Craig's Corner For Counsel: Canadian Law

Saturday, November 1, 2008 - 01:00

Last month, The Metropolitan Corporate Counsel outlined some of the key challenges and opportunities for business in Canada. To help guide in-house counsel with their Canadian legal and business transactions, this column will focus on Westlaw's resources in the area.

First, Westlaw has a comprehensive collection of Canadian primary law - cases and statutes as well as harder-to-find regulations and rules. Canadian legal material on Westlaw comes from Carswell, Canada's legal information leader. In addition, Westlaw provides KeyCiteCanada to make it easy to learn the current status of a law and to expand your research to secondary sources. For example, you can use KeyCiteCanada to uncover treatments of tribunal decisions. (KeyCite is West's citation research service).

A good starting place for research is the comprehensive Canada Text & Periodicals database (TP-CANADA) because it contains treatises and texts by Canadian legal experts in many substantive areas. The database also includes the Canadian Encyclopedia Digest, a prominent legal encyclopedia.

Westlaw also offers extensive Canadian securities information. SecuritiesSource (available on the "SecuritiesSrc" research tab on Westlaw) includes all the important Canadian securities law resources in one place. It has information from Canadian provinces' securities commissions or their equivalents, stock exchanges, and other self-regulating organizations. This information is organized by jurisdiction, issuing body and document type. Sources include:

• Ontario Securities Commission Bulletin (OSCB) Immediate cover-to-cover access, including the Insider Reports

• Comprehensive legislative information Securities-related provincial legislation and commission materials (rules, notices, policies, etc.) from across Canada

• Legislative concordance (CANCONCORD) Cross references to all 13 provincial and territorial securities acts from across the country

Securities Newsletter (SECNWS) A weekly electronic newsletter that reports on recent court decisions and other developments in Canadian securities and corporate law.

Securities Law and Practice (COMSECA), by Canadian law firm Borden Ladner Gervais LLPExpert analysis, including annotations of the Ontario Securities Act, commentary on the practical application of each section, the effect of administrative rulings and regulations, and interpretation of similar statutory provisions by Canadian and U.S. courts

Canadian Securities Law Precedents (CANSECLP), edited by Toronto law firm of Davies, Ward, Phillips & Vineberg LLP Expert analysis on prospectus offerings, private placements, management and distribution agreements, purchase and soliciting agreements, agency agreements, takeover bids and offering circulars, issuer bids, amalgamation agreements, and going-private transactions.

From the SecuritiesSource tab, you can also link to other relevant material, such as LIVEDGAR from GSI (Global Securities Information, Inc.) for SEC filings, as well as GSI's SEDAR databasefor real-time access to all Canadian disclosure documents filed since the inception of SEDAR (System for Electronic Document Analysis and Retrieval for Canadian public companies).

Finally, you can use Westclip to monitor business in Canada by clipping databases such as the CANSEC-All database, which contains all of the Canadian SecuritiesSource information, and CANADANEWS, which contains Canadian media, including the Toronto Globe and Mail and many trade and industry publications.