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Limited partnerships and the CCAA

In theMatter of Forest and Marine Financial Corporation (2009) BCCA 319, the British Columbia Court of Appeal was called upon to consider whether a limited partnership qualifies for protection under the Companies Creditors’ Arrangement Act (“CCAA”). The Court also considered whether, in the circumstances of the case, a stay of proceedings should have been issued with respect to the limited partnership.

Canada, British Columbia, Company & Commercial, Insolvency & Restructuring, Litigation, Borden Ladner Gervais LLP, Debtor, Debt, Limited partnership, Refinancing, Secured creditor, Court of Appeal of England & Wales
An exercise in cross border cooperation: Gandi Innovations Limited, Gandi Innovations Holdings LLC and Gandi Innovations LLC

On May 8, 2009, the Honourable Madam Justice Hoy of the Ontario Superior Court of Justice (Commercial List) granted an Initial Order under the Companies’ Creditors Arrangement Act, R.S.C. 1985, c. C36, as amended (the “CCAA”) in respect of Gandi Innovations Limited (“Gandi Canada”), Gandi Innovations Holdings LLC (“Gandi Holdings”) and Gandi Innovations LLC (“Gandi Texas”) (collectively, the “Gandi Group”).

Canada, Ontario, Insolvency & Restructuring, Litigation, Borden Ladner Gervais LLP, Debtor, Retirement, Empowerment, Title 11 of the US Code, Bankruptcy and Insolvency Act 1985 (Canada), United States bankruptcy court
Directors' liability in the event of bankruptcy

A. THE PROBLEM

Many charities and associations have cash flow challenges, particularly in the current economic situation. They usually budget to break even financially. If some funding does not materialize as expected, they may be forced to close down. Their directors may be at financial risk as a result.

Canada, Employment & Labor, Insolvency & Restructuring, Non-profit Organizations, Borden Ladner Gervais LLP, Wage, Bankruptcy, Legal personality, Interest, Employment contract, Budget, Trade union, Wrongful dismissal, Debt, Liability (financial accounting), Common law, Joint and several liability, Severance package, European Space Agency, Corporations Act 2001 (Australia), Employment Standards Act 2000 (Ontario) (Canada), Canada Labour Code
Rights of trustees in bankruptcy and secured creditors to licenses held by a debtor

The Supreme Court of Canada recently released its decision in Saulnier v. Royal Bank of Canada1 ("Saulnier"), an important case involving fishing licences in the context of a secured lending transaction and an assignment in bankruptcy. This case contains what we believe is significant commentary on classifying certain governmental licences as "property" under the Bankruptcy and Insolvency Act (Canada) (the "BIA") and "personal property" under the Personal Property Security Act (Nova Scotia) (the "Nova Scotia PPSA").

Canada, Insolvency & Restructuring, Litigation, Borden Ladner Gervais LLP, Bankruptcy, Debtor, Interest, Consideration, Personal property, Secured creditor, Tangible property, Royal Bank of Canada, Bankruptcy and Insolvency Act 1985 (Canada), Trustee, Supreme Court of Canada
Court denies request for a sealing order for transcript of Section 163(1) examination under the Bankruptcy and Insolvency Act

In the recent decision of Re Rieger Printing Ink Co., Justice Pepall of the Ontario Superior Court of Justice (Commercial List) considered the right to protection against selfincrimination in a Section 163 examination conducted under the Bankruptcy and Insolvency Act (the "BIA").

Canada, Ontario, Insolvency & Restructuring, Litigation, Borden Ladner Gervais LLP, Bankruptcy, Discovery, Constitutionality, Bankruptcy and Insolvency Act 1985 (Canada), Canadian Charter of Rights and Freedoms, Trustee, Chief financial officer, Supreme Court of Canada
Licenses and Parliament’s lexicon

The Supreme Court of Canada released its decision in Saulnier v. Royal Bank of Canada on October 24, 2008. The decision provides welcome clarification concerning the nature of government licenses and confirms that at least certain kinds of licenses constitute property for the purposes of the Bankruptcy and Insolvency Act (the “BIA”) and for the purposes of Canadian personal property security legislation. The decision is also important because it takes a purposive and commercial approach to the interpretation of bankruptcy and personal property security legislation.

Canada, Banking, Insolvency & Restructuring, Litigation, Borden Ladner Gervais LLP, Bankruptcy, Interest, Personal property, Common law, Secured creditor, Easement, Tangible property, Bénéfice, Royal Bank of Canada, Bankruptcy and Insolvency Act 1985 (Canada), Personal Property Security Act 1990 (Canada), Supreme Court of Canada
Restructuring without a plan

On 15 August 2008, the British Columbia Court of Appeal released its reasons for judgment in Cliffs Over Maple Bay Investments Ltd. v. Fisgard Capital Corp. (CA036261). Tysoe J.A., for the court, said that a CCAA stay of proceedings “should not be granted or continued if the debtor company does not intend to propose a compromise or arrangement to its creditors.” CCAA filings designed to permit a debtor company to carry on business and to run a sales process for the sale of all or a substantial portion of the debtor company’s business is relatively common.

Canada, British Columbia, Insolvency & Restructuring, Litigation, Borden Ladner Gervais LLP, Debtor, Mortgage loan, Standard of review, Stakeholder (corporate), Refinancing, Companies' Creditors Arrangement Act 1933 (Canada), Court of Appeal for Ontario
The chronicles of property of the bankrupt: trustees, interim receivers and the law of trusts

In Re Norame Inc. (2008), 90 O.R. (3d) 303(Ont. C.A.), the Ontario Court of Appeal was again called upon to consider various issues of importance to insolvency practitioners. In a decision released on April 28, 2008, Mr. Justice LaForme delivered the judgment for the Court of Appeal and in so doing dismissed the appeal of Paddon + Yorke Inc., in its capacity as trustee in bankruptcy of Norame Inc. (the "Trustee").

Canada, Ontario, Insolvency & Restructuring, Litigation, Borden Ladner Gervais LLP, Bankruptcy, Involuntary dismissal, Common law, Ally Financial, Bankruptcy and Insolvency Act 1985 (Canada), Trustee, Court of Appeal of England & Wales, Court of Appeal for Ontario, Ontario Superior Court of Justice
Secured claims in proposal proceedings

In the recent decision of Re WorkGroup Designs Inc.,1 the Ontario Court of Appeal considered the provisions of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3 (the "BIA") which relate to valuing and determining the claims of secured creditors in proposal proceedings under the BIA.

Background

Canada, Ontario, Insolvency & Restructuring, Litigation, Borden Ladner Gervais LLP, Bankruptcy, Unsecured debt, Statutory interpretation, Liquidation, Secured creditor, Royal Bank of Canada, Canada Revenue Agency, Bankruptcy and Insolvency Act 1985 (Canada), Trustee, Court of Appeal for Ontario, Ontario Superior Court of Justice, Court of Appeal of Singapore
The pension implications of the Wage Earner Protection Program

On July 7, 2008, the Wage Earner Protection Program Act (the "WEPPA") was proclaimed into force, along with complementary amendments to the Bankruptcy and Insolvency Act (the "BIA") and other related statutes. The new program protects a limited amount of the unpaid wages of employees when an employer becomes bankrupt or is placed into receivership, and the amendments to the BIA provide for the priority of some un-remitted pension contributions.

The Wage Earner Protection Program (the "WEPP")

Canada, Employment & Labor, Insolvency & Restructuring, Borden Ladner Gervais LLP, Wage, Bankruptcy, Income tax, Retirement, Remand (court procedure), Preferred stock, Severance package, Bankruptcy and Insolvency Act 1985 (Canada)