Oziel Law Blog

Government of Canada Publishes New Trademark Regulations

by Allan Oziel on November 26, 2018 No comments

On November 14, 2018, the Government of Canada published the new Trademarks Regulations (Regulations) that will enable Canada’s accession to three international trademark treaties administered by the World Intellectual Property Office (WIPO): the Singapore Treaty, the Madrid Protocol, and the Nice Agreement. The new Regulations will support the amendments that were made to the Trade-marks Act (Act) in 2014.

In addition to harmonizing Canada’s trademark regime with international norms, the new Regulations, which will come into force on June 17, 2019, are also expected to simplify the regulatory framework and reduce the administrative burden on applicants.

Notable changes in Canadian trademark practice include the following:

  • Implementation of Madrid Protocol: Applicants will be able to apply for trademark protection in multiple countries through a single application.
  • Removal of use as a requirement for registration: Under the current Act, applications must be based on a) use or proposed use of the trademark in Canada, b) the trademark having been used abroad and made known in Canada, or c) use and application/registration of the trademark abroad. In any case, no registration can be issued until the applicant declares the use of the trademark in Canada. With the amendments to the Act, the “use” requirement will be removed. Applications will no longer need to specify a date of first use, and the filing of a declaration of use will not be required to proceed to registration.
  • Harmonized goods and services classification system: Goods and/or services will have to be appropriately grouped according to the classes of the Nice Classification, which provides a consistent system across all member countries.
  • New Application Fee Structure: The application fee will only include the first class of goods or services. Applicants will have to pay additional fees for each added class of goods or services.
  • Reduction of the Term of Registration: Under the current Act, registered trademarks are subject to renewal every 15 years. Under the new Regulations, trademark registrations issued after June 2019 will be granted a term of 10 years.
  • More Flexibility to Amend Applications: The new Regulations offer greater flexibility in correcting errors prior to the registration of the trademark.

The new Regulations also provide a number of transitional provisions for applications submitted and trademarks registered before June 17, 2019. If you have any concerns or questions, please contact our team here.

Written by Allan Oziel and Thassiane Gossler

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Allan OzielGovernment of Canada Publishes New Trademark Regulations

Oziel Law is Proud to Welcome Debora Pinkus

by Allan Oziel on November 1, 2018 No comments

Oziel Law is proud to welcome its newest associate, Debora Pinkus. Debora’s practice will focus on advising startups and emerging businesses on business law matters, technology contracting and commercial transactions.

To learn more about Debora or to contact her, please click here.

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Allan OzielOziel Law is Proud to Welcome Debora Pinkus

A-Labs Capital I Corp Completes Initial Public Offering

by Allan Oziel on November 1, 2018 No comments


We are proud to announce the completion of the initial public offering filed by our client A-Labs Capital I Corp.

A-Labs Capital I Corp. is a capital pool company (CPC). The funds raised during the IPO will be used to pursue a qualifying transaction.

To read the official press release, click here.


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Allan OzielA-Labs Capital I Corp Completes Initial Public Offering

How Governments Are Reacting to ICOs

by Dunny Medina on December 3, 2017 No comments

This article originally appeared on Coindesk.

There are certain seismic disruptions to the natural order that force governments around the world to pay attention and react quicker than the tools of governance ordinarily allow.

Epidemics, terrorism, nuclear energy, world war and now…blockchain technology. Specifically, initial coin offerings (ICOs) are making governments itchy.

If you are trying to keep up, you will be very busy and very confused. Each week seems to bring another pronouncement from yet another country. Big or small, everyone has something to say. We’ve heard from behind the veiled curtain of mega-states like Russia and China, and we’ve heard from the neighborly nations like Canada and the Isle of Man.

The message is far from clear. While many nations can stand united on challenges like melting ice caps, they’re a bit more baffled with crypto.

Click here to read the full article on Coindesk.

Featured Image used via Shutterstock

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Dunny MedinaHow Governments Are Reacting to ICOs

OSC Approves Initial Coin Offering

by Dunny Medina on October 30, 2017 No comments

When it comes to blockchain, the Canadian securities regulators aren’t sticking their heads in the sand. Except, that is, when playing in their sandbox.

The Ontario Securities Commission (OSC) created its sandbox, called LaunchPad, to encourage fintech companies to come to the OSC early with their innovations rather than build them in the shadows.  The sandbox is about dealing with grey areas, which seems to be the de facto zip code of many startups these days.

And when it comes to grey zones, there’s at least 50 shades when dealing with blockchain.

So, in the hope of technicolour progress – and a little less grey in our lives – we welcome the latest OSC sandbox decision.  On October 17, 2017, the OSC provided a blueprint for Token Funder Inc. on how to undertake its initial coin offering (ICO). It’s the first regulatory decision relating to an ICO to come out in Ontario. Let’s take a look at it.

Background about Token Funder:

Token Funder, an Ontario company headquartered in Toronto, wants to build a platform to:

  • facilitate ICOs for third-party issuers (so, an online crowdfunding platform for token offerings);
  • provide token and coin management and governance services for these token issuers (so, they’re anticipating that there will eventually be regulations governing how issuers must conduct ICOs and manage their investors, which means token issuers will need platforms like Token Funder to help support them); and
  • provide for certain transferability of tokens and coins (so, a “token exchange-lite” that will address securities law requirements, such as transfer restrictions on private placement securities).

Token Funder also wants to create 1 billion of its own digital tokens through a smart contract on the Ethereum Blockchain (“FNDR Tokens”).  Of the 1 billion FNDR Tokens, 200 million FNDR Tokens will be sold under Token Funder’s ICO for $10 million gross proceeds (in order to fund the build-out of if its platform), 100 million FNDR Tokens will be held back by Token Funder as payment currency for advisors and service providers, and the remaining 700 million FNDR Tokens will be held back by Token Funder for future financings.

The OSC’s Decision on Token Funder:

Token Funder came to the OSC under the Launchpad sandbox to present and analyze its business model. What resulted is the OSC’s Decision, a blueprint as to how Token Funder should structure and run its ICO, plus some foreshadowing of additional regulation to come.

Here’s how Token Funder will run its $10 million ICO:

  • Treat this offering like a private placement. Token Funder must run its ICO like a private placement of securities, which means ensuring that a prospectus exemption is available. In this case, Token Funder intends to use the offering memorandum exemption, which involves a very detailed ‘white paper’ that must follow a required statutory form. Token Funder will only be able to raise a maximum of $2,500 per investor under this exemption, unless an investor is verified as “accredited”. The investment is to be made through a digital smart contract established by Token Funder using the Ethereum Blockchain, and the investor can subscribe by the payment of Ether or Canadian dollars.
  • Verification of investors. Token Funder must conduct a know-your-client and suitability review for each investor in the ICO.  This means a thorough onboarding, information collection and verification process, including conducting a survey to ensure that the investor has a detailed understanding of how blockchain-based tokens or coins works.
  • Reporting to investors. After closing of the ICO, the Management of Token Funder must provide holders of FNDR Tokens updates regarding the milestones for development of the platform, other material events concerning the business, and annual audited financial statements.
  • Limited voting rights. Holders of FNDR Tokens will not have any voting rights in respect of Token Funder’s governance or operational matters; however, holders of FNDR Tokens will have certain voting rights on the entities entitled to use the platform.
  • Additional registration requirements. Once the ICO is completed, Token Funder must use the proceeds to fund the build-out and launch of the platform AND concurrently seek to become some sort of “dealer registrant” under securities laws (think licensed banker, stock broker or crowdfunding portal).
  • No listing on an exchange (yet). The FNDR Tokens issued in the ICO will not be listed and traded on any exchange, cryptocurrency exchange or organized market unless such listing and trading is done in accordance with applicable securities laws and approved in advance by the OSC.

Some Takeaways:

  • The Decision represents a first step to a fully-licensed ICO crowdfunding and exchange platform. The Decision and the completion of the ICO are just the first step. The next step – and the real challenge – is for the OSC and Token Funder to design the rules and requirements around building and running its platform (to facilitate other ICOs for companies and provide a type of token exchange).  As the Decision makes clear, in order to be a fully-regulated platform, Token Funder will have to become a “registrant” (someone who has a license to be in the business of trading or advising in securities). The OSC will likely need to provide Token Funder with further exemptive relief orders from the typical “registrant” requirements to bring such requirements into compatibility with a blockchain platform.
  • Is it a security or not? They don’t even bother going into the discussion. Coins or tokens in the Token Funder context are assumed to be securities.  You can call it whatever you want, but it’s still a security, so let’s move on!
  • Playing in the sandbox still means following the rules. Token Funder decided to undertake its ICO, and ultimately build its platform, under the watchful eye of the securities regulators. They’ve made their bed, and now they’ve got to comply with it. Compliance in this case means: 1) treating the ICO like a private placement of securities under existing prospectus exemptions (offering memorandum exemption for retail investors, and accredited investors for wealthier “angels” or “institutional”), 2) running know-your-client and related procedures, and 3) getting registered to be in the business of trading or advising in securities.
  • Liquidity of coins or tokens is still an issue to be resolved. It’s not clear yet if the OSC and Token Funder have determined how to deal with the secondary market (or transferability) of the tokens. If you treat the tokens as securities that are sold in the private market (i.e., not with a prospectus as a free trading security), then those tokens must be subject to private market resale restrictions. This means that Token Funder may have to design its platform or “token exchange” so as to facilitate secondary market trading that complies with securities laws. We will have to stay tuned to see how this plays out.
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Dunny MedinaOSC Approves Initial Coin Offering