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Winds of Regulatory and Legislative Change in Canada

By Markus Cohen, Q.C.

The impetus for greater international harmonization in the law of pre-sale franchise disclosure is about to get a boost in Ontario, Canada. At press time, financial statements to be attached to compliant disclosure documents under Ontario's Arthur Wishart Act (“Franchise Disclosure”), 2000 (“The Wishart Act”) are required to be prepared only in accordance with generally accepted auditing standards (“GAAS”) ' if audited ' or, if not audited, then prepared under the review engagement standards in accordance with generally accepted accounting principles (“GAAP”) set out in the Canadian Institute of Chartered Accountants' Handbook (“CICA Handbook”). No other standards are currently acceptable.

That is changing. Effective July 1, 2005, financial statements observing GAAP and, if audited, GAAS “that are at least equivalent to those” required by the CICA Handbook will satisfy Ontario's regulatory requirements. The approach is old hat in Alberta, where equivalency has been de rigueur for years, but it took the Ontario Ministry of Consumer and Business Services the better part of 5 years ' since the coming into force of The Wishart Act ' to catch up. Playing catch up between these two provinces is not new, since Alberta was the first jurisdiction in Canada to pass a franchise law (1972). It took more than a quarter-century for Ontario to follow suit.

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