requirements continue to align with the underlying risk faced by institutions; at enhancing the clarity of its liquidity rules; and at improving the consistency of the application of those rules. It proposes: A new Level 1B high-quality liquid assets (HQLA) category to acknowledge the market liquidity of certain instruments that do not currently qualify as Level 1 HQLA; Adjustments to the transactions approved for interdependent asset and liability treatment under the Net Stable Funding Ratio; Updates to the guideline intended to improve structure and reliability, ensure alignment with other OSFI guidelines, and improve coherence.	Comments are due July 20, 2026. Final version of revised guideline will come into effect May 1, 2027.
May 21, 2026	Consultation on Pillar 3 Disclosure Guidelines for Interest Rate Risk in the Banking Book OSFI has informed Banks and Trust and Loan Companies by letter of a consultation with respect to draft amendments to Pillar 3 disclosure guidelines for domestic systemically important banks (D-SIBs) and small- and medium-sized banks (SMSBs) on interest rate risk in the banking book (IRRBB) disclosure expectations. The amendments incorporate the Basel Committee on Banking Supervision disclosure standard on interest rate risk in the banking book and align with draft amendments to Guideline B-12 – Interest Rate Risk Management. The amendments have no impact on capital or liquidity expectations for institutions in scope. For small- and medium-sized banks, disclosure expectations are applied in proportion to the nature, size, and complexity of the deposit-taking institution.	Comments are due July 20, 2026. Final version of revised guideline is expected to be published in September 2026, with disclosure expectations expected to come into effect for fiscal Q4 2027 reporting periods.
May 21, 2026	Draft Internal Liquidity Adequacy Assessment Process Guideline (2027) – Letter OSFI has informed banks and trust and loan companies by letter of a consultation with respect to a draft Internal Liquidity Adequacy Assessment Process (ILAAP) Guideline, with feedback intended to inform a final guideline that would take effect on May 1, 2027. The draft Guideline is intended to enhance alignment of liquidity requirements with underlying risks faced by institutions, improve clarity, and promote a more consistent application of liquidity rules. Feedback from a May 2025 discussion paper exploring Pillar 2 liquidity concepts about improving liquidity supervision and what should be taken into account when drafting an ILAAP guideline emphasized the need for a more proportionate approach for smaller, less complex deposit-taking institutions, with sufficient transition time built into the implementation to all for governance, data, and stress-testing enhancements. With respect to a more proportionate approach, OSFI states that while it expects the final guideline to apply to all deposit-taking institutions, it acknowledges that some of the Pillar 2 liquidity risks will not be applicable to all deposit-taking institutions; it has reflected this in the draft ILAAP Guideline. OSFI is proposing a proposing a three-year phased implementation schedule in the draft ILAAP Guideline, applicable to all deposit-taking institutions.	Comments are due August 19, 2026. OSFI proposes a phased implementation schedule, beginning in May 2027 and building to maturity by 2029 fiscal year-end.
May 21, 2026	Draft Guideline B-2 Large Exposure Limits (2028) OSFI has informed banks and trust and loan companies by letter of a consultation with respect to draft revisions to Guideline B-2 – Large Exposure Limits. The current version of Guideline B-2 applies to domestic systemically important banks (D‑SIBs); these draft amendments extend the scope of Guideline B-2 to Category 1 and Category 2 small‑ and medium‑sized banks (SMSBs). They would replace the 1994 large exposure guideline currently applicable to these institutions. In addition, under these revisions, Category 3 SMSBs and foreign bank branches will no longer be subject to the large-exposure guideline. Changes to Guideline B-2 will include the following: Expanding the scope of application of the guideline to Category 1 and Category 2 SMSBs at the consolidated entity level; Applying a general large exposure limit of 25% of Tier 1 capital for SMSBs, consistent with the approach for D‑SIBs; Aligning exposure measurement for SMSBs with the Capital Adequacy Requirements Guideline, including the recognition of eligible credit risk mitigation techniques; Updating the criteria for SMSBs to identify groups of connected counterparties to promote more consistent aggregation of exposures; Introducing quarterly large exposure reporting for SMSBs, using the same reporting template that currently apply to D‑SIBs; making minor SMSB‑specific adjustments to certain measurement approaches to support proportionality and limit regulatory burden.	Comments are due August 19, 2026. Final version of revised guideline will come into effect on November 1, 2027 or January 1, 2028 for institutions with a fiscal year ending October 31 or December 31, respectively.
Financial Transactions and Reports Analysis Centre of Canada (FINTRAC)
May 6, 2026	Administrative Monetary Penalties: Changes Following Legislative Amendments FINTRAC has issued a document explaining how FINTRAC will implement a new approach to administrative monetary penalties (AMPs), pursuant to amendments put in place by the Strengthening Canada’s Immigration System and Borders Act, S.C. 2026, c. 4 (Bill C-12). It describes how FINTRAC is updating its AMP policy and developing new guidance to reflect the changes resulting from the legislative amendments. The new guidance will explain how penalties are administered under the new legislative framework and will include guidance on compliance agreements and compliance orders as well as an updated approach to calculating penalties. According to FINTRAC, the new administrative monetary penalties framework will give it the authority to: Define prescribed violations and compliance order violations subject to penalties; Apply increased maximum penalty amounts (up to 40 times current limits); Consider ability to pay as part of the criteria for determining a penalty amount; Require mandatory compliance agreements for prescribed violations; Introduce compliance orders as an additional enforcement tool.	New legislative requirements will apply to violations that occur after March 26, 2026.
Payments Canada
May 27, 2026	CACPA Code STP Formatting Best Practices Payments Canada has released best practices and formatting guidelines for Canadian routing numbers, or CACPA codes, to facilitate straight-through processing (STP). This industry guideline is designed specifically for domestic and international payment originators who are sending wire transfers within or destined for Canada.
May 21, 2026	National Fraud Strategy: Payments Canada Feedback Department of Finance Canada issued a National Anti-Fraud Strategy Discussion Paper in April 2026, requesting feedback on three initial measures that might be taken to advance the strategy. Payments Canada has submitted its feedback, emphasizing the following: Multi-sector collaboration, uniting financial sector, telecommunications providers and digital platforms; Payment modernization; Consistent regulation, and proportionate and consistent application of anti-fraud requirements; Enhanced information sharing across sectors and with regulators; Coordinated oversight that includes a central coordinating function and sector-specific regulators; Consumer education; Law enforcement support.
Financial Stability Board (FSB)
May 6, 2026	Report on Vulnerabilities in Private Credit FSB has issued a report that highlights that private credit brings benefits but also vulnerabilities, including complex interlinkages with banks, borrower credit quality concerns, and valuation opacity. It reports that although the growth of private credit may bring benefits, it also brings potential vulnerabilities. Private credit at its current size and scope has not been tested during a severe economic downturn, which could expose leverage and borrower credit quality vulnerabilities. The report argues that authorities should work to close data gaps, harmonise definitions to enhance monitoring, and deepen analysis of financial interconnections and liquidity issues, while sharing supervisory insights.
Legislation
May 26, 2026, 2026	Bill C-30, An Act to implement certain provisions of the spring economic update tabled in Parliament on April 28, 2026 Among its provisions to implement the 2026 Spring Economic Update, the following measures of Bill C-30 affect federally regulated financial institutions: Division 1 of Part 3 amends the Bank Act to provide that the Investment Canada Act does not apply in respect of certain transactions made by foreign banks or entities associated with a foreign bank if the transactions are subject to an approval under the Bank Act, the Trust and Loan Companies Act or the Insurance Companies Act. Division 2 of Part 3 amends the Bank of Canada Act to combine into a single act the Bank of Canada’s powers, duties and functions related to the recovery of costs incurred by it for or in connection with the administration of certain acts. It also makes related amendments to other acts. Division 3 of Part 3 amends the Canadian Payments Act to provide immunity for the Canadian Payment Association and certain individuals from any civil liability, other than in contract, for anything done or omitted to be done in good faith in the administration or discharge of any powers or duties conferred under that act.	House of Commons Second Reading on May 26, 2026. Referred to Standing Committee on Finance. Division 1 of Part 3 comes into force on the 120th day after the day on which Bill C-30 receives Royal Assent. Division 2 of Part 3 comes into force on proclamation but see coming into force provisions for section 20. Division 3 of Part 3 is in force on Royal Assent.
May 20, 2026	By-law Amending the Canada Deposit Insurance Corporation Deposit Insurance Policy By-law, SOR/2026-81 Act to implement the Protocol on the Accession of the United Kingdom of Great Britain and Northern Ireland to the Comprehensive and Progressive Agreement for Trans-Pacific Partnership, S.C. 2026, c. 7, amended Schedule IV of the Bank Act to clarify how a country or territory acceding to an existing trade agreement is treated under Schedule IV of the Bank Act. Accordingly, the reference to Schedule IV of the Bank Act in the Policy By-law is amended by this By-law to ensure alignment with the amendments to Schedule IV to the Bank Act.	In force on the day Act to implement the Protocol on the Accession of the United Kingdom of Great Britain and Northern Ireland to the Comprehensive and Progressive Agreement for Trans-Pacific Partnership, S.C. 2026, c. 7, s. 11, comes into force.
May 6, 2026	Act to implement the Protocol on the Accession of the United Kingdom of Great Britain and Northern Ireland to the Comprehensive and Progressive Agreement for Trans-Pacific Partnership, S.C. 2026, c. 7 (Bill C-13) Bill C-13 implements the Protocol on the Accession of the United Kingdom of Great Britain and Northern Ireland to the Comprehensive and Progressive Agreement for Trans-Pacific Partnership, done July 16, 2023. It includes consequential amendments to the definition of “regulated foreign entity” in sections 2 of the Bank Act, Insurance Companies Act and Trust and Loan Companies Act, respectively.	Royal Assent May 6, 2026 Act comes into force on proclamation.
May 6, 2026	Bill C-31, Budget 2025 Implementation Act, No. 2 Bill C-31 implements certain measures put forward in the November 4, 2025, Budget. Division 1 of Part 4 amends the Trust and Loan Companies Act, the Bank Act and the Insurance Companies Act to prohibit financial institutions from issuing documents in bearer form and provide for the replacement of documents that are currently in bearer form. Division 2 of Part 4 amends the Trust and Loan Companies Act, the Bank Act and the Insurance Companies Act to provide that no action lies against His Majesty in right of Canada and federal government officials for any acts or omissions made in good faith under those acts. Division 3 of Part 4 amends the Bank Act to require an institution to offer or sell deposit products in a non-discriminatory manner in certain circumstances. Division 6 of Part 4 amends Schedule II to the Access to Information Act to prohibit the disclosure of confidential information obtained under the Retail Payment Activities Act or prepared from information obtained under that act.	House of Commons First Reading on May 6, 2026. Division 1 of Part 4 in force on Royal Assent. Division 2 of Part 4 in force on Royal Assent. Division 3 of Part 4 in force on proclamation. Division 6 of Part 4 in force on Royal Assent.

Disclaimer

This Reporter is prepared as a service for our clients. It is not intended to be a complete statement of the law or an opinion on any subject. Although we endeavour to ensure its accuracy, no one should act upon it without a thorough examination of the law after the facts of a specific situation are considered.

Updating membership criteria? What Ontario not-for-profits should know

Wed, 12 Aug 2026 00:00:00 Z

The Ontario Superior Court of Justice’s decision in Barrie & District Association of Realtors v Information Technology Systems Ontario, 2025 ONSC 3388, confirms that Ontario not-for-profit corporations may update their membership criteria, even where the changes could affect an existing member’s ability to remain a member.

The decision is useful for boards because it explains when courts will defer to internal governance decisions under the Ontario Not-for-Profit Corporations Act, 2010 (ONCA), and when they may intervene.

Key takeaways

Ontario not-for-profits may amend membership criteria to respond to legitimate governance or operational concerns.
Boards should ensure that amendments are adopted properly, clearly drafted, and aligned with the corporation’s best interests.
Courts will generally defer to board decisions unless there is a legal breach, procedural unfairness, or bad faith.

How the ONCA challenge arose

Barrie & District Association of Realtors was a member of Information Technology Systems Ontario, a not-for-profit corporation that pools MLS listing data for its member real estate associations.

After Barrie announced an integration with the Toronto Regional Real Estate Board, which Information Technology Systems Ontario viewed as a competitor, Information Technology Systems Ontario amended its by-laws. The amendment required members to maintain the same corporate structure and control as when they first joined.

Barrie challenged the amendment under ONCA section 191. It argued that the amendment was retroactive, unclear, inconsistent with the Act, and adopted in bad faith to target Barrie.

How the Ontario Superior Court ruled

The Court dismissed the application and upheld the by-law amendment. It confirmed that courts will usually avoid interfering in the internal affairs of not-for-profit corporations unless there is a breach of the corporation’s governing documents or the Act, a denial of natural justice, or bad faith.

The Court found that the amendment did not amount to a retroactive breach of contract. There was no agreement that the membership rules would remain unchanged forever.

The Court also rejected the argument that the amendment was too vague. The requirement to maintain the same “corporate structure and control” was sufficiently clear when read in context, and the Act did not require the by-laws to list every factor the board could consider when exercising discretion.

Finally, the Court held that the amendment was not made in bad faith. Information Technology Systems Ontario had a legitimate concern about a competitor gaining control over one of its member associations and followed the proper process to amend its by-laws.

Contact us

For any questions about this case or Ontario’s Not-for-Profit Corporations Act, 2010, please contact a member of our Charities & Not-for-Profit Group.

ONCA update: Court clarifies when a special resolution is required for certain by-law amendments

Tue, 11 Aug 2026 00:00:00 Z

A recent Ontario court decision, Chifor, et al v Windsor/Essex County Humane Society, 2026 ONSC 667, has clarified the interaction between sections 17 and 103 of the Ontario Not-for-Profit Corporations Act, 2010 (ONCA), confirming that certain by-law amendments require member confirmation by special resolution.

This decision provides welcome guidance on an area of the ONCA that has generated uncertainty since the legislation came into force. Organizations planning by-law amendments should review their approval process carefully to ensure compliance and avoid challenges to the validity of amended by-laws.

What happened?

The court considered amendments relating to matters listed in section 103(1)(g), (k) and (l) of the ONCA, and concluded that amendments dealing with those provisions must be confirmed by special resolution of the members.

Why does it matter?

This interpretation provides important guidance for organizations amending their by-laws. While ONCA generally permits directors to make, amend and repeal by-laws, that authority is subject to member confirmation. Organizations should carefully assess whether proposed by-law changes require member confirmation by ordinary resolution or special resolution before proceeding.

Practical takeaway

If your organization is amending its by-laws, then it should consider whether any proposed amendments engage the provisions identified in section 103(1)(g), (k), and (l) of the ONCA, as member confirmation by special resolution will be required.

The matters listed in section 103(1)(g), (k), and (l) relate to important members’ rights provisions, including the transfer of a membership, the manner of giving notice to voting members, and the method of voting by members not in attendance at a meeting of the members.

BLG can assist

For more information about ONCA compliance or governance reviews, please contact a member of BLG's Charities and Not-For-Profit Group.

Draft technical amendments expand the scope of taxable Canadian property

Mon, 10 Aug 2026 00:00:00 Z

On July 23, 2026, the Department of Finance released draft legislative proposals containing numerous technical amendments to the Income Tax Act (Canada) (the Act) accompanied by explanatory notes released on July 27, 2026. Among the proposals are amendments to the definition of "taxable Canadian property" (TCP) in subsection 248(1) of the Act.

Coming into force on Royal Assent, the proposed amendments will:

modify the rules governing when units of publicly traded partnerships constitute TCP;
broaden the look-through rule found in paragraph (d) of the definition of TCP;
reinstate the deeming rule for options and interests in property that previously applied in determining whether property is TCP.

1. Publicly traded partnership units

Under the proposed amendments, paragraph (d) of the definition of TCP no longer applies to partnership units listed on a designated stock exchange.

Instead, listed partnership units are brought within paragraph (e), alongside listed corporate shares and mutual fund interests, and are now subject to the 25 per cent ownership test and the more-than-50 per cent FMV test. Unlisted partnership interests continue to be tested only under the more-than-50 per cent FMV test in paragraph (d). This generally aligns the treatment of listed partnerships with that of listed corporate shares.

The revised language appears designed to better accommodate partnership structures when applying the ownership threshold. The proposal may therefore be particularly relevant for investment funds and other collective investment vehicles.

2. Broadening of look-through rule in paragraph (d)

The proposed amendments broaden the look-through rule found in paragraph (d) of the definition of TCP by permitting value to be traced through a wider range of intermediate entities, including through any corporation, trust or partnership (other than entities described in paragraph (e)).

Non-listed shares and interests that indirectly derive more than 50 per cent of their value from underlying TCP assets may now constitute TCP even where intermediate entities are not themselves TCP. As a result, shares that are not TCP under the current rules may become TCP because more underlying Canadian property is considered in applying the more-than-50 per cent FMV test.

3. Options, rights and interests: A significant broadening

The amendments also replace the existing deeming rules found in subparagraph (d)(iv) and paragraph (f) of the TCP definition with proposed subsection 248(1.2). New subsection 248(1.2) provides that, for the purposes of the definition TCP in subsection 248(1), a property described in any of paragraphs (a) to (e) of that definition is deemed to include an option in respect of, or an interest in, or for civil law a right in, the property, whether or not the property exists.

The explanatory notes indicate that the amendment is broader in its application than subparagraph (d)(iv) and paragraph (f) of the definition (which are consequently being repealed), as it ensures that options and interests themselves can qualify as TCP while also applying for the purposes of the TCP definition as a whole. The explanatory notes provide the following example:

a taxpayer who owns 24 per cent of the shares of a corporation and holds an option to acquire an additional 1 per cent of its shares meets the 25 per cent or more ownership test under subparagraph (e)(i) of the definition due to the application of this new deeming provision; consequently, both the taxpayer's shares and the option to acquire additional shares would be TCP, provided the condition in subparagraph (e)(ii) of the definition is also met.

As a result of the proposed amendments, options to acquire shares are once again factored into the 25 per cent test and can affect whether the shares are considered TCP.

Historical context

This new subsection reinstates the deeming rule that was repealed effective Oct. 1, 1996, when the definition of TCP was located in subsection 115(1) of the Act, with options or interests being dealt with in former subsection 115(3).

Subsection 115(3) provided that references to property described in subsection 115(1) included "any interest therein or option in respect thereof, whether or not such property is in existence.” As such, in Finance’s example above, the taxpayer would have also been deemed to have met the 25 per cent ownership test under the definition of TCP found in previous subsection 115(1).

When the TCP definition was relocated from subsection 115(1) to subsection 248(1) as part of the 2001 amendments, the former subsection 115(3) rule was not carried forward in its entirety. Although portions of the concept were subsequently reflected in subparagraph (d)(iv) and paragraph (f) of the TCP definition, the statutory language no longer expressly provided that options or interests are considered in determining whether the 25 per cent ownership threshold was met.

The Canada Revenue Agency acknowledged this issue shortly after the 2001 amendments. In technical interpretation 2002-0151795, the CRA noted that former subsection 115(3) was not reproduced when the TCP definition was moved to subsection 248(1), creating uncertainty regarding the treatment of options and interests in property for purposes of the TCP definition.

Viewed in this context, the addition of subsection 248(1.2) appears less like an expansion of the TCP regime and more like a restoration of a concept that existed under former subsection 115(3) before the 2001 reorganization of the Act.

Build Canada Homes’ first moves: 4,000 direct-build units and a controversial B.C. condo conversion push

Thu, 06 Aug 2026 00:00:00 Z

On Sept. 14, 2025, the Canadian government launched Build Canada Homes, a new federal agency designed to increase Canada’s housing supply by building affordable housing at scale. Build Canada Homes will work with provinces, territories, municipalities and Indigenous communities to build affordable community housing for low-income households, while also partnering with private developers to deliver affordable housing for middle-class Canadians.

The federal government introduced Bill C-20, the Build Canada Homes Act (the Act), on Feb. 5, 2026, to formalize and expand Build Canada Homes’ mandate. The Act provides the legislative framework to establish Build Canada Homes as a Crown corporation dedicated to building affordable housing at scale across Canada, with broader authority and operational flexibility.

The Act received Royal Assent on June 18, 2026, and the Government of Canada announced the milestone on June 19, 2026. Royal Assent established the framework for Build Canada Homes to transition to a Crown corporation. Further steps, including orders in council, governance implementation and leadership appointments, are required before it becomes fully operational as a Crown corporation later in 2026.

What you need to know

Build Canada Homes has moved from a policy announcement to the implementation phase, with a mandate to increase Canada’s housing supply by delivering affordable housing at scale.
Bill C-20, the Build Canada Homes Act, gives Build Canada Homes the legislative framework, authority and operational flexibility needed to transition into a Crown corporation.
Build Canada Homes’ first direct-build projects will oversee approximately 4,000 homes on federally owned sites, marking the first test of the federal government’s land-led housing strategy.
The Canada-British Columbia condo conversion project could convert more than 2,200 vacant condo units into affordable homes, but its structure, pricing and affordability conditions are still under consideration.
The Canada-British Columbia condo conversion project may include a first-of-its-kind rent-to-buy arrangement in Canada, giving Canadians who are unable to save a large enough lump sum for a down payment a new pathway to homeownership.

Federal land is the foundation of the strategy

The Canadian government provided Build Canada Homes with an initial $13 billion investment to help finance and launch affordable housing construction projects across Canada. The affordable housing projects under Build Canada Homes will utilize federal public lands as a central tool to reduce land costs, streamline construction and support affordability.

By bringing Canada Lands Company into the Build Canada Homes portfolio, Build Canada Homes has gained access to the federal government’s land portfolio, including 88 federal properties identified as suitable for housing. Build Canada Homes can lease or discount surplus and underused public lands to partners, reducing development and construction costs and supporting affordability targets.

Canada’s Housing Minister Gregor Robertson has described Build Canada Homes’ use of federal lands as a generational decision that will play a key role in ensuring everyone in Canada has a place to live.

While the majority of underused federal lands identified by the Canada Public Land Bank are in Ontario, there are public lands under consideration for project implementation across the country. As of time of publication, the Canada Public Land Bank has identified three British Columbia properties, located in Port Moody, Vernon and Vancouver, in the open-for-feedback phase.By contrast, Ontario has 46 properties under consideration, all of which are either open for feedback, accepting submissions or reviewing submissions.

Despite most of the initial opportunities being in Ontario, the government has instructed federal ministers to identify lands owned by their departments that may be suitable for housing construction beyond the 88 federal properties listed on the Canada Public Land Bank. As federal ministers continue to identify underused public lands, more opportunities to build affordable housing may arise in British Columbia.

From policy to projects: Build Canada Homes starts building

Build Canada Homes has begun implementing its strategy to optimize federal lands through six initial direct-build projects expected to deliver approximately 4,000 homes on federally owned sites.

As the planning process for the initial six build projects continues, Build Canada Homes is now selecting partners for the projects, with a focus on partnerships that prioritize Canadian resources, support Canadian industries and create high-paying careers across Canada.

The first six projects include:

Arbo (Toronto): 540 new homes on a portion of the site at Arbo Downsview in Toronto.
Naawi-Oodena (Winnipeg): A partnership between Treaty One First Nations and Canada Lands Company to deliver 320 new homes.
Village at Griesbach (Edmonton): 355 new homes on the northeast corner of the Village of Griesbach.
Pointe-de-Longueuil (Québec): 1,055 new homes located on the St. Lawrence River waterfront in the City of Longueuil.
Heron Road (Ottawa): Approximately 1,100 new homes on the 18-acre federal site 20 minutes outside downtown Ottawa.
Shannon Park (Dartmouth): Approximately 630 new homes on a dedicated parcel.

While the six initial build sites represent a meaningful first step to increase the supply of affordable housing in Canada, B.C. Housing Minister Christine Boyle has encouraged the Canadian government to implement similar direct-build projects in British Columbia. By using available federal properties in the Canada Public Land Bank, and continuing to identify new surplus federal properties, the hope is to see new affordable housing built directly in British Columbia.

In addition to the direct-build projects, Build Canada Homes has secured large-scale partnerships across the nation, including with the City of Ottawa, the provinces of British Columbia, Québec and Nova Scotia, and, through a tripartite agreement, with Nunavut and Nunavut Tunngavik Inc.These partnerships aim to generate capital investment, adopt modern construction practices, accelerate approvals and permitting, and reduce delivery costs.

For example, Build Canada Homes and the City of Ottawa are working together to support 3,000 new mixed-income and affordable homes, with construction supported by up to $400 million in federal and municipal contributions. The City of Ottawa has also committed to waiving fees, expediting approval and permitting processes, and providing property tax exemptions to help reduce costs and maintain affordability for residents.

In British Columbia, Build Canada Homes is exploring partnership opportunities through the Canada-British Columbia Partnership on Condo Conversion project (British Columbia condo conversion project). While the British Columbia condo conversion project is an opportunity to increase the supply of affordable housing in Canada, the initiative has attracted more public scrutiny than some of the other announced partnerships.

B.C.’s condo conversion project: Housing tool or developer bailout?

Under the British Columbia condo conversion project, launched on June 18, 2026, the federal and British Columbia governments aim to use financing tools to convert more than 2,200 vacant condo units into affordable homes through Build Canada Homes and BC Housing.

The proposal has drawn criticism from some commentators as a potential developer bailout that will artificially prop up housing prices rather than allow market forces to drive prices down to what Canadians can afford. However, some commentators are optimistic about the initiative, suggesting it could be a practical way to convert existing unsold inventory into affordable housing if the acquisition terms are appropriately structured.

While the details of the acquisition structure are still under consideration, the federal government has stated the condos will be purchased at below-market rates, ideally below the cost of construction. The federal government has also noted that the condos will not be purchased in the City of Vancouver, but rather that the acquisition will focus on regions where the economics work, such as the Fraser Valley, Okanagan and Vancouver Island.

As part of the condo conversion proposal, Prime Minister Mark Carney recently announced that the plan will include a rent-to-buy program aimed at supporting Canadians who are unable to save a large enough lump sum for a down payment. This suggests that at least some converted condo units will be used not only as rental housing, but also as a pathway to eventual homeownership.

Rent-to-buy arrangements typically require monthly payments to the property owner, with a portion of each payment, often called a rent credit, applied toward a future down payment. The occupant may then have an option to purchase the home on an agreed future date without providing the full down payment upfront.

To date, the federal and British Columbia governments have provided limited information about the specific structure of the British Columbia condo conversion project. As more details become available, developers, lenders and British Columbians will have a clearer picture of the project’s implications for affordable housing in Canada.

What to watch next

Taken together, the six initial direct-build projects and announced partnerships appear to be only the beginning. Build Canada Homes is actively accepting and reviewing affordable development project applications on an ongoing basis through the Build Canada Homes portal, creating new opportunities for lenders, municipalities and developers to participate.

The Commercial Real Estate Group at BLG will continue to monitor federal government updates and advise clients on how to leverage and participate in Build Canada Homes programs. If you have any questions, please reach out to BLG’s Commercial Real Estate lawyers.

Ontario Court of Appeal rules on ESA termination clauses: The Baker and Li decisions

Thu, 06 Aug 2026 00:00:00 Z

Two recent Ontario employment law decisions, Baker v. Van Dolder’s Home Team Inc., 2025 ONSC 952, and Li v. Wayfair Canada ULC, 2025 ONSC 2959, have renewed scrutiny of termination provisions that limit employees to minimum statutory entitlements under the Employment Standards Act, 2000 (the ESA). Although both cases address “ESA only” drafting, the lower courts had reached opposing conclusions. Both appeals were argued on March 25, 2026, and the Court of Appeal decisions provide clear guidance for employers.

Why these appeals matter

Employers have increasingly attempted to craft “ESA only” termination provisions to limit exposure to common law notice. However, inconsistent trial decisions have made it difficult to predict when such clauses will be enforced. Taken together, the Baker and Li Court of Appeal decisions provide much needed certainty in Ontario employment law regarding termination clause drafting.

Baker v. Van Dolder’s Home Team Inc.

Background and lower court decision

In Baker, the Ontario Superior Court considered a wrongful dismissal claim arising from a termination without cause. The employer relied on contractual termination provisions that limited the employee’s entitlements to ESA minimums.

Termination clauses in issue (excerpts)

“Termination without cause: we may terminate your employment at any time, without just cause, upon providing you with only the minimum notice, or payment in lieu of notice and, if applicable, severance pay, required by the Employment Standards Act. If any additional payments or entitlements, including but not limited to making contributions to maintain your benefits plan, are prescribed by the minimum standards of the Employment Standards Act at the time of your termination, we will pay same. The provisions of this paragraph will apply in circumstances which would constitute constructive dismissal.”

“Termination with cause: we may terminate your employment at any time for just cause, without prior notice or compensation of any kind, except any minimum compensation or entitlements prescribed by the Employment Standards Act. Just cause includes the following conduct: (a) Poor performance, after having been notified in writing of the required standard; (b) Dishonesty relevant to your employment (such as misleading statements, falsifying documents and misrepresenting your qualifications for the position you were hired for); (c) Theft, misappropriation or improper use of the company’s property; (d) Violent or harassing conduct towards other employees or customers; (e) Intentional or grossly negligent disclosure of privileged or confidential information about the company; (f) Any conduct which would constitute just cause under the common law or statute.”

The lower court had held that both the “without cause” and “with cause” provisions were unenforceable because the repeated use of “at any time”, together with the agreement’s definition of “just cause,” suggested an absolute right to terminate that is inconsistent with the ESA’s restrictions (including prohibitions on termination in certain circumstances, such as during statutory leaves or in reprisal). Relying on Dufault v. Township of Ignace and Waksdale v. Swegon North America Inc., the court concluded that:

A termination clause that misstates the ESA cannot be saved by general ESA compliance language.
The phrase “at any time” incorrectly conveys that an employer’s right to terminate is absolute.
Because one part of the termination regime was unenforceable, the entire termination provision failed, entitling the employee to common law reasonable notice.

Issues on appeal

The appeal in Baker raises issues of broader significance for Ontario employers and employees. As recognized by the Court of Appeal in granting leave to intervene in Baker v. Van Dolder’s Home Team Inc., 2025 ONCA 578 and 2025 ONCA 829, the appeal engages:

Whether contractual language allowing termination “at any time” necessarily violates the ESA;
How strictly courts should scrutinize termination provisions that purport to limit employees to statutory minimums;
The continued scope and application of Waksdale in ESA based termination clause analysis; and
The proper balance between the ESA’s remedial purpose and commercial certainty in employment contracting.

Appeal decision

The Ontario Court of Appeal allowed the employer’s appeal, overturning the lower court decision. The Court found that both the without cause and with cause provisions were ESA compliant. The without cause clause clearly stated that the employee would receive all of their minimum ESA entitlements, and was therefore enforceable. Similarly, the with cause provision remained enforceable because it preserved “any minimum compensation or entitlements prescribed by the ESA”, even though the contractual cause definition was broader than the ESA’s wilful misconduct standard.

Li v. Wayfair Canada ULC

Background and lower court decision

The lower court in Li had reached a different conclusion on similar issues. Mr. Li, a senior employee with less than one year of service, was terminated and paid the ESA minimum of one week’s notice. He challenged the enforceability of his employment agreement’s termination provisions, arguing that they improperly restricted him to statutory entitlements.

Termination clauses in issue (excerpts)

“Termination for Cause: The Company may terminate your employment at any time for Cause without notice, pay in lieu of notice, severance, benefits continuance or other compensation or damages of any kind, unless expressly required by the ESA in which case only the minimum statutory entitlements will be provided.”

“Definition of ‘Cause’: For all purposes in this letter, ‘Cause’ means any wilful misconduct, disobedience or wilful neglect of duty that is not trivial and has not been condoned by the company and that constitutes ‘cause’ under the ESA.”

“Termination Without Cause: After your probationary period concludes, in the absence of Cause, the Company may terminate your employment at any time and for any reason by providing you with only the minimum statutory amount of written notice required by the ESA or by paying you the minimal amount of statutory termination pay in lieu of notice required by the ESA, or a combination of both, as well as paying statutory severance pay required by the ESA, providing benefits continuance for the requisite minimum statutory period under the ESA and all other outstanding entitlements, if any, owing under the ESA.”

In contrast to the lower court in Baker, the lower court in Li upheld the termination clauses, emphasizing that the agreement repeatedly anchored entitlements to ESA minimums and defined “Cause” by reference to the ESA “wilful misconduct” standard. Reading the agreement as a whole, the lower court emphasized that:

The contract repeatedly and expressly tied both “for cause” and “without cause” terminations to ESA standards;
The definition of “Cause” was expressly aligned with the ESA “wilful misconduct” standard;
Unlike in Dufault and Baker, the agreement did not misstate the ESA or omit required categories of entitlements; and
Courts should not invalidate otherwise compliant agreements merely because they restrict employees to statutory minimums, provided the drafting is clear and accurate.

As a result, the plaintiff was limited to ESA entitlements and denied common law reasonable notice.

Issues on appeal

The appeal in Li raised similar issues in Baker, including:

Whether courts may uphold termination clauses that clearly and consistently defer to ESA minimums when read as a whole;
The extent to which “at any time” and “for any reason” language is fatal when coupled with detailed ESA compliance wording elsewhere in the contract; and
How appellate courts should reconcile seemingly divergent trial level authority on termination clause enforceability.

Appeal decision

The Ontario Court of Appeal dismissed the employee’s appeal. The Court upheld the without cause provision because it repeatedly confirmed that the employee would receive no less than the minimum entitlements required by the ESA. The Court of Appeal held that on a plain reading, it was clear that the employer and employee agreed that the employee would receive their ESA entitlements on termination of employment, and therefore there was no reason to hold the clause unenforceable. The phrases “at any time” and “for any reason” were not contrary to law, as they simply restated an employer’s right to terminate the employment relationship, and did not suggest that the employer could do so unlawfully.

The Court declined to revisit Waksdale, because it found the termination provisions in both contracts were enforceable.

Practical takeaways for employers (post appeal)

The decisions clarify that courts should not invalidate termination clauses by straining to find hypothetical ESA inconsistencies. The focus is on whether the clause, read contextually, objectively preserves ESA minimum standards.

The Ontario Court of Appeal decision in Baker and Li clarifies when “ESA-only” termination language will be enforced. Employers reviewing or drafting termination provisions should consider:

Ensuring that the contract complies with ESA minimums in all termination scenarios (both without cause and for cause).
Using clear language showing an objective intention to comply with the ESA.
Not relying on “at any time” or “for any reason” as permission to terminate unlawfully.
Ensuring with cause clauses preserve ESA entitlements unless the ESA wilful misconduct standard is met.

Bottom line: employers may use termination clauses to limit employees to ESA minimums, but only if the agreement, read as a whole, clearly preserves ESA entitlements in all circumstances, and does not purport to authorize terminations or forfeitures prohibited by employment standards, health and safety, human rights, or other protective statutes.

Armed with this new guidance from the Court of Appeal, now is the time to review the termination provisions in your employment contracts.

CCAA vesting orders and Crown royalty arrears: Alberta Court of Appeal confirms finality

Tue, 04 Aug 2026 00:00:00 Z

In Alberta (Energy and Minerals) v Spartan Delta Corp,¹ the Court of Appeal held that Alberta Energy’s claims for both pre-filing and post-filing royalty arrears under leases sold subject to a CCAA vesting order were barred by operation of the joint, but not several, liability created under the Mines and Minerals Act, RSA 2000, c M-17 (MMA) and the wording of the vesting order.

Spartan has important implications and provides much-needed clarity respecting the liability exposure of co-lessees to oil and gas leases.

How the Bellatrix CCAA sale led to Crown royalty arrears claims

This appeal is rooted in the CCAA proceedings surrounding Bellatrix Exploration Ltd. (Bellatrix). Bellatrix was an oil and gas company that held interests as a co-lessee in various Crown petroleum and natural gas leases (the Leases). Canadian Natural Resources Limited (CNRL) was the other co-lessee in the Leases.

During the CCAA proceedings, Bellatrix sold its interests in the Leases to Spartan Delta Corp. (Spartan). The sale to Spartan was approved under an Approval and Vesting Order (the Vesting Order) granted by the Court and the Leases were transferred free and clear of all claims save for limited permitted encumbrances. Bellatrix remained liable for any royalty arrears that arose in the period between the commencement of the CCAA proceedings and the closing date of the sale of the Leases to Spartan in June 2020. An $8.5 million holdback was retained by the CCAA monitor to cover any post-filing claims. The CCAA proceedings were terminated in summer 2022.

Under the MMA, there is a 5½-year period in which royalty amounts are subject to recalculation by Alberta Energy. In November 2024, more than four years after the closing of the sale of the Leases, Alberta Energy issued notices to Spartan and several co-lessees, including CNRL, demanding payment of both pre-filing and post-filing royalty arrears. Spartan, CNRL and the monitor sought relief under the Vesting Order precluding the claims.

What the Alberta Court of Appeal decided on CCAA vesting orders

A. Why pre-filing royalty arrears were barred

The Court of Appeal held that Alberta Energy was not entitled to the pre-filing arrears.

The Court of Appeal held that liability under an MMA lease is joint, not joint and several. Unlike joint and several liability, where each party individually assumes an identical obligation, if joint liability is extinguished for one party it is extinguished for all.

Having determined that the extinguishment of Bellatrix’s liability for pre-filing arrears would extinguish the liability of any co-lessee, the court turned to the wording of the Vesting Order. On the plain language of the Vesting Order, the court found that royalty arrears were intended to be among the claims expunged when Bellatrix’s interests in the Leases were transferred free and clear to Spartan.

In the result, the court held that the Vesting Order barred the claims for pre-filing royalty arrears.

B. Why post-filing royalty arrears were barred

For the post-filing arrears, the Court of Appeal emphasized that Alberta Energy had notice of the holdback but did not claim from it during the CCAA process. Rather, as the CCAA proceedings had concluded, Alberta Energy had informed the monitor that Bellatrix’s royalty deposit was sufficient and that the estate could be closed.

The Court of Appeal found that the CCAA process provided a mechanism for the recovery of post-filing royalty arrears, and Alberta Energy did not use that mechanism or attempt to create a mechanism for possible future royalty adjustments.

In this context, the court held that Alberta Energy’s post-CCAA collection efforts undermined the integrity and finality of the CCAA process and offended fundamental principles of fairness. The court emphasized the “single proceeding” model for insolvency proceedings in its reasons.

Key takeaways for oil and gas co-lessees in CCAA proceedings

The Court of Appeal’s decision demonstrates the intended finality and certainty of CCAA approval and vesting orders and reinforces the importance for any affected stakeholder to participate in settling the terms of the order. The decision also provides a practical demonstration of the effect of the court’s related holding that the MMA creates only joint liability for co-lessees to Crown mineral leases. Provided that the vesting order is appropriately drafted, solvent co-lessees are provided with certainty that historical arrears are extinguished.