doing business in Canada 2 | doing business in Canada Canada is one of the world’s premier locations for business investment. Boasting an exceptional wealth of natural resources, a sound financial system and world-class infrastructure, Canada is known for innovation in a wide range of sectors. And with generous research and development incentives, low corporate tax rates, and easy access to major U.S. markets, Canada is a top destination for foreign companies seeking a foothold in North America.
This is an update to our September 2013 Blakes Bulletin: Increases to Alberta Licensee Liability Rating Program.
DOING BUSINESS IN ALBERTA
November 2013
© Davis LLP 2013 i
TABLE OF CONTENTS
A. INTRODUCTION .............................................................................................................................. 1
B. GOVERNMENT AND LEGAL SYSTEM ......................................................................................... 1
C. TYPES OF BUSINESS ORGANIZATION ....................................................................................... 2
In Kasten Energy Inc. v. Shamrock Oil & Gas Ltd., 2013 ABQB 63, the Alberta Court of Queen’s Bench considered the application of Kasten Energy Inc. (“Kasten”) to appoint a receiver over all of the assets and undertakings of Shamrock Oil & Gas Ltd. (“Shamrock”). The decision in this case presents a useful and concise summary of the applicable test for the appointment of a receiver.
The solar manufacturing industry is suffering from over-capacity. The North American industry is struggling in the face of considerable competition from Asia. There have been several manufacturer bankruptcies in North America and Europe in the past year. As an example, Solar Trust of America and its parent Solar Millenium, a German company, both declared bankruptcy in April of this year. And of course, the investment market i
Timminco Limited (TSX:TIM) has been granted creditor protection under theCompanies' Creditors Arrangement Act until February 2, 2012 by the Ontario Superior Court of Justice. Timminco produces silicon metal for the chemical, aluminum and electronics/solar industries through its 51%-owned production partnership with Dow Corning, known as Québec Silicon. Timminco is also a producer of solar grade silicon for the solar photovoltaic energy industry, through Timminco Solar, a division of its wholly owned subsidiary, Bécancour Silicon.
The Alberta Court of Appeal recently denied an application by Celtic Exploration Ltd. ("Celtic") for leave to appeal a decision from a Companies’ Creditors Arrangements Act (Canada) ("CCAA") proceeding involving Celtic and SemCAMS ULC ("SemCAMS"). The CCAA court found that the parties’ gas purchase agreement had been suspended as of July 2008, and as a result, Celtic could not set off amounts it owed to SemCAMS after that date against indebtedness arising under the agreement.
The Alberta Court of Appeal recently released its decision with respect to the appeal of Brookfield Bridge Lending Fund Inc. v. Vanquish Oil and Gas Corporation and has rekindled discussion as to the risks associated with an Operator’s right to commingle his own general funds with trust funds held for the benefit of Joint Operators.
Facts
Brookfield Bridge Lending Fund Inc. v. Karl Oil and Gas Ltd., 2009 ABCA 99, 5 Alta. L.R. (5th) 1; on appeal from 2008 ABQB 444, 96 Alta. L.R. (4th) 329.
Vanquish Oil and Gas Corp. (“Vanquish”) operated certain oil wells. Under the 1990 Canadian Association of Petroleum Landman Operating Procedure under which Vanquish operated these wells, Vanquish was to receive well revenues in trust, it could commingle revenues with its other monies, and was to pay the revenues “only to their intended use”.
Vanquish Oil & Gas (“Vanquish”), now in receivership, was a trustee under a joint operating agreement for an oil well. It was required to remit 45% of the well’s net production proceeds to a proportional owner - either Karl Oil and Gas Ltd. or Choice Resources Corporation (who disputed the entitlement at the time).