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Jon C. Truswell

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

Partner

Raghav Sodhi

Commercial Transactions Lawyer at Bennett Jones Calgary

Associate

<p>As the Supreme Court of Canada prepares to deliver its decision in <em>Lundin Mining Corporation v Dov Markowich</em>, the legal community and corporate stakeholders are closely watching for implications that may redefine the concept of "material change" within Canadian securities law. This case presents a pivotal moment that could reshape how companies disclose information to shareholders, particularly in the mining and oil and gas sectors, where operational risks and environmental concerns are ever present and unavoidable.</p>

Redefining Corporate Disclosure of Material Change

The Potential Impact of the Supreme Court of Canada's Decision in Lundin Mining Corporation v. Markowich

Kristopher R. Hanc

M&A and Capital Markets Lawyer at Bennett Jones Toronto

On February 27, 2023, the Toronto Stock Exchange (TSX) published Staff Notice 2023-0001 (the Notice), providing guidance on how TSX addresses voting agreements entered into between a TSX listed issuer and one or more of its security holders. The Notice provides guidance on when TSX will review voting agreements and its conditions for acceptance.

TSX Provides Guidance on Voting Agreements

Denise D. Bright

Corporate & Securities Transactions Lawyer

Partner 

Ryan Amaral

Ryan Amaral - Articling Student at Bennett Jones Calgary

Articling Student

In recent years, there has been a distinct increase in climate-related shareholder activism with shareholder proposals and other initiatives on climate-related topics becoming prominent world-wide. On May 12, 2022, Institutional Shareholder Services released its annual insights report titled “Climate & Voting - 2021 Review and Global Trends”  which outlines and explains trends of climate-related issues in the context of shareholder voting at company's general meetings over a six year period and climate-related management proposals in 2021.

ISS Releases 2021 Climate and Voting Review and Global Trends Report

ISS Releases 2021 Climate & Voting Review and Global Trends Report

Andrew N. Disipio

Mining & Corporate Finance Lawyer | M&A, Equity & Debt Deals

On November 24, 2021, the TSX Venture Exchange (the Exchange) revised its policies regarding security-based compensation. Specifically, Policy 4.4—Incentive Stock Options (the Former Policy) has been replaced by new Policy 4.4—Security Based Compensation (the New Policy).

TSX Venture Exchange Updates SecurityBased Compensation Policies

TSX Venture Exchange Updates Security-Based Compensation Policies

Daniel (Dan) R. Chubb

Corporate Commercial Lawyer at Bennett Jones Edmonton

Joan Bilsland

Knowledge Management Research Lawyer at Bennett Jones

Knowledge Management Research Lawyer

Luke Stretch

Commercial Real Estate Lawyer at Bennett Jones Calgary

Canadian courts generally treat real estate deposits as forfeitable upon a purchaser&rsquo;s default, distinct from unenforceable penalty clauses. However, under the Redstone factors, courts may grant relief from forfeiture where a deposit is grossly disproportionate to the vendor&rsquo;s damages or where retaining it would be unconscionable in the circumstances.

When A Deposit Becomes A Penalty

When a Deposit Becomes a Penalty: Relief From Forfeiture in Real Estate Transactions

Simon P. Crawford

Leading Commercial Real Estate Lawyer at Bennett Jones Toronto

Dana Talucci

Corporate Commercial Practice at Bennett Jones Toronto

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

Robert W. Staley

Securities & Commercial Litigation Lawyer | Shareholder Disputes

Vice Chair and Partner

Doug Fenton

Litigation Lawyer at Bennett Jones Toronto

Sophia DiNicolo

Lawyer at Bennett Jones Toronto

Associate 

The Ontario Superior Court in <em>Dziedziejko v Canopy Growth</em> 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.<br />
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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

<p>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.</p>

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

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BennettJones

Fader Nicholas

Truswell Jon

Capital Markets