Copyright Infringement: Balancing Public Policy and Beating Motions to Dismiss

Copyright Infringement: Balancing Public Policy and Beating Motions to Dismiss

Jul 29, 2024 | Article

Elizabeth S. Dipchand, Zach Nickels

Whether it’s in Canada, the US or other countries, copyrights are a balancing act. Through laws and public policies, copyrights are designed to encourage the creation and sharing of art, music and other works while preserving their authors’ ability to reap the just rewards from their efforts such as attribution and profits;[1] it’s a balance between extensive rights granted to authors against their limited scope and reach.[2] But scope and reach considerations invoke broader questions – where is the appropriate line drawn between an author’s economic or moral copyrights and works in the public domain against the expansive backdrop of the ideas available for all to draw upon for inspiration?

In recent years, prior copyrights have been enforced against major recording artists putting this very threshold question at issue, and these are not a new phenomenon. From Chuck Berry demanding credit for The Beach Boys’ Surfin’ USA in 1963,[3] The Rolling Stones suing The Verve over Bittersweet Symphony in 1997, [4] to Marvin Gaye’s estate suing Robin Thicke and Pharrell Williams over Blurred Lines in 2013[5]  there have been a number of high-profile cases copyright infringement cases concerning sound recordings over the decades.

But what about cases that may have a wider impact? Some of these copyright actions, such as Led Zeppelin’s unsuccessful suit against Spirit over the opening bars of Stairway to Heaven, are narrower in scope; other claims can implicate genres of music more broadly. A recent claim filed in the United States District Court’s Central District of California may prove to be such a case, which could have a significant impact on the reggaeton music genre – if successful. For comparative purposes, we have contrasted this case with a recent Canadian action for copyright infringement concerning another modern hit song which was ultimately unsuccessful as a result of its failure to withstand a motion to dismiss.

Reggaeton Beat’s Common Ancestor?

On April 21, 2023 Jamaican music producer Cleveland Browne and the estate of the late Wycliffe Johnson filed a copyright infringement claim[6] involving a bunch of prominent reggaeton artists like Bad Bunny, Luis Fonsi, Danny Ocean and J Balvin, among others. An instrumental percussion piece called Fish Market recorded in 1989 is at issue, as well as other copyrighted derivations. Fish Market is described as “groundbreaking upon its creation” and, divided into 58 groups, form the basis of infringement allegations implicating the works of dozens of famous reggaeton artists.

As is common in copyright claims concerning famous artists, the Defendants brought motions to dismiss arguing that the claim lack a cogent legal theory and sufficient facts to establish liability; as well, they argued that the Plaintiffs’ failure to register any copyrights and file any action for thirty years after Fish Market’s creation raised estoppel and implied license issues.

Ultimately, the Defendants were not successful and the case continues in California; the court found that the estoppel argument turned in part on disputed facts and it was improper to resolve the case this early. While much is yet to be seen, this lawsuit, if successful, may have significant ripple effects and potentially monopolize an entire genre of music – the very issue of balancing the public interest in the dissemination of works with an appropriate award for authors.

Action for Copyright Infringement STAYed

In contrast to Fish Market, many claims for copyright infringement fail to survive early-stage motions to dismiss for a variety of reasons.  A recent example of this can be found in the Canadian Federal Court case of Alam which was unable to survive its motion to dismiss, where the outcome of the Court’s decision came down to the fundamental defects in the claim rather than any considered copyright-dichotomy balancing act. This case, however, is an example of a more traditional copyright infringement case related to a specific work with a more-narrow scope of alleged infringement.

In Alam v Drew Bieber,[7] a self-represented litigant sought default judgement against Justin Bieber and $8M in damages for copyright infringement relating to the song STAY. The Defendant brought a motion to dismiss the action, but unlike the Fish Market case, the plaintiff’s claim read like a disjointed kitchen sink, rife with deficiencies. The claim made “bald and general allegations” of IP rights infringement including copyrights, trademarks and patents without any reference to specific IP or relevant statutory provisions. The claim also rather bizarrely referred to trade secrets and allegations that the Defendant had “stolen” the Plaintiff’s work over which the Federal Court of Canada does not have jurisdiction.

With respect to copyright allegations, the Court decided that it was plain and obvious that the claim lacked material facts and did not disclose a reasonable cause of action; the Plaintiff claimed the allegedly infringed song was recorded on an iPhone but deleted that same day, there were no earlier recordings, no out-takes, no draft of the written lyrics, and that the alleged author did not work with anyone else and there were no witnesses. Further, the Plaintiff made allegation that the Defendant had or actually accessed their song which is a necessary element in establishing copyright infringement.[8]

Take Aways

The Alam case is a typical example where, if successful, the scope of its impact would likely be limited to the specific song at issue. By contrast, the Fish Market case, while not yet decided, could potentially have the restrictive impact of limiting musical expression in the genre of reggaeton music. However, both of these cases showcase that while copyright claims can involve the balancing of public policy concerns, it is absolutely necessary for a claimant to plead sufficient material facts that disclose a reasonable cause of action to survive motions to dismiss at the outset.

 

[1] CCH Canadian Ltd v Law Society of Upper Canada, 2004 SCC 13 para 10 (“CCH”); Théberge v Galerie d’Art du Petit Champlain Inc, 2002 SCC 34 paras 30-31 (“Théberge”).

[2] CCH para 10; Théberge paras 30-31.

[3] Surfin’ USA was admitted by The Beach Boys songwriter Brian Wilson as a “re-write” of Berry’s Sweet Little Sixteen.

[4] Bittersweet Symphony’s was claimed to have used the Andrew Oldham Orchestra’s cover of The Rolling Stone’s track The Last Time as a sample and resulted in settlement.

[5] Blurred Lines was found by a Central District of California Court to have infringed Marvin Gaye’s 1973 hit Got To Give It Up.

[6] Cleveland Constantine Browne et al v Rodney Sebastian Clark Donalds et al, Case Number 2:21-cv-02840.

[7] Alam v Drew Bieber, 2024 FC 499 (“Alam”).

[8] Authorial originality is a complete defence to copyright infringement.

Copyright Infringement: Balancing Public Policy and Beating Motions to Dismiss

Patent Protection Depletion: Titanium Powder Patents Rendered Invalid for Ambiguity 

Jul 23, 2024 | Article

Jennifer Ko, Zach Nickels

The recent decision of the Federal Court in Tekna Plasma Systems Inc v AP&C Advanced Powders & Coatings Inc, 2024 FC 871 provided detailed insights into the concept of invalidity on the basis of ambiguity and patent law’s fundamental requirement that the scope of a patent’s protection be reasonably predictable and clear to the public.

Although ambiguity-based invalidity is uncommon in Canadian patent litigation, the decision serves as an important reminder of the fundamental requirement that patent claims define distinctly and in explicit terms the subject matter of the invention for which an exclusive privilege or property is claimed.

The Parties

The case concerned Tekna Plasma Systems Inc. (“Tekna”) and AP&C Advanced Powders & Coatings Inc. (“AP&C”), two parties engaged in the manufacture of metal powders used in the growing additive manufacturing industry.

The Facts

The patents at issue, Canadian Patent 3,003,502 (the “’502 Patent”) and 3,051,236 (the “’236 Patent”), were owned by AP&C and relate to production of reactive metal powders that are particularly useful in additive manufacturing. Additive manufacturing includes processes such as 3D printing where three-dimensional objects are created by depositing and solidifying materials layer by layer, as opposed to subtractive manufacturing which removes material to create objects (e.g. milling). Tekna sought declarations that the patents were invalid and not infringed. AP&C counterclaimed that Tekna’s production of titanium alloy powders infringed its patents.

Most of the claims in the patents described processes for manufacturing metal powders through gas atomization, whereby a metal source is melted and subjected to high velocity gas flow which breaks the molten metal into droplets, which later cool and solidify as powder particles. Generally, this gas atomization process creates a surface layer on the metal particles, which according to the claims of the ‘502 Patent are comprised of a depletion layer composed of atoms of the metal and atoms of the additive gas and a second native oxide layer.

Central to the claims of both of the patents was this concept of the depletion layer at the surface of the reactive metal particles. Specifically, each of the claims of the two patents included the formation of a depletion layer or a system configured to control a depletion layer’s formation as essential elements.

As such, the meaning of depletion layer and the question of whether a person of ordinary skill in the art, in light of their common general knowledge, would know whether a particle had a depletion layer by reading the patents, were central issues to the dispute.

The Court’s Findings

Key to the Court’s decision, the term depletion layer was held to not be a term of art, but as suggested by counsel for AP&C, rather a “term of patent” coined by the inventors. Accordingly, AP&C proposed a construction in which the existence of a depletion layer in a subject particle is to be determined by conducting a comparison of the oxygen concentration profile of the subject particle to that of a particle made without additive gas (the “Comparative Approach”).

By contrast, some of the claims in the ‘236 Patent explicitly set out what a depletion layer was and described when a powder particle did or did not have one, and thus the Court held these claims to be valid and rejected Tekna’s utility and overbreadth arguments concerning them. However, AP&C did not assert that Tekna infringed any of the valid claims of the ‘236 Patent, and as such, the issue of validity was determinative of the claim.

Ultimately, the Court held that neither the disclosure nor the claims of the ‘502 or ‘236 Patents instructed the reader to undertake the Comparative Approach, and that AP&C was effectively seeking to read its Comparative Approach into the disclosure before subsequently reading it into the claims of the patents. Moreover, the Comparative Approach was not even an approach that AP&C’s own expert suggested would be understood from the claims of either patent.

With the exception of the few claims in the ‘236 Patent, it was impossible for a skilled reader to know or determine whether or not a powder particle had a depletion layer as contemplated by the claims. As a result, the Court determined that the ‘502 patent was invalid and not infringed by Tekna, and that most of the claims of the ‘236 Patent were similarly invalid and not infringed.

Key Takeaway

This case serves as a stark reminder to applicants and their patent agents that while patent claims need not be perfect or a model of lucidity, and a lack of clarity or potential for competing constructions alone is not necessarily fatal, if insufficient information is included in the claims to allow the skilled person to know what does and what does not fall within the scope of the claims, it is, as characterized by the Court, “a self-inflicted wound [that] cannot be corrected by imposing or reading in new standards of reference that are not found in the patent and cannot be reasonably understood from the claim language as drafted.” In particular, patent applicants and their agents should not overlook the need to clearly define any essential terms that are “terms of patent”, coined by inventors, that are not terms of art, to mitigate the risk of the patent being invalidated for ambiguity.

Copyright Infringement: Balancing Public Policy and Beating Motions to Dismiss

Protecting Investments: Lessons From a Noteworthy Restrictive Covenant Ruling

Jun 6, 2024 | Article

Gregory M. Prekupec, Farai Munyurwa

The recent decision in Dr. C. Sims Dentistry Professional Corporation v. Cooke, 2024 ONCA 388, provides critical insights into the enforceability of restrictive covenants within business purchase and sale agreements. The case highlights several important principles that not only clarify the legal framework but also has significant implications for buyers and sellers.

The Facts

In July 2017, Dr. Sims purchased all the shares of Dr. Cooke’s dental practice for $1.1 million. The agreement contained a non-competition clause prohibiting Dr. Cooke from directly or indirectly practicing dentistry within a 15 km radius of the acquired practice for a period of five years. Further to that clause, Dr. Cooke was to remain employed by the dental practice for a period of two years or until employment was terminated with sufficient notice. Two and a half years later, Dr. Sims gave a notice of termination to Dr. Cooke and he stopped working in the practice at that time. Months later, Dr. Cooke expressed his intention to practice dentistry at a practice 3.3 km away from the recently acquired practice, asserting that the non-competition clause was unenforceable. Dr. Sim’s rejected this assertion and brought legal proceedings against Dr. Cooke which were decided in Dr. Sim’s favor. Dr. Cooke appealed this decision citing that the trial judge erred in concluding that the clause in the agreement was reasonable.

Findings and Key Takeaways

The Ontario Court of Appeal dismissed the appeal and awarded costs to the respondent citing that the trial judge had not erred in concluding that the clause was reasonable in terms of duration and geographic scope. This decision reinforces the Courts long standing position that it will not interfere and invalidate restrictive covenants in cases where both parties willing and freely enter into a contract agreement with adequate legal representation and equal bargaining power. This reinforces the autonomy of parties in crafting agreements that protect their interests.

In terms of geographic scope and duration, the Court’s decision sets a benchmark for future transactions by establishing that such covenants are reasonable in this context. This is especially important in industries where client relationships and trust take years to build and the activities of a seller post-sale can affect the value of the acquired practice.

This case will set a precedent that will guide future cases on the enforceability of restrictive covenants. By focusing on reasonableness, the Court offers a reference point in future cases deciding similar issues.

Overall, this decision underscores the importance of drafting, clear, reasonable covenants to protect business investments by reiterating that restrictive covenants will be enforced, given that they are indeed reasonable and mutually agreed upon.

We understand the pivotal role that well-drafted restrictive covenants play in protecting business investments. For more information on the enforceability of restrictive covenants or to discuss the implications of recent legal decisions, contact Gregory Prekupec at [email protected].

Copyright Infringement: Balancing Public Policy and Beating Motions to Dismiss

Navigating the New Ontario Securities Commission Test Lab Registration Exemptions

May 24, 2024 | Article

Gregory Prekupec,  Rahul Gupta

  1. The Importance of the Ontario Securities Commission TestLab

The Ontario Securities Commission (the “OSC”) is continuously looking for innovative ways to reduce the regulatory burden for businesses to raise capital and accelerate innovation. One way this is accomplished is through the OSC TestLab; a platform for the OSC to experiment with new initiatives that aid early-stage capital raising.

Recently, the OSC announced 4 new test policies to help achieve this end:

A. the early-stage business registration exemption (Ontario Instrument 32-509 Early-Stage Business Registration Exemption (Interim Class Order)),
B. the angel investor group registration exemption (Ontario Instrument 32-508 Not-For-Profit Angel Investor Group Registration Exemption (Interim Class Order)),
C. the self-certified investor prospectus exemption (Ontario Instrument 45-509 Report of Distributions under the Self-Certified Investor Prospectus Exemption (Interim Class Order)), and
D. simplified distribution reporting (Form 32-509F2/45-509F1 Alternative Report of Exempt Distribution)

Early-Stage Business Registration Exemption

Prior to this policy, businesses looking to raise capital may have become “in the business of trading” securities which would require them to register as a dealer. The OSC expanded the list of available exemptions to allow for capital raising for up to $3M and certain marketing activities. This exemption applies when: (i) where the business is working through a registered dealer or (ii) where the business is working with an intermediary who is exempt from registration.

Angel Investor Group Registration Exemption

Not-for-profit angel investor groups provide capital, education, and other vital support to early-stage businesses. Similar to the above, angel investors may also become “in the business of trading” securities which would require registration. The OSC now temporarily allows angel investors to use the new dealer registration exemption.

Self-Certified Investor Prospectus Exemption

Previously, exempt issuers which distribute securities were required to file Form 45-106F1 within 10 days of any distribution. This new test policy exempts issuers from this filing requirement to reduce the regulatory load.

Simplified Distribution Reporting

The OSC has released a simplified e-form for quarterly distribution reporting which does not carry an associated fee for companies that are using any of these new test policies.

  1. Potential Opportunities to Propel Your Business

New businesses play a crucial role in advancing Ontario’s innovative and competitive edge. The test policies that the OSC released are intended to allow early-stage businesses to raise capital with less regulatory burden. The temporary nature of these policies will allow the OSC to analyze their efficacy to take a balanced approach for implementing long-term solutions.

We recognize the critical role securing the right capital providers plays in business growth. For more information about the capital raising process or any of the new policies, contact practice partner Gregory Prekupec at [email protected].

Copyright Infringement: Balancing Public Policy and Beating Motions to Dismiss

Navigating Business Partnerships: Insights from the Cameo Knitting vs. Kodiak Legal Dispute

Apr 24, 2024 | Article

Avram Musafija, Gregory Prekupec 

Background of the Cameo Knitting vs. Kodiak Legal Dispute
In a recent and noteworthy legal dispute, 4207602 Canada Inc., operating as Cameo Knitting, found itself entangled in a legal battle with Kodiak Group Holdings Co. This legal tussle, adjudicated by the Superior Court of Quebec, arose from Kodiak’s unilateral decision to terminate its longstanding partnership with Cameo Knitting—a distributor of socks and other apparel featuring Kodiak’s trademarks across North America.

Causes Behind the Sudden Dissolution of the Partnership
The sudden dissolution of this two-decade-long collaboration stemmed from various factors, including conflicts over royalty payments, the terms of their renewal agreement, and allegations of Kodiak negotiating in bad faith. Cameo Knitting’s strategic move to withhold royalty payments, safeguarding these funds in trust during renewal negotiations, highlights the intricacies of maintaining long-term business partnerships. Exacerbating the situation were disagreements over renewal terms, claims of Kodiak’s bad faith negotiations, and significant shifts in business strategies—most notably, the cessation of Kodiak boot distributions through major retailers like Costco and Walmart, resulting in substantial business losses for Cameo Knitting.

The Impact of Kodiak’s Actions on the Partnership and Business Strategy
Despite the extended duration of their partnership, Kodiak’s actions unequivocally conveyed that “business is still business,” emphasizing that even longstanding associations are susceptible to breakdowns, irrespective of accumulated goodwill.

Legal Proceedings: The Quebec Superior Court’s Provisional Injunction
The Quebec Superior Court’s provisional injunction in favour of Cameo Knitting, halting Kodiak’s termination notice, underscores the delicate balance courts must strike between enforcing contractual obligations and recognizing the fluid nature of business dynamics.

Lessons for Businesses in Contract Renewals and Dispute Resolution
This interim decision spotlights the critical importance of clear communication and maintaining good faith in negotiations, while also acknowledging the potential harm that abrupt terminations can inflict on a company’s operations and reputation. This case serves as a cautionary tale for businesses navigating the complex terrain of contract renewals and disputes, underscoring the need for foresight and fairness in commercial dealings.

Relevance of the Cameo Knitting Case for Businesses Across Jurisdictions
Although this legal precedent may not directly apply in Ontario, its lessons hold significant relevance for business owners across various jurisdictions. The emphasis on meticulous contract drafting, the imperative of sustaining good faith throughout negotiations, and the nuanced judicial considerations involved in resolving commercial disputes should not be underestimated.

Key Takeaways from the Legal Dispute Between Cameo Knitting and Kodiak

  • Causes of Dissolution: The termination resulted from conflicts over royalty payments, disagreements on renewal terms, and accusations of Kodiak negotiating in bad faith.
  • Business Impact: The cessation of Kodiak boot distributions through major retailers like Costco and Walmart significantly impacted Cameo Knitting’s business, leading to substantial losses.
  • Legal Proceedings: The Quebec Superior Court granted a provisional injunction in favour of Cameo Knitting, emphasizing the delicate balance courts must maintain between enforcing contractual obligations and recognizing the dynamic nature of business.
  • Importance of Communication and Good Faith: The critical role of clear communication and maintaining good faith in negotiations is highlighted, underscoring the potential harm abrupt terminations can cause to a company’s operations and reputation.

Conclusion: Avoiding Contractual Conflicts Through Clear Agreements and Negotiations
The content of this article is meant for general information purposes and is not to be regarded as a legal opinion. Individuals are encouraged to seek legal advice pertaining to their specific circumstances. If you seek legal assistance, please reach out to Gregory M. Prekupec at [email protected].

Copyright Infringement: Balancing Public Policy and Beating Motions to Dismiss

True (Delaware) North Strong: How Alberta’s Amended Business Corporations Act Stacks Up Against the Ontario and Federal Statutes

Jan 8, 2024 | Article

By Mercedes Simon, Gregory Prekupec

On May 31, 2022, Alberta’s Business Corporations Amendment Act, 2021 was proclaimed into force, bringing significant changes to the Alberta Business Corporations Act (“ABCA”). This came as part of a larger series of legislative changes enacted in late 2020 under the Red Tape Reduction Implementation Act, 2020 which aimed to- as the name suggests- cut the red tape in 12 pieces of legislation to keep business in the province and invite new business in by making the regulatory and administrative aspects faster and less burdensome. Unsurprisingly, this move was compared to the U.S. state of Delaware, whose General Corporation Law resulted in an explosion in business entities moving to the jurisdiction.

In part, Alberta’s bid is possible because Canadian businesses enjoy the privilege of incorporating in their jurisdiction of choice. This can often be a strategic move, as choosing a jurisdiction with less red tape, tax advantages, and other business-friendly provisions can be financially strategic.

But how does “Delaware North” stack up to similar provincial and federal legislation? The chart below provides a breakdown of the ABCA’s amendments, as compared to the Business Corporations Act of both the federal and Ontario governments (“CBCA” and “OBCA”, respectively). As can be seen, in many cases the ABCA is not pushing the envelope as much as it is removing redundancies and bringing outdated provisions more in line with other jurisdictions.

In the case of residency and registration requirements, Alberta is craving a different path, departing from the increasing move towards corporate accountability seen in Ontario and federally. Similarly, by allowing a wider range of transactions and opportunities which the corporation might take advantage of, the province now has what is undoubtedly the most investor-friendly corporate statute. While the ABCA amendments will surely be advantageous for investors, possible implications surrounding corporate accountability and liability will remain to be seen. Already, in a King’s Bench decision on September 2023, the Court rejected a defendant’s interpretation of the self-interested transactions provision (see below) to seek compensation for managerial work while also being a voting shareholder.

ABCA (Old) ABCA (New) OBCA CBCA
Shareholder/ “Transparency” Register
n/a No requirement Must have a register of “individuals with significant control” Must have a register of “individuals with significant control”
Director Residency Requirement
At least 25% must be resident Canadians No requirement – board appointments can be from any place of residence

No requirement – board appointments can be from any place of residence*

 

 

*This was amended in 2021

 At least 25% must be resident Canadians

Corporate Opportunity Waivers (COWs)

 

 

Here Alberta has taken direct inspiration from Delaware, who has offered COWs since 2000. These waivers run counter to the predominate doctrine in Canada which prohibits fiduciaries (like directors and officers) from personally benefitting from opportunities which ‘belong’ to the corporation.
n/a May waive “any interest or expectancy of the corporation in or to, or in being offered an opportunity to participate” in an opportunity offered/presented by an officer, director or shareholder n/a n/a
Due Diligence Defence
Directors will not be liable for a breach of the duty of care where the director can demonstrate the relied in good faith on the financial statements of the corporation, or the opinion or report of certain people “whose profession or expertise lends credibility to a statement made by that person” Expanded to now include interim financial statements, and the list of people whose “profession or expertise lends credibility to a statement made by that person” now includes: “person” generally, as well as employees Director will not be liable for breach of duty of care, including reliance in good faith on financial or interim financial statements of the corporation, or the opinion or report of auditor, report or advice of officer/employee, report of certain people “whose profession or expertise lends credibility to a statement made by that person” Same wording as Ontario, but doesn’t specify interim financial statements, and states only “person whose profession or expertise lends credibility to a statement made by that person”
Special Consideration to Nominating Shareholder Interests
n/a A nominee director may now give special (but not exclusive) consideration to the interests of their nominating shareholder n/a n/a
Director Self-Interested Transactions
n/a Directors may vote on agreements where that director may have a material interest but such interested may benefit the corporation n/a n/a
Indemnification & Insurance
Limited to “civil, criminal and administration” proceedings Now extends to “investigate” and “other” proceedings Limited to “civil, criminal and administration” proceedings Limited to “civil, criminal and administration” proceedings
Director/officer must be a direct “party” Extends to proceedings where a director is “involved” Extends to proceedings where a director is “involved” Extends to proceedings where a director is “involved”
Director/officer must be “substantially successful on the merits” and prove they were “fairly and reasonably” entitled to indemnification Must merely prove they had not been “judged by a court […] to have committed any fault or omitted to do anything that [the director/officer] ought to have done” Must prove they had not been “judged by a court […] to have committed any fault or omitted to do anything that [the director/ officer] ought to have done” Must prove they had not been “judged by a court […] to have committed any fault or omitted to do anything that [the director/ officer] ought to have done”
Shareholder Voting by Written Resolution
Unanimity of Shareholders Shareholders representing “at least 2/3 of the shares” of the corporation Unanimity of Shareholders Unanimity of Shareholders
Calling a Shareholder Meeting

Mandatory Minimum Notice Period – 21 days

 

 

 

Maximum Notice Period – 50 days

Mandatory Minimum Notice Period – 7 days

 

 

 

Maximum Notice Period – 60 days

Mandatory Minimum Notice Period – 10 days

 

 

Maximum Notice Period – 50 days

Mandatory Minimum Notice Period – 21 days

 

 

Maximum Notice Period – 60 days
Passing Resolution to Dispense with Auditor Appointment
Unanimity of Shareholders 2/3rds of Shareholders Majority vote Unanimity of Shareholders

Revival of Dissolved Corporation

 

 

Ideally, extending the period of time to revive a corporation should give businesses time to collect and account for assets, resolve possible legal issues and recommence their business.
5 years 10 years 20 years

Not specified in the Act.*

 

 

*However, the federal government’s policy direction lays out the process to revive a corporation, as well as common grounds for refusal (one being the corporation “has been dissolved for a while”, stating 2 years as an example)
Filings
n/a Alberta now has the CORES registry allows for instantaneous filing for some filings, including limited corporation incorporations and amendments to a limited corporation’s articles n/a n/a
Some electronic filings permitted

The ABCA now includes expanded electronic filings, including:

 

 

·         Issuing security certificates

·         Financial statements can be signed electronically; and

·         Shareholders, directors and the corporation can be sent documents electronically

 No similar provision, but some electronic filings permitted No similar provision, but some electronic filings permitted

Arrangements

 

 

This is a court-sanctioned and supervised procedure where a corporation may complete a range of transactions which fundamentally alter the corporation, such as mergers and acquisitions, cancellation or creation of share classes, or amalgamations. The amendments under the ABCA will likely allow for greater flexibility structuring and implementing major changes in a corporation, including any exits.
Meeting of creditors and debtholders must be held prior to court approval of a proposed plan Court may make any order “it thinks fit” in connection an arrangement Court may make any order “it thinks fit” in connection an arrangement Court may make any order “it thinks fit” in connection an arrangement