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FINANCIAL & BANKING SERVICES
The financial services industry is one of the most competitive and highly regulated sectors in the market. Players in this market need financial services and banking lawyers who are experts in sophisticated transaction structures and complex banking regulations and who can anticipate and successfully navigate industry change. Banks, major international financial institutions, hedge funds, private equity funds, corporate and government institutions turn to McMillan LLP for our expertise in domestic and international market trends, financial services legislation, our commitment to exemplary client service and our global relationships that enable us to swiftly execute the most demanding business transactions.
McMillan’s internal expertise and global connections make us the best choice for any large-scale financial services transaction. We work in inter-disciplinary teams to deliver specific expertise across a variety of industries including, mining, aircraft and aviation, energy, life sciences, pharmaceuticals and automotive. Our financial services lawyers maintain a trusted international network of award-winning business lawyers. With such resources, McMillan is highly qualified to facilitate any and all cross-border transactions seamlessly for clients around the world involving the law.
McMillan’s lawyers are recognized by Chambers, Best Lawyers, Lexpert, the International Financial Law Review and Legal Who’s Who.
SECURED LENDING & SYNDICATED FINANCE
Syndicated finance and secured loans are frequent sources of new capital for North American corporations. McMillan’s Financial Services Group has expert insight into the dynamics of today’s financial markets, with a refined understanding of what degree of risk lenders and borrowers are willing to accept in a given market environment.
We represent both lenders and borrowers in a variety of secured lending transactions, including bi-lateral lending, syndicated lending, asset-based lending, subordinated debt financings, acquisition and sponsored financings and debtor-in-possession financings. We advise clients on structuring, documenting and implementing sophisticated financing arrangements tailored to reflect the unique objectives of each transaction. On the lender side, we work with major Canadian and international commercial banks, institutional investors and other financial institutions, while on the borrower side, we assist corporations, private equity groups, sponsors and funds.
For all secured lending transactions that we help facilitate, our focus is on understanding the clients’ objectives in order to deliver creative, practical solutions. Our experience in secured lending is complemented by expertise in workouts, bankruptcy, restructuring, asset liquidation and, when necessary, litigation.
As we have received a number of questions from clients regarding our open banking bulletins, we are putting together an interdisciplinary panel of experts to take a deep dive into the implications of an open banking system in Canada, exciting developments & expectations for further progression.
New protections for whistle-blowers under the Ontario's Financial Services Regulatory Authority Act in effect as of April 29, 2022.
OSFI has released final revisions to Guideline D-5 and IFRS 9, which will take effect on January 1, 2023 to coincide with the implementation of IFRS 17.
In this rapidly evolving business environment, this report from McMillan’s ESG Initiative offers companies and business leaders in Canada an essential overview of ESG developments in regulations, laws and norms that have occurred over the last year.
United Kingdom introduces Economic Crime Bill to expand anti-money laundering capabilities of law enforcement. This Bill portends change to AML laws in Canada.
Today, the Government of Canada released regulations pursuant to the Emergencies Act requiring that certain actions be taken by insurers and other entities.
OSFI published the final revised Guideline B-3, Sound Reinsurance Practices and Procedures and the final Guideline B-2, Property and Casualty Large Insurance Exposures and Investment Concentration.
The Financial Services Regulatory Authority of Ontario submitted its new Unfair or Deceptive Acts or Practices (UDAP) Rule for final approval.
As of December 31, 2021, most LIBOR tenors ceased; some USD LIBOR tenors to continue until June 30, 2023; some GBP and JPY tenors published on synthetic basis.
SRA recently announced their Final Innovation Framework and Test and Learn Environment Guidance, a positive step forward for financial services innovators.
In secured lending transactions, a debtor's cash may form part of the lender's general security or may be deposited with a financial institution to support certain contingent obligations (such as outstanding letter of credits)
An Ontario arbitrator upheld an employer's vaccine mandate for both a site where a 3rd party obligation existed and a related site with no such obligation.
A recent decision by an Ontario arbitrator further affirmed the notion that dishonesty during COVID screening protocols by an employee can lead to termination.
Quebec’s regime for taking security on “monetary claims” and the Uniform Commercial Code regime for taking security on deposit accounts
Senior financial services executives share their perspectives on Canada's proposed open banking framework as the country moves towards implementation.
The authors discuss the Ontario Superior Court of Justice's decision in Cineplex v. Cineworld, a "busted deal" case about interim operating covenants.
Canadian securities regulators announce pilot program permitting a "well-known seasoned issuer" to streamline the filing of a base shelf prospectus process.
Join McMillan lawyers from a variety of legal fields as they walk through the law of blockchain, cryptocurrency and NFTs. This multi-disciplinary webinar will feature content of interest to all levels of experience in this innovative space. Speakers from industry and other jurisdictions are scheduled to appear to provide their insights on background, modern-day compliance and future issues.
On the eve of the 2021 United Nations Climate Change Conference, six of Canada’s largest banks announced they had signed on to the Net-Zero Banking Alliance.
Canada’s Advisory Committee on Open Banking's final report- the privacy and data security implications of an open banking system in Canada.
ARRC formally recommends CME Term SOFR. Term SOFR works similar to LIBOR and is the preferred RFR for business loans.
A BAA is useful for lenders relying on cash collateral in secured lending transactions. We discuss the nature and function of BAAs in the common law provinces.
An overview of the Advisory Committee on Open Banking's final report on bringing open banking to Canada.
The Pay Equity Act, requiring federally regulated employers to develop a comprehensive pay equity plan, takes effect on August 31, 2021
Suppliers and subcontractors in the construction industry should be mindful of a recent unreported decision of the Ontario Superior Court of Justice.
SOFR is the preferred USD alternative RFR to LIBOR. We discuss what SOFR is, the types of SOFR, conventions for SOFR, and using SOFR in loan agreements.
Part of our ESG initiative, this article summarizes existing climate-related insurance initiatives and suggests programs that may be most successful in Canada.
Capital market developments from the CSA regarding non-GAAP financial information.
FSRA has set out its strategic direction and priorities for the insurance sector in its 2021-24 Annual Business Plan.
Climate, Credit & Canada - Growth of Green Bonds, Sustainability-Linked Credit and Net-Zero Banking
Canada's proposed retail payments systems regulatory regime requires payments service providers to be registered. Who exactly is a payments service provider?
On April 30, 2021, OSFI released a letter to all FRIs advising that it has issued the final IFRS 17 Regulatory Forms and Instructions (the “Returns”)
The Alberta Court of Appeal's dismissal of Bellatrix's appeal leaves substantial uncertainty for natural gas market and all derivatives counterparties.
The June 30, 2021 deadline for registered firms and their representatives to comply with the first phase of the CFRs relating to conflicts of interest is fast approaching. The new conflicts of interest requirements will require registrants to review and, where necessary, implement changes to their existing conflicts of interest policies and procedures.
Supreme Court of Canada confirms: hypothecary notices in Québec receiverships are here to stay.
The authors discuss the Financial Consumer Agency of Canada's submission to the Advisory Committee on Open Banking.
FCA announces dates for the official cessation and loss of representativeness of LIBOR. Implications for Lenders.
IBA and FCA expected to make announcement about the official cessation of LIBOR. Timelines for ceasing new issuances of LIBOR loans.
2020 Fintech Year in Review: Canadian Regulatory Developments
Five takeaways from 7636156 Canada Inc. (Re), 2020 ONCA 681.
Refinitiv announced that the calculation and publication of the 6-month and 12-month tenors of CDOR would cease indefinitely effective as of May 17, 2021.
The authors discussion of the Supreme Court of Canada's decision in Chandos Construction affirming the anti-deprivation rule and consider its implications
OSFI opens consultation for Draft Guideline E-4: Foreign Entities Operating in Canada on a Branch Basis, which will replace existing guidelines E-4A and E-4B.
Mandatory Indoor Face Coverings: What Ontario Employers Need to Know
OSFI updates Federally Regulated Insurers on the implementation of the International Financial Reporting Standard
17 as policy work resumes.
With conditions stabilizing across many parts of the country and economic recovery beginning, it is an appropriate time to resume policy work, details to come.
This article identifies key sectoral and other changes to the NAFTA, which will come into effect on July 1, 2020 through the implementation of the CUSMA.
Organizations operating in Canada are advised to immediately review their privacy-related policies and marketing to avoid false or misleading representations
On Friday, May 15, 2020, the electronic chattel paper amendments to the Ontario PPSA finally came into force, nearly a year after receiving royal assent.
Federal Government Relief Programs for Small and Medium Enterprises
What you need to know about the Alberta Government's Bill 12 in relation to Liabilities Management Statutes Amendment Act, 2020.
Further to OSFI's March 27 letter, OSFI announced more adjustments to existing capital requirements for banks and insurers to respond to the impacts of COVID-19
This bulletin provides an overview of the impact COVID-19 may have on financing.
Guide for borrowers to discussing loan defaults and additional credit support with lenders.
On March 27, 2020, OSFI announced a number of sector-specific measures to support federally regulated banks, insurers and private pension plans.
Canada North, CCAA, payroll deductions, deemed trust, priority, Companies' Creditors Arrangement Act, Supreme
Court of Canada
The author discusses the recent trend toward borrower-friendly loan documents and the remedies available to lenders in Canada.
What steps should corporations take to mitigate the risks posed by COVID-19 to the health and safety of their workforce and contractual obligations.
On January 1, 2020, The Insurance Act (“New Act”) and The Insurance Regulations (“New Regulations”) came into force in Saskatchewan, marking the first major overhaul to Saskatchewan’s insurance legislation in decades
An overview of the Advisory Committee on Open Banking's recent report entitled Consumer-directed finance: the future of financial services.
A summary of notable amendments to the federal Bank Act and Insurance Companies Act that Bill C-4 (CUSMA) will bring into force.
Overview of LIBOR; why it is problematic; alternative benchmark rates; readiness of loan market for transition away from LIBOR; and fall-back language
On June 19, 2019, the Standing Senate Committee on Banking, Trade and Commerce (“the Committee”) published a report on open banking entitled Open Banking
The Office of the Superintendent of Financial Institutions (OSFI) has indicated that Guideline B-20 is working, and that the associated “stress test” has improved the resilience of the Canadian financial system.
The Tax Court of Canada (the “Court”) recently confirmed that participation in certain reward and loyalty programs, such as Aeroplan, may have significant tax implications for Canadian banks, and other issuers of credit card products.
On June 17, 2019 major changes to Canada’s Trademarks Act will come into force.
On May 21, 2019, the Canadian federal government released a proposed Digital Charter
What Project Finance Lenders Should Know
There are two levels of government that regulate insurers in Canada.
OSFI published the Technology and Cyber Security Incident Reporting Advisory, which sets out OSFI's expectations for reporting technology and cyber security incidents.
As part of the performance security package for construction projects, project finance lenders (as well as project owners, landlords and government authorities) often require performance bonds from the construction contractor as security for the performance of the contractor’s obligations.
On January 24, 2019, the Office of the Superintendent of Financial Institutions (“OSFI”) published the Technology and Cyber Security Incident Reporting Advisory (the “Advisory”), which sets out OSFI’s expectations for reporting technology and cyber security incidents.
OSFI introduced the Late and Erroneous Filing Penalty ("LEFP") Framework in 2002 as a way to encourage timely and error-free filing.
Overview of Alberta's Recovery Plan announced June 29, 2020 and the new Invest Alberta
On September 18, 2018 the Office of the Superintendent of Financial Institutions issued the final version of its Corporate Governance Guideline
As a result of the adoption of the Financial Sector Reform Act, several key pieces of legislation are amended or replaced entirely.
On August 15, 2018, the CSA announced that certain regulatory authorities will be revoking their registration exemptions that form the "Northwestern Exemption".
On August 17, 2018, the OSFI revised its transaction instructions relating to the consent and reporting obligations of FRFIs entering into transactions
The Canada chapter in Getting the Deal Through - Banking Regulation 2018 provides an overview of the regulations governing the banking industry in Canada
On May 3, 2018, the Canadian Council of Insurance Regulators ("CCIR") and the Canadian Insurance Services Regulatory Organizations ("CISRO") released a joint
On April 19, 2018, the Canadian Securities Administrators (the "CSA") published new draft rules governing the registration of derivatives market participants.
some of the most important interest rate provisions to be aware of
Your Halloween Edition: The Ghost of the Terminated GST/HST Deemed Trust
OSC Grants Exemptive Relief to Token Funder Inc.
Proposed PPSA and RSLA Amendments Clarify Debtor Location Rules and Make VINs Paramount for Motor Vehicle Registrations
Department of Finance publishes Second Consultation Paper with respect to its review of the Federal Financial Sector Framework and OSFI Suspends "Bank Words" Crackdown
Canada has a centrally regulated banking system with a focus on macroprudential regulation and stability of the financial system ...
Bulk or no Bulk - the PPSA is always in style
The Enforceability of Make-Whole Clauses in Bankruptcy
Does the Mac Have Your Back? The Use of Material Adverse Change Clauses in Canadian Loan Agreements
Guideline E-23: The Draft Enterprise-Wide Risk Management Guideline
CSA Release MFDA Oversight Review Report
Fintech at the Crossroads: Regulating the Revolution
CSA Publish Update on Cybersecurity for Market Participants
McMillan is pleased to host the Commercial Finance Association Canada Chapter lunch & learn on September 15, 2016.
OSFI Extends Implementation Date for Pillar 3 Disclosure Requirements
OSFIs Final Guideline on ORM is Less Prescriptive and Levels the Playing Field
Redwater Appeal Creates Continued Uncertainty for Insolvent Oil and Gas Companies in Alberta
Update: Barafield Realty Ltd. v. Just Energy (B.C.) Limited Partnership
Competition Bureau to Study Financial Technology Market Impact
Updates to the Bail-In Regime: Depositor Accounts
Updates to the Bail-In Regime: Introduction of Bill C-15
The 10 most important issues General Counsel should know about Risk Transfer involving Insurance.
Safeguarding Data Transfers of Federally Regulated Entities: Within Canada and Beyond
Budget 2016: Introduction of a Bail-in Regime
Budget 2016: Reporting of Grandfathered New Home Sales
Basel Committees New Standardised Measurement Approach: Best of Both Worlds?
OSFI releases guidelines in response to revised Pillar 3 disclosure requirements
Time to Make it Clear, Part III: CSA Republishes Notice and Request for Comments on Proposed Rules for Mandatory Central Counterparty Clearing of OTC Derivatives
Solar Energy Incentives in Alberta: Its Just the Beginning
Approaching Harmonization: Reporting to Go Live Across Canada
Can the New Crowdfunding Exemption Be Used for Debt Securities?
Getting the Deal Through - Banking Regulation 2015, Canada chapter
On December 10, 2015, the Canadian Securities Administrators published proposed amendments to risk disclosure requirements for mutual funds and exchange-traded mutual funds.
On December 11, 2015 OSFI released a letter notifying stakeholders that it is planning to update the regulatory capital requirements for residential mortgages and home equity lines of credit.
2015 in Review: Significant Increase in Leveraged Investments by the Aboriginal Loan Guarantee Program
OSFI Updates Financial Assessment Criteria for Composite Risk Rating
The Supreme Court of Canada Confirmed Today the Paramountcy of the Bankruptcy and Insolvency Act over License Denial Regimes
Court of Appeal Confirms the "Interest Stops Rule" Applies in CCAA Proceedings
Where's Waldo: New Ontario PPSA Debtor Location Rules Finally Coming into Force
Good News for Lenders and Lessors: 5 Year Cap on PPSA Registrations for Consumer Goods to be Repealed
Mind Your Margin: OSFI Releases Draft Guideline on Margin Requirements for Non-Centrally Cleared Derivatives
New OSFI Guideline on Operational Risk Management
OSFI Publishes Draft of Revised Guideline for Minimum Capital Test For Federally Regulated Property and Casualty Insurance Companies
OBSI and ADRBO Approved as Banking External Complaint Bodies
An international consortium of financial institutions, financial services trade assns & insurance cos founded fTLD Registry Services, LLC to own .bank & .insurance gTLDs
The Federal Budget: What Financial Institutions Need to Know
Quebec Simplifies Grants of Security in Favour of The Agent for a Syndicate of Lenders
Time to Make it Clear, Part II: The CSA Publishes Notice and Request for Comments on Proposed Rules for Mandatory Central Counterparty Clearing of OTC Derivatives
Upcoming Changes to Saskatchewan Insurance Legislation
Supreme Court of Canada upholds solicitor-client privilege settling a 15 year dispute
Different But The Same: Five Additional Provinces Propose OTC Derivatives Trade Reporting Rules
FINTRAC Releases Policy Interpretations Containing Guidance for International Dealers
TSX Proposes New Listing Requirements for Exchange Traded Products, Closed-End Funds and Structured Products
OSFI Issues Final Advisory for Early Adoption of IFRS 9 Financial Instruments for Domestic Systemically Important Banks
OSFI's Revamped, Risk-Based MCT Guideline in Place for 2015
More Amendments, Less Harmony?: Canadian Regulators Propose Amendments to OTC Derivatives Trade Reporting Rules
Time To Make It Clear: CSA Publishes Model Rule On Mandatory Central Counterparty Clearing Of Otc Derivatives
The last word on reporting: final Ontario rules with respect to trade reporting released
CSA Staff Notice 11-326 – Cyber Security
CSA Conducts Review of Proxy Voting Infrastructure
TSX Provides Guidance on Director Election Requirements
Updating to a newer model: CSA derivatives committee revisits model rules for OTC derivatives determination, trade repositories and reporting
Alderville Solar Project Reaches Financial Close
Finders be aware - BCSC proposes to revoke trade-based exemption
New Director Election Requirements for TSX Companies
Listings in Hong Kong by Canadian Companies: a Follow-Up
Advance Notice By-Laws, Part II – the Mundoro Capital Decision
Dual-Listing of Canadian Public Companies on the Hong Kong Stock Exchange
Defensive Tactics – Public Interest Powers of Securities Regulatory Authorities Continue to Evolve – the Fibrek Decision
Can I be excused? Canadian regulators publish consultation paper on end-user exemptions in the OTC derivatives market
Crowdfunding – Could it help finance innovation in Canada?
Advance Notice By-Laws – a Tool to Prevent a Stealth Proxy Contest or Ambush
Reporting for duty: Canadian regulators publish framework for OTC derivatives trade reporting and repositories
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