Bennett Jones Spring 2018 Economic Outlook
June 05, 2018
The outlook for global growth in 2018 and 2019 is now considerably stronger than forecasters anticipated it would be a year ago. Advanced economies are now expected to grow at rates well in excess of potential in both years, eliminating remaining slack in the United States, Europe and Japan. This strong growth is underpinned by accommodative financial conditions, a stronger expansion in many emerging economies, and a large tax and expenditure stimulus in the United States. At the same time, central banks in the advanced economies continue to be cautious in raising interest rates and have indicated their willingness to accommodate above-trend growth as wage and price inflation continues to be benign. Credit conditions will continue to be favourable for continued growth through the end of 2019 even as central banks cautiously raise interest rates. But continued expansion of credit brings with it the collateral risk of rising aggregate debt (household, business and government) that could seriously threaten stability and growth down the road. Thus, both Canadian business and government should keep in mind that the buoyant prospects for global growth over the next two years, growth sustained by accommodative monetary and fiscal policies in the advanced economies, are associated with an increasing risk of a major correction in the 2020s.
Soliciting Dealer Arrangements—CSA Staff Notice 61-303 and Request for Comment
April 25, 2018
The Canadian Securities Administrators (CSA) published Staff Notice 61-303 and Request for Comment on April 12, 2018, which outlines issues that the CSA has identified regarding the use of soliciting dealer fee arrangements in proxy contests and corporate transactions. The CSA has proposed no rule changes at this time and is seeking input generally and in response to specific questions (our experience in the past is that members of the CSA have taken different views on the use of soliciting dealer fees). However, it is clear that as a result of the recent use of this mechanism in the proxy contest for board control of Liquor Stores N.A. Ltd., there is renewed interest in these types of arrangements and their impact on market participants. Comments must be submitted by June 11, 2018.
Upcoming Policy Projects Announced by the Canadian Securities Administrators
April 09, 2018
The Canadian Securities Administrators (CSA) announced on March 27, 2018, the initiation of six policy projects aimed at reducing regulatory burdens for non-investment fund reporting issuers. The announcement comes after stakeholders had the opportunity to respond and comment on a CSA Consultation Paper released in April 2017.
Mandatory Breach Notification Across Canada
April 04, 2018
By Order in Council 2018-0369 on March 26, 2018, mandatory breach notification under the federal Personal Information Protection and Electronic Documents Act (PIPEDA), comes in force November 1, 2018, for all entities subject to its jurisdiction.
Securities Commissions Provide Guidance on New Takeover Rules in Hostile Cannabis Bid
March 29, 2018
For close to three months, M&A lawyers and other capital markets participants had been anxiously awaiting the release of written reasons from the Ontario Securities Commission (“OSC”) and the Financial and Consumer Affairs Authority of Saskatchewan (“FCAAS” and, together with the OSC, the “Commissions”) for their December 22, 2017 orders (collectively, “CanniMed Order”) in the matter of Aurora Cannabis Inc. (“Aurora”) and CanniMed Therapeutics Inc. (“CanniMed”). The Commissions' written decision (released on March 15, 2018) is of considerable interest, as the Aurora/CanniMed proceeding engaged a number of key provisions of the new takeover bid rules introduced in May 2016 (the "New Rules") and represented the first time securities regulators have had to address elements of the New Rules in the context of contested applications.
Fair Trading Act Becomes the Consumer Protection Act and Other Key Amendments
March 13, 2018
Bill 31: A Better Deal for Consumers and Businesses Act passed First Reading on November 29, 2017, in the Alberta Legislature and received Royal Assent very quickly thereafter on December 15, 2017. Bill 31 amends the Fair Trading Act and changes its name to the Consumer Protection Act (Act). Certain sections of the Act have already come into force while others await proclamation. The following key amendments are in force in Alberta...
Status of Measures Targeting Private Corporations Following the 2018 Federal Budget
March 12, 2018
The Federal Budget, released February 27, 2018, has clarified federal plans to change the tax treatment of private corporations and represents a substantial retreat from proposals announced in July 2017. In July 2017, the government released a consultation paper and draft legislation which proposed to radically change the taxation of private corporations and their shareholders. The proposals were aimed at: (a) income splitting among family members; (b) passive investment income of private corporations; (c) use of the capital gains exemption by family members; and (d) realizing capital gains on private corporation shares instead of receiving dividends. The proposals were not well received in the small business sector.
The Creation of the Canadian Energy Regulator
March 01, 2018
This article supplements our multi-part series on changes to Canada’s regulatory regime governing project development and operation in Canada.
This post summarizes the proposal to establish the Canadian Energy Regulator (Regulator) as introduced by Bill C-69, An Act to enact the Impact Assessment Act and the Canadian Energy Regulator Act, to amend the Navigation Protection Act and to make consequential amendments to other Acts (Bill C-69). Bill C-69 proposes the repeal of the existing National Energy Board Act (NEB Act) and the enactment of the Canadian Energy Regulator Act (CERA).
The United States Supreme Court Narrows Whistleblower Protections Under Dodd-Frank
February 26, 2018
The Supreme Court of the United States has refused to broaden protections for employee-whistleblowers under the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act). In Digital Realty Trust Inc v. Somers, a decision with potentially far-reaching consequences, the Court held that the anti-retaliatory provisions of the Dodd-Frank Act apply only where a whistleblower reports directly to the United States Securities and Exchange Commission (SEC).
Sea Change: The Canadian Navigable Waters Act
February 22, 2018
This article is Part III of a series that discusses the federal government’s proposed changes to Canada’s environmental regulatory regime governing project development and operation in Canada.
This post summarizes the changes to the Navigation Protection Act (NPA) as introduced by Bill C-69, An Act to enact the Impact Assessment Act and the Canadian Energy Regulator Act, to amend the Navigation Protection Act and to make consequential amendments to other Acts.
Reshaping Canada’s Project Assessment Regime—Bill 69’s Ambitious Blueprint
February 20, 2018
This article is Part II of a series that discusses the federal government’s proposed changes to Canada’s environmental regulatory regime governing project development and operation in Canada.
In this article, we review the changes to Canada's project assessment regime proposed under Bill 69, An Act to enact the Impact Assessment Act and the Canadian Energy Regulator Act, to amend the Navigation Protection Act and to make consequential amendments to other Acts.
Hold the Legalese! Ontario Has a New Standard Residential Lease
February 14, 2018
Starting April 30, 2018, landlords and tenants entering into private residential leases must use Ontario’s new standard form of lease. The standard form is intended to simplify the rental agreement process in Ontario. It is written in easy-to-understand language and sets out the basic terms of a lease—including the amount of rent and how it can be increased, the sorts of lawful conditions a landlord can impose upon a tenancy, and some of the grounds on which the lease can be terminated by either party. The standard form contemplates an attachment for additional terms that address specific issues, as long as the terms do not contravene the Residential Tenancies Act, 2006.
British Columbia Supreme Court Orders First Nation to Disclose Impact Benefit Agreements
February 09, 2018
The recent decision by the Supreme Court of British Columbia (BCSC) in Yahey v British Columbia (2018 BCSC 123, 25 January 2018) offers interesting insight into the circumstances in which benefit sharing agreements and accommodation payments might be disclosed. The issue of transparency around payments to indigenous groups by project developers is drawing increasing attention in litigation like the Yahey case and in regulatory initiatives like the federal Extractive Sector Transparency Measures Act.
Federal Review of Environmental and Regulatory Processes Underway
February 09, 2018
On February 6, 2018, the Federal Government introduced amendments to the Fisheries Act aimed at enhancing protection to fish and fish habitat. The proposed amendments form part of a system-wide review of Canada's environmental and regulatory processes, which will also include amendments to the Navigation Protection Act, and the introduction of the Impacts Assessment Act and the Canadian Energy Regulator Act. Combined, these legislative amendments will have important implications for industry and project developers.
This article is Part I of a series that will deal with the regulatory changes proposed under Canada's environmental and regulatory processes review.
2018 ISS and Glass Lewis Updates to Canadian Proxy Voting Guidelines
January 24, 2018
Institutional Shareholder Services and Glass, Lewis & Co have both released their updates to their respective Canadian proxy voting guidelines for the upcoming 2018 proxy season. The ISS updates apply to shareholder meetings of publicly traded Canadian companies occurring on or after February 1, 2018, while Glass Lewis updates apply to meetings that are held on or after January 1, 2018.
Dramatic Revision of the Alberta Occupational Health and Safety Act
December 06, 2017
Bill 30: An Act to Protect the Health and Well-being of Working Albertans (the New Act), received its first reading in the Legislative Assembly of Alberta on November 27, 2017. If enacted in its current form, the New Act will materially alter Alberta's Occupational Health and Safety Act (the Current Act) and expand the nature of the health and safety obligations owed by employers and businesses in Alberta. The New Act states that, subject to certain exempted provisions, it will come into force on June 1, 2018.
Bennett Jones Fall 2017 Economic Outlook
November 23, 2017
After a marked slowdown in 2016, the global economy is experiencing robust, synchronized growth in 2017, which exceeds earlier expectations and should continue in the short term. Notwithstanding this improved outlook, uncertainty about future economic policy and geopolitical developments remains very significant, if not even greater than before. Moreover, financial vulnerabilities, population aging, and weak productivity growth continue to weigh on prospects going into the medium term.
Corporate Social Responsibility and the Rana Plaza Class Action
October 06, 2017
On July 5, 2017, the Ontario Superior Court of Justice released a 129-page decision in the Rana Plaza class action (Das v George Weston Limited), a proposed class action brought in Ontario on behalf of Bangladeshis injured in the collapse of the Rana Plaza building in Dhaka in 2013 and their families. 2520 were injured and 1130 died in the collapse.
Canadian Securities Administrators Provide Guidance on the Review of Material Conflict of Interest Transactions
August 18, 2017
Transactions between related parties may create material conflicts of interest between an issuer and its directors, officers and related parties. In particular, material conflicts of interest may arise in the context of insider bids, issuer bids, business combinations and related party transactions. Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (MI 61-101) was adopted in Alberta, Manitoba and New Brunswick on July 31, 2017, and prescribes procedural safeguards intended to mitigate the risks to minority security holders in material conflict of interest transactions. MI 61-101 has been in effect in Ontario and Québec since February 1, 2008, when it superseded Rule 61-501 in Ontario and Regulation Q-27 in Quebec.
Bennett Jones Spring 2017 Economic Outlook
June 01, 2017
This Spring 2017 Outlook has three sections. In Section I we review the broad cyclical, structural and policy factors that are expected to shape growth to the end of the decade, particularly in the advanced economies, and present our base outlook with a focus, as usual, on the United States and Canada. In Section II we review the issues surrounding trade policy developments in the United States and elsewhere and the implications for Canadian governments and businesses. Finally, in Section III we examine the risks to the economic outlook posed by other uncertain developments and outline the related possible impact on Canadian monetary, fiscal and structural policies.
New Federal Methane Reduction Regulations for the Upstream Oil and Gas Sector
May 31, 2017
The Government of Canada has released its proposal for the first federal regulations on greenhouse gas emissions applicable specifically to the upstream oil and gas sector, titled Regulations Respecting Reduction in the Release of Methane and Certain Volatile Organic Compounds (Upstream Oil and Gas Sector).