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Osie Ukwuoma

Corporate Lawyer at Bennett Jones Toronto

Partner

Jeffrey Kerbel

Securities & Business Lawyer | M&A, Finance & Governance

Senior Counsel

Kristopher R. Hanc

M&A and Capital Markets Lawyer at Bennett Jones Toronto

On November 19, 2024, the Ontario Capital Markets Tribunal (Tribunal) released its reasons for its July 2024 decision granting an application by Riot Platforms, Inc. (Riot) to cease trade a shareholder rights plan (Plan) adopted by Bitfarms Ltd. (Bitfarms). This decision is significant as it refined the test for the granting of an order “in the public interest” under section 127 of the Securities Act (Ontario) (the Act), at least as it applied to shareholder rights plans. The decision also demonstrated the unwillingness of the Tribunal to allow a shareholder rights plan to have a trigger below 20 percent.

Ontario Tribunal Refines Public Interest Test in Cease Trade Decision on Shareholder Rights Plans

Robert W. Staley

Securities & Commercial Litigation Lawyer | Shareholder Disputes

Vice Chair and Partner

COVID and Annual Shareholder Meetings

COVID-19 and Annual Shareholder Meetings

Nicholas P. Fader

Corporate & Public Markets Lawyer | M&A, Debt & Equity

Partner and General Counsel

Brent W. Kraus

Corporate Governance Lawyer | Securities & Capital Markets

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.

Securities Commissions Provide Guidance on New Takeover Rules in Hostile Cannabis Bid

Jon C. Truswell

Corporate & M&A Lawyer | Equity, Debt & Governance

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.

CSA Provide Guidance on the Review of Material Conflict of Interest Transactions

Canadian Securities Administrators Provide Guidance on the Review of Material Conflict of Interest Transactions

Simon P. Crawford

Leading Commercial Real Estate Lawyer at Bennett Jones Toronto

Dana Talucci

Corporate Commercial Practice at Bennett Jones Toronto

Associate

Hennadiy Kutsenko

Tax Lawyer at Bennett Jones Toronto

A court decision on the sale of mixed-use property highlights the risks of failing to allocate purchase price between residential and commercial portions for HST purposes. The ruling underscores the importance of precise drafting and obtaining representations to avoid uncertainty and tax disputes.

Mixed-Use Mixed Signals Why Purchase Price Allocations Matter

Mixed-Use, Mixed Signals: Why Purchase Price Allocations Matter

Leanne C. Krawchuk KC

Corporate, Mining & Construction Lawyer | Capital Markets

Partner, Corporate

James T. McClary

Private Equity and M&A Lawyer at Bennett Jones Calgary

Private equity investment in mining has grown over the past decade, driven largely by opportunities in mining sub-industries such as materials, software and industrial machinery despite persistent risk and scalability concerns. The article analyzes global and Canadian deal trends, structures and strategies, offering insights on where PE capital is being deployed and the outlook for investors and mining companies.

Private Equity Investment in Mining

Doug Fenton

Litigation Lawyer at Bennett Jones Toronto

Sophia DiNicolo

Lawyer at Bennett Jones Toronto

Associate 

The Ontario Superior Court in Dziedziejko v Canopy Growth held that materiality may be inferred from a significant share price drop following corrective disclosure, granting leave to pursue secondary market misrepresentation claims. The decision signals a potential shift from contextual materiality analysis and raises challenges for issuers with volatile share prices. 
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Inferring Materiality from Share Price Movement Dziedziejko v Canopy Growth

Inferring Materiality from Share Price Movement: Dziedziejko v Canopy Growth

Jonathan Hillson

Commercial Litigation Lawyer at Bennett Jones Edmonton

Alex Payne

Commercial Litigation Lawyer at Bennett Jones Toronto

Prompt payment and dispute resolution reforms are changing how construction project participants are to be paid, their disputes determined and when liens are to be filed and holdbacks released.

Updates to Prompt Payment Legislation

An At-a-Glance Comparison: Have You Been Keeping Up with All the Changes?

Updates to Prompt Payment Legislation in Ontario, British Columbia and Alberta

Natalia E. Iamundo

Commercial Real Estate Lawyer at Bennett Jones Toronto

Canada&rsquo;s proptech sector is entering a new phase marked by disciplined growth, scaled AI implementation and deeper public-private collaboration. The 2026 Proptech in Canada report highlights a funding reset, a shift from AI experimentation to real-world deployment and significant government investment aimed at addressing housing affordability.

Jeff Kerbel in Law Times Focus on Changed Takeover Laws in Canada

From the Same Authors