The tightening of privacy and data protection compliance obligations in Canada and the United States, has led to increasingly comprehensive “data security and privacy” representations and warranties in purchase agreements, as well as to a “privacy covenant” (also sometimes dubbed “transferred personal information”) in transactions involving the exchange of personal information about Canadian data subjects. This privacy covenant reflects the requirements imposed by Canada’s 4 private sector privacy laws[1] according to which parties to a business transaction may exchange personal information for the purposes of conducting due diligence and concluding a transaction without the consent of the relevant data subjects (the “Business Transaction Exemption” or “BTE”). The parties, however, must first agree to certain undertakings both pre- and post-closing. The paragraphs that follow review these undertakings and discuss the appropriate use of the BTE.
Originally Published in Lexpert - January 2025.
Please see full publication below for more information.
