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Jonathan G. Bell

Commercial, Securities and Class Action Litigation Lawyer at Bennett Jones Toronto

Partner

Jason M. Berall

Commercial Litigation Lawyer at Bennett Jones Toronto

The corporate attribution doctrine concerns the attribution of the actions of a corporation’s directing mind to the corporation itself. On March 10, 2022, in Ernst & Young Inc. v. Aquino, the Court of Appeal released what it described as a decision of first impression in which the Court considered the doctrine in the bankruptcy and insolvency context. In particular, the Court held that the fraudulent intent of a directing mind could be imputed to a bankrupt corporation for the purpose of voiding transfers at undervalue under section 96 of the Bankruptcy and Insolvency Act.

Court of Appeal Refines the Corporate Attribution Doctrine

Justin R. Lambert

Energy Industry Dispute, Fraud, Securities and Corporate Litigation Lawyer at Bennett Jones Calgary

Since 2014, the Toronto Stock Exchange (TSX) has required listed issuers without a majority shareholder to implement a majority voting policy requiring each of its directors to be elected by a majority of the votes cast (50 percent plus one vote) with respect to their election at uncontested shareholder meetings. The TSX's Majority Voting Requirement provides that, subject to exceptional circumstances, any director who fails to meet this threshold must immediately tender their resignation.

Important New Guidance from the Court of Appeal

Important New Guidance from the Court of Appeal on TSX Majority Voting Rules, Reasonable Expectations in Oppression Claims and Contractual Set-Off

Robert W. Staley

Vice Chair and Partner

Kristopher R. Hanc

M&A and Capital Markets Lawyer at Bennett Jones Toronto

Robert Staley, Kristopher Hanc, Jonathan Bell and Tim Heneghan write the Canada chapter of Shareholders' Rights & Shareholder Activism 2020 in Chambers Global Practice Guides.

Shareholders Rights Activism and ESG Investing in Canada

Shareholders' Rights, Activism and ESG Investing in Canada

Doug Fenton

Litigation Lawyer at Bennett Jones Toronto

The Ontario Securities Commission (OSC) has traditionally been regarded by the Ontario Divisional Court as a specialized administrative tribunal entitled to significant deference on appeal and judicial review proceedings. On this deferential approach, the Divisional Court would review decisions of the OSC on a "reasonableness" standard of review—the Court would follow the Dunsmuir approach and defer to the OSC provided that the decision fell within a range of reasonable outcomes. As a practical matter, this meant that it was very difficult to successfully challenge a decision of the OSC on substantive legal grounds.

Ontario Divisional Court adopts the Vavilov standard

Ontario Divisional Court Applies Vavilov to Appeals from Ontario Securities Commission

Katherine Booth

Litigation Lawyer at Bennett Jones Vancouver

Jackson Spencer

Commercial Litigation Lawyer at Bennett Jones Vancouver

Associate

The BC Court of Appeal&rsquo;s decision in Syngenta AG v. Van Wijngaarden reaffirms that the rules of evidence are not relaxed at certification. The Court held that plaintiffs must rely on properly admissible, authenticated evidence and cannot use broad hearsay or unsourced documents to meet the &ldquo;some basis in fact&rdquo; standard.

BC Court of Appeal The Rules of Evidence Are Not Relaxed at Certification

BC Court of Appeal: The Rules of Evidence Are Not Relaxed at Certification 

Geoffrey P. Stenger

Project Development, Energy, Infrastructure and Construction Lawyer at Bennett Jones Calgary

Partner 

Patrick T. Maguire KC

Leading Canadian and International Energy and Commercial Transaction Lawyer at Bennett Jones Calgary

Hon. John R. Baird P.C.

Senior Advisor at Bennett Jones, Former Canadian Foreign Minister

Senior Business Advisor

The 10th annual National Energy Roundtable brought industry leaders, policymakers and innovators together to discuss how Canada can strengthen its global energy competitiveness. Key themes included reducing regulatory uncertainty to accelerate major projects, leveraging LNG to enhance economic prosperity, and positioning Canada&rsquo;s energy resources as strategic assets in an uncertain geopolitical landscape. Bennett Jones partners moderated panels exploring these opportunities and shared insights on how Canada can execute a winning strategy for long-term energy leadership.

Making Canadas Energy Sector More Competitive

Making Canada's Energy Sector More Competitive: Key Takeaways From the National Energy Roundtable

John Lawless

Private Equity, M&A, Corporate and Securities Lawyer at Bennett Jones Calgary

James D. Beeby

Corporate Finance, M&A, Private Equity and Venture Capital Lawyer

The Supreme Court of Canada has released its much-anticipated decision in Lundin Mining Corp. v. Markowich, 2025 SCC 39, clarifying the definition of a "material change" under securities law and providing guidance on when a public company must disclose information to the market. The decision will have broad implications for public companies, their directors, officers, shareholders and other market participants.

Supreme Court of Canada Clarifies Scope of Securities Disclosure Obligations for Material Changes

Shifting Grounds: Supreme Court of Canada Clarifies Scope of Securities Disclosure Obligations for "Material Changes"

William S. Osler KC

Capital Markets, Securities, M&A and Corporate Governance Lawyer at Bennett Jones Calgary

Mia Bacic

Corporate and Securities Lawyer at Bennett Jones Vancouver

Ali J. Naushahi

Securities, Corporate Finance, Mergers and Acquisitions and Mining Lawyer at Bennett Jones Toronto

The CSA&rsquo;s new online consultation tool offers a more efficient way for stakeholders to provide input on proposed securities regulations. Users can submit feedback via a guided form or upload a comment letter, ensuring a centralized and simplified process.

CSA Launches New Tool for Public Consultations

The CSA has released proposed amendments to NI 52-112 to align disclosure requirements with IFRS 18. The changes would update the definition of non-GAAP financial measures to include management-defined performance measures, introduce prominence requirements for additional subtotals disclosed outside financial statements, and allow certain information to be incorporated by reference. Comments are invited until February 11, 2026.

CSA Requests Comments on Proposed Amendments

CSA Requests Comments on Proposed Amendments to Non-GAAP and Other Financial Measures Disclosure Requirements

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