good made by me final actually good

What is regulatory risk?

Risk arising from laws (statutes) that require businesses to operate a certain way; if they fail, the government (not competitors, clients, or consumers) takes legal action against the business.

What forms does governmental regulatory risk take?

Consumer protection and false advertising/deceptive marketing; competition (monopoly/anti-trust) regulation; environmental protection. Enforced by federal, provincial, or municipal government.

What are examples of governmental regulation in Canada?

Canadian/provincial environmental and climate rules (carbon taxes, pipeline approval); Vancouver municipal Airbnb rental restrictions; federal consumer protection rules on false claims about masks/PPE (quality, origin) or "Made in Canada" products.

Why do businesses want laws?

Laws provide clarity and predictability; ensure everyone operates by the same rules; cost of deregulation/no rules is often greater than having rules; rules can create opportunities for innovation, new products, ideas, and performing better than competition.

How can environmental regulation promote economic development, growth, and innovation?

Through Best Available Technology (BAT) driving innovation; creating new markets (clean tech, recycling, plastic alternatives); providing certainty for investment; improving reputation/ESG; and creating competitive advantage.

What obligations does a business have regarding governmental regulation?

Obligations and rules about how you run your business, how you compete with other businesses and try to restrict competition, and how you sell things using contracts with consumers, including online contracts.

What does the Sale of Goods Act do?

Implies warranties and conditions into a sale contract, including product safety.

What does consumer protection legislation do?

Prevents false advertising and deceptive marketing; addresses exclusion clauses used to override warranties; prevents unconscionable transactions; mandates disclosure of important information (e.g., true cost of borrowing).

What consumer protection rules exist for online and electronic commerce?

Rules about spam and phishing, and telemarketing.

What does the Competition Act do for consumer protection?

Prohibits price-fixing and collusion, misleading advertising and deceptive marketing (e.g., health products/claims); regulates what you can get away with saying or claiming and what facts you must disclose.

What do environmental regulations and protections do?

National and provincial rules exist to protect the public from pollution and other harms to the environment and our health.

What is the case study on building oil and gas pipelines in Canada about?

In response to US tariffs/economic coercion, Canadian energy businesses consider mergers/collaboration to build pipelines to new markets. The consortium claims the project will meet domestic and international environmental commitments (including net zero) and will use brand ambassadors (Ryan Reynolds) and social media influencers to build awareness and "social licence" among all stakeholders.

What is the legal risk management "Identification" step for oil and gas pipelines?

Identify laws on competition (market dominant position/abuse? consumer impact?); marketing and false advertising (misleading? net zero objective or subjective? what can you say? disclosure/transparency online?); environmental protection laws (purpose/externalities? jurisdictions? common law + statutes? CEPA + CIAA? impact assessment environmental + social? duty to consult? social licence? Indigenous groups? prevent pollution? emergency management/training? permits? innovation and BAT (BP failure)? carbon neutral/net zero targets by 2035 with international commitments (Paris Agreements)? carbon pricing/tax?); duties to shareholders including reporting on environmental risks, mitigation, disclosures (Client Earth); ESG + SRI opportunities; value to corporation/shareholders in "triple bottom line."

What is the legal risk management "Evaluation" step for oil and gas pipelines?

Costs of compliance; feasibility; profitability; future laws and evolution of regulatory compliance; cost of non-compliance.

What is the legal risk management "Strategy" step for oil and gas pipelines?

Non-compliance; partial compliance; comply & innovate; your strategy; consultation + social licence + reputational value; SRI + ESG opportunities; risk management techniques (insurance, contracts, corporations, limited liability).

Why is competition important and why do businesses want laws to ensure fair competition?

Competition protects consumers and promotes efficiency/innovation. Businesses want fair competition laws for predictability and a level playing field. Markets alone may not sort out competition issues.

What business practices interfere with competition?

(1) Restraint of trade clauses in contracts including employment contracts; (2) mergers and market domination through monopolies; (3) market manipulation through collusion (e.g., price-fixing).

How does the Competition Act prevent monopoly and promote competition?

Uses criminal and civil penalties to (1) prevent conspiracy to manipulate markets through cooperation among competitors such as bid rigging, (2) prevent abuse of a dominant position such as price fixing, (3) prevent certain mergers that create a dominant market position, and (4) provide remedies (stop anti-competitive practice, dissolve the merger, hold merged companies separate).

What is the focus of competition laws?

"Abuse of dominant market position" and impact on the consumer. Consumer harm is the focus because competition laws exist to protect consumers.

What are the key issues in the Facebook/Meta market dominance case?

Does Facebook violate the Competition Act? What percentage of market is needed for "market dominance"? Is market dominance the only issue? What is abuse of market position? Does Facebook abuse its position? Is this only a US issue since Facebook is registered in the US? See EU competition laws cases against Google and Facebook. What risks do these laws create for businesses?

What is the key issue in the gas prices case?

Gas stations raise prices to the same level as competitors (PetroCanada matches Shell). Is this a violation of the Competition Act? Is this price-fixing? The key issue is whether there is an agreement to fix prices — conscious price matching/parallel pricing alone may not violate the law.

What are the key issues in the mobile phones merger case?

Mobile market dominated by Rogers, Telus, Bell. If Rogers attempted to purchase Bell or Telus, or they agreed to a merger, is this a violation? Key issues: size of market share, likely impact of the merger on consumer prices, type of merger. Process: Rogers must inform the Competition Bureau, which investigates market share and likely impact on consumer prices. Is there real competition now? All providers price plans the same? Is this price fixing or collusion? Agreement? Formal?

What is the key issue in the mobile phones price matching case?

All mobile providers seem to price plans the same. Is this price fixing or collusion? Key issue: is there an agreement (formal or informal)? Parallel pricing alone may not prove collusion.

What was the Toronto Real Estate Board (TREB) v Competition Bureau of Canada (2018) case about?

TREB attempted to limit availability of home sale data in a way that prevented other companies from competing and entering the market. The Competition Bureau focuses on ensuring availability of data does NOT interfere with innovation and disruption of markets and competition. The Bureau decided the TREB practice was a violation of the Competition Act.

What is the purpose of consumer protection laws?

Laws federally and provincially protect consumers against false or deceptive claims about products or services, including online claims or sales.

What are the key consumer protection rules/statutes?

Business Practices and Consumer Protection Act (BC); Competition Act (Canada); Consumer Packaging and Labelling Act; Textile Labelling Act; Hazardous Products Act; Food and Drugs Act; Sale of Goods Act; Anti-Spam Legislation.

How does consumer protection law address advertising and marketing?

Consumers are protected from misleading advertising or deceptive marketing, but determining what is misleading/deceptive can be difficult (e.g., what can businesses get away with regarding health products and claims?).

How does consumer protection law address product safety?

Rules ensure products and services meet minimum standards for quality and safety.

How does the Sale of Goods Act protect consumers?

Implies warranties and guarantees when consumers purchase products or services (e.g., implied warranty that the product is safe and will not cause harm).

How does consumer protection law address information disclosure?

Rules promote disclosure of information so consumers can make informed decisions (cost of borrowing, product origin, food ingredients, etc.).

How does consumer protection law address electronic commerce?

Consumers are protected from identity theft, privacy violations, spam and phishing, telemarketing, misuse of data (unless consumer has agreed through a Terms of Use contract).

What is "misleading or deceptive" advertising?

A statement about a "material" fact; deceptive is determined objectively rather than subjectively, with a defence of due diligence (reasonable care); the statement can be on packaging, any marketing including online, by seller/employee/other "agents"; can result in criminal or civil penalties.

What are examples of misleading advertising?

Unsupported performance claims; multilevel marketing plans including pyramid selling; bargain claims for regular prices (MSRP); selling at a higher price than advertised; bait-and-switch selling (only 1 available at that price); incorrect labelling about origin and proper disclosure (Made in vs assembled in); prizes and contests (chances of winning, how many prizes); failure to disclose where product made/assembled and food ingredients, credit card/borrowing rates, or product safety issues (recalls).

What happened in the Volkswagen emissions case?

VW advertised diesel cars as "clean" and "environmentally friendly" but cheated emissions testing. Government regulators found out. VW paid fines for false advertising and over $60 million in the US for Clean Air Act violations. Reputational damage beyond fines.

What happened in the Dannon Activia yogourt case?

Dannon claimed Activia had "special bacterial ingredients" "clinically and scientifically proven" to boost immune system and regulate digestion; sold at 30% more. Customer challenged; Dannon could not provide evidence; fined $45 million. Why make claims? Unethical? Bad business? Should consumers be smarter? What is other damage beyond fines?

What happened in the Kim Kardashian/Diclegis case?

Kardashian used Twitter to sell morning sickness drug Diclegis (Duchesnay) without mentioning side effects or required risk warnings/disclosures, and without indicating she was paid. Violates consumer protection disclosure rules. FDA forced takedown but no fine. Can you tell it is an ad? Does that matter? Was promotion/payment key to the violation? Should celebrities disclose payment? What if they never used the product?

What additional risks arise from selling online and through social media?

Restrictions on spam and online marketing (anti-spam legislation requires consent, identification, unsubscribe); disclosure obligations (must disclose known risks of product AND promoters must indicate if gaining financial benefit).

What is the Natural Health Product Regulations framework?

Requires product licensing, evidence requirements for safety and efficacy, labelling and disclosure, adverse reaction reporting, rules on human clinical trials, disclose warnings and recalls. Health Canada is strengthening regulation through the Natural and Non-Prescription Health Products Directorate (NNHPD).

What happened in the Cold-Fx case?

Sued by a group of consumers (class action) for claiming the product provided short-term relief from a common cold when there was no scientific evidence to support that claim.

What is CASL (Canadian Anti-Spam Legislation)?

Competition Act, CRTC Act, and PIPEDA updated/amended to address online marketing. Businesses cannot send electronic messages to encourage participation in a commercial activity (CEM) unless they have express consent (cannot rely on implied consent) AND must provide a way to "unsubscribe" at no cost.

What are the penalties under CASL?

Sued for damages up to $200 for each non-compliant CEM up to a maximum of $1 million per day; CEOs, officers, and directors can be held personally liable. Only defence is due diligence (drafting/implementing CASL policies, procedures, training).

What are the consumer penalties and remedies?

Right to rescind contract (right to change mind/cooling off period); right to refuse unsolicited goods (don't have to pay); criminal penalties for some offences such as price-fixing and any agreement to restrict competition; civil penalties and damages.

Why create laws about environmental protection and climate change?

Environmental harm (visible or not) such as oil spills or air pollution and climate change; business operations often have environmental impact; health impact; consensus building for projects with community impact; environmental harm does not respect national borders; profitability and sustainability perceived as mutually exclusive.

Who should pay for environmental pollution and degradation?

Debate: Business? Communities? Taxpayers? Laws allocate responsibility based on "polluter pays" and liability principles.

Why do some businesses want environmental laws and regulations?

Predictability, level playing field, innovation opportunities, reputation, social licence, insurance, and investor expectations.

How much should businesses invest to prevent environmental harm and manage risk?

Must determine how much investment is enough — a key risk management decision balancing costs, benefits, reputational value, insurance, and shareholder expectations.

What if shareholders don't want the business to invest in preventing environmental problems?

Conflict between profitability and environmental investment. What is SRI (Socially Responsible Investing)? How do environmental laws create opportunities for innovation? What is "sustainability" and its implications for business? How can a business manage its environmental reputation and risk? Can corporate social responsibility (CSR) be part of the strategy? Cases: Deepwater Horizon; Canadian oil & gas pipeline development and political risk.

What are the types/levels of environmental laws?

Canadian (federal) + Provincial + Local/Municipal + International agreements (sometimes overlap) + Common law.

Who is at risk under environmental laws?

Businesses and corporations (sometimes personal liability), landlords, banks and lenders — whoever is "responsible" including negligent.

What are the most important national environmental laws in Canada?

Canadian Environmental Protection Act (CEPA), Impact Assessment Act, Greenhouse Gas Pollution Pricing Act (and Regulations), Canadian Net-Zero Emissions Accountability Act, Clean Fuel Regulations, Clean Electricity Regulations, Oil and Gas Methane Regulations, Passenger Automobile and Light Truck Greenhouse Gas Emissions Regulations, Fisheries Act, Species at Risk Act, Sustainable Development Act.

What are the most important BC environmental laws?

Environment Management Act, Environmental Assessment Act, Water Sustainability Act, Greenhouse Gas Industrial Reporting and Control Act, Climate Change Accountability Act, Low Carbon Fuels Act, Declaration on the Rights of Indigenous Peoples Act.

What is the difference between legislation and regulations?

Legislation = statute passed by the legislature. Regulations = detailed rules made under a statute by the government/agency.

What is common law environmental liability?

Common law (tort) creates obligations and liability when a polluting substance from a business harms property and causes injury or harm. Examples: negligence, riparian rights, nuisance, trespass, strict liability, Rylands v Fletcher.

What is the Rylands v Fletcher case about?

A reservoir was improperly built leading to overflow that caused damage to another property. Even though there was no intention to do harm, the act of polluting was enough to create liability (strict liability).

What are environmental permits?

Must be obtained in order to conduct certain business activities such as mining, fishing, forestry, and certain types of land use.

What are environmental and social impact assessments?

A process businesses must complete to evaluate risk and obtain approval from government (and communities) before a project can start and be approved. Includes hearings and consultations with impacted communities.

What is the duty to consult?

Laws that obligate businesses to consult with communities potentially impacted by a proposed activity (e.g., pipeline development, mining operation). Does NOT give communities a project veto.

What is social licence?

Community/stakeholder support beyond legal compliance; challenging to obtain (e.g., Indigenous communities where support may differ within the community); important for reputation and risk management.

What environmental reputational risks exist?

CSR and social licence; investors/consumers respond negatively to environmental mismanagement; divestment campaigns targeting oil and gas companies; insurance costs; shareholder litigation (ClientEarth v Shell).

What is the ClientEarth v Shell case about?

NGO/shareholders (ClientEarth) take legal action in the UK against Shell and its Directors (personally) for failing to perform their legal duties (duty of care) by not taking into account the material risks posed to the business by climate change. Climate risk is a board risk; BJR and disclosure/diligence are central.

What is the City of Victoria v Shell case about?

Climate litigation against oil and gas companies for failure to meet climate obligations. Businesses and governments are increasingly sued for climate failures.

What is the purpose of CEPA?

Prevent and respond to environmental pollution in order to promote environmental and human health alongside economic development, particularly sustainable development.

What does CEPA do?

Research, setting standards, guidelines, codes of conduct, monitoring, inspection, prohibited substances, enforcement, remediation, penalties for violation, protect whistleblowers. Government powers: inspection, examine records/computers, require environmental assessments.

What are the business obligations under CEPA?

Duty to report environmental problem or hazard; create pollution prevention plan; due diligence. Penalties: criminal penalties, company officials personally liable unless due diligence, individuals can seek damages from business.

What is the CIAA/Impact Assessment Act?

Projects that may have environmental impact must undergo "impact assessment" to identify and mitigate environmental and social impact, including hearings and consultations with impacted communities. Laws: Canadian Environmental Impact Assessment Act + Provincial rules.

What are the challenges with impact assessment?

How to assess environmental impact, social impact, possibilities for mitigation, and what are the costs associated with environmental harm and mitigation.

What is the purpose of climate change laws?

Balance sustainable economic growth and development with policies that reduce the impact of human activity on climate; promote "clean" energy and business activities such as clean electricity and methane regulations for oil and gas.

What is the difference between carbon tax and cap-and-trade?

Provinces set carbon tax and trading rules. Cap-and-trade: pollution is given a price then traded in markets so carbon emissions are priced by market supply and demand.

What is the Net-Zero Emissions Accountability Act?

Does not impose a carbon price (for individual plants/businesses) but requires national targets, emissions reduction plans, and progress reports.

What is the Greenhouse Gas Pollution Pricing Act + Output Based Pricing System?

Creates an industrial pricing system (separate from consumer pricing).

How do international climate rules affect businesses?

International initiatives on climate change (e.g., Paris Convention) become Canadian law. Governments and businesses have obligations.

What climate litigation and insurance risks exist?

Businesses and governments are increasingly sued for failure to meet climate change rules and obligations (City of Victoria v Shell, ClientEarth v Shell). Insurance becomes harder and costlier as climate change worsens.

What is the Nevsun case about?

Supreme Court of Canada decided Canadian businesses can be held legally responsible in Canada for business conduct outside of Canada, potentially including international environmental obligations.

How do international operations affect environmental obligations?

Businesses operating globally must comply with rules in those jurisdictions (US, EU may be more stringent than Canada — e.g., EU rules on GMO foods, food quality/safety, ingredient and origin disclosure). Lack of environmental rules in some countries can be seen as opportunity or risk.

How do environmental laws create opportunities and encourage innovation?

Compliance innovation; Best Available Technology (BAT) laws require meeting targets but not specific technology; new products, services, and markets (solar, battery, wind, recycling, plastic alternatives); competitive advantage.

What is Best Available Technology (BAT)?

Many environmental laws require businesses to use BAT but do NOT specify exactly which technology — the objective is to meet the environmental target through any number of ways, encouraging innovation.

What is the environmental risk management strategy framework?

Identify laws and obligations (environmental harm, impact assessments, consultation, various levels of government); evaluate compliance at your business (managing environmental risks through monitoring/training, taking advantage of opportunities); evaluate costs/benefits of compliance and risk reduction (financial/reputational harm, investors/shareholders, insurance); evaluate benefits of environmental reputation (CSR, better relationships with consumers and investors).

What are the three main forms of business?

Sole proprietorship, partnership, corporation. Each has different pros and cons, particularly personal liability.

What is a sole proprietorship?

One person doing business (e.g., consulting) or one person who hires employees. Unlimited personal liability; insurance limited and costly; taxes at personal rates; simple process (register business name, pay PST/HST).

What is the liability of a sole proprietor?

Unlimited personal liability: if things go wrong, including harm caused by employees, the owner is liable and the plaintiff can go after personal assets.

What is a partnership?

Common business where partners share equally in decision making and share equally in profits and liabilities unless agreed otherwise through a partnership agreement. You can be liable for the actions of your partners including contracts they sign and their negligence. Three types: general, limited, limited liability.

What is a general partnership?

Unlimited personal liability; partners have fiduciary duties to each other (loyalty, fairness, avoid conflicts of interest).

What is a limited partnership?

Limited partners are investors risking only their investment; they cannot participate in the day-to-day decisions. At least one general partner.

What is a limited liability partnership (LLP)?

For professions like law or accounting; partners are not liable for partners' mistakes, only their own mistakes and negligence.

How is a partnership formed?

Typically through a partnership agreement. Even without an agreement, if you act like a partnership, the law will assume you are a partnership.

What is the McDonic et al. v Heatherington et al. case about?

Watt was a lawyer in a firm. Watt lost money for elderly clients through poor investments; estate sued the law firm, not just Watt. Investments through law firm's trust account (partners aware) and other partners signed cheques. Court held partners liable for Watt's negligence. Lesson: partner liability, trust account oversight, partnership agreement/LLP/insurance.

What is a corporation?

An institution created by law that is separate from the shareholders who create it. If things go wrong, the corporation (NOT individual shareholders/owners) is responsible. Limited legal liability; easier to raise money/capital (lenders may require personal guarantees). Public (broadly held) or private (closely held). Process: articles of incorporation (provincial or federal) and shareholder agreement. Governance: directors, officers/management, shareholders.

What is the purpose of a corporation?

Gives businesspeople/entrepreneurs and investors incentive to create a business without being concerned about personal liability and financial ruin if something goes wrong.

What is fiduciary duty for directors/officers?

Duty of loyalty: act honestly and in good faith with a view to the best interests of the corporation (CBCA s.122(1)(a)).

What are examples of fiduciary duty violations?

Fraud (stealing corporate assets); conflicts of interest (transacting with the corporation); taking corporate opportunities (harming corporation); competing with the corporation.

What is the duty of care for directors/officers?

Every director/officer must exercise the care, diligence, and skill that a reasonably prudent person would exercise in comparable circumstances (CBCA s.122(1)(b)).

What is the business judgment rule (BJR)?

Gives deference to Directors/Officers in making complicated decisions and balancing interests (profits, wages, layoffs) IF decisions are made in "good faith" and "informed" (due diligence). Courts will not usually second-guess those decisions.

What did BCE Inv. v 1976 Debentureholders (2008) decide?

Fiduciary duty can require Officers and Directors to consider interests of employees, suppliers, government, and the environment in evaluating what is in the "best interests" of the corporation, not just shareholders.

What is the creditors/solvency test?

Officers and Directors cannot pay dividends or purchase shares unless there are reasonable grounds to believe the corporation can pay its debts as they come due.

When will courts lift the corporate veil?

When Directors/Officers (1) fail to abide by statutory duties like reporting through prospectus and holding annual meetings, (2) breach their fiduciary duty to the corporation, or (3) fail to act according to their duty of care to do their job with care, diligence, and skills a reasonably prudent person would expect.

What are shareholder remedies?

(1) Oppression remedies; (2) dissent actions and pre-emptive rights for minority shareholders; (3) representative or derivative actions when the corporation has been wronged (not just the shareholder).

What were the corporate law lessons from the Financial Crisis 2008?

Big mistakes led to financial harm/business failure; question whether BJR protected directors/officers; courts rarely lift veil; corporate law relies on self-regulation, shareholders, and government enforcement.

How does due diligence affect environmental liability for directors/officers?

If pollution was caused by employee error, Officers/Directors can claim they acted with care and due diligence IF they can provide evidence that the corporation created procedures to avoid environmental harm AND that they were not aware procedures were not followed. If they cannot provide this evidence, courts will not apply BJR, will find corporation legally responsible, and sometimes find Directors/Management personally liable, rarely criminally responsible.

What is the purpose of bankruptcy and insolvency law?

Laws make it easier to deal with paying creditors and debts of corporations and consumers. Filing for bankruptcy stays (suspends) all debt actions until the process is finished by liquidating assets and paying creditors (according to a list of priority creditors e.g., banks), after which the debt is discharged or the corporation ceases to exist.

What is agency?

An employee or independent contractor that represents you (principal/employer) in dealing with a third party. Examples: lawyers, accountants, real estate, boards. Agents can create obligations and risks (contract or tort) similar to vicarious liability.