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Robert W. Staley

Securities & Commercial Litigation Lawyer | Shareholder Disputes

Vice Chair and Partner

Doug Fenton

Litigation Lawyer at Bennett Jones Toronto

Partner

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

Kristopher R. Hanc

M&A and Capital Markets Lawyer at Bennett Jones Toronto

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"

Amanda C. McLachlan

Corporate & Regulatory Lawyer | Disputes, Investigations & Compliance

The Ontario Court of Appeal&rsquo;s decision in Binance v. OSC clarifies the limits of the OSC&rsquo;s investigative powers and the Charter protections available in securities investigations. While the Court rejected a constitutional right to challenge a summons before compliance, it found the summons issued to Binance overbroad and unconstitutional. The ruling offers important guidance for market participants on regulatory scrutiny, the scope of document production, and the viability of judicial review.

Court of Appeal Addresses Scope of Charter Review in Securities Investigations

Binance v. OSC: Court of Appeal Addresses Scope of Charter Review in Securities Investigations 

David Cassin

Employment Lawyer at Bennett Jones Toronto

In McPherson v Global Growth Assets Inc., the Ontario Superior Court interpreted the no-reprisal provisions of the Securities Act for the first time, awarding more than $5.3 million to a CEO who was terminated after raising compliance concerns. The decision underscores the strength of the Act&rsquo;s protections for employees who engage in protected activities and highlights the significant risk to employers of taking disciplinary action without clear, documented justification.

Ontario Securities Act No Reprisal Provisions Results in 53 Million Award to CEO

Ontario Securities Act No-Reprisal Provisions Results in C$5.3 Million Award to CEO: A Warning to Regulated Employers

Natalia E. Iamundo

Commercial Real Estate Lawyer at Bennett Jones Toronto

Benjamin K. Reingold

Intellectual Property Litigation Lawyer at Bennett Jones Calgary

Ahmed Elmallah

Intellectual Property Lawyer at Bennett Jones Edmonton

Counsel, Patent Agent, Trademark Agent

Proptech is transforming the real estate sector through technologies such as AI, IoT and data-driven platforms. This blog examines recent Canadian patent filing trends, emerging litigation and key IP considerations for companies developing or adopting proptech solutions.

Prop Tech Patents And Patent Litigation

Proptech: Patents and Patent Litigation

Samuel Judson

Associate

Craig R. R. Garbe

Commercial Real Estate Lawyer | Funds, REITs & JV Deals

Rights of first refusal (ROFRs) can significantly affect Canadian commercial real estate transactions, particularly when properties are sold as part of a portfolio. This blog reviews limited Canadian case law addressing when ROFRs are triggered in portfolio sales and the challenges they create for vendors and purchasers. It also outlines practical structuring strategies to help navigate these complex transactions.

Rights of First Refusal in Canadian Commercial Real Estate

Rights of First Refusal in Canadian Commercial Real Estate: Navigating Portfolio ROFRs

Simon P. Crawford

Leading Commercial Real Estate Lawyer at Bennett Jones Toronto

Vanessa Kiraly

In Oliva v. Dickson (2025 ONSC 6666), the Ontario Superior Court confirmed that Building Code compliance can be an implied term of an Agreement of Purchase and Sale and a basis for vendor-builder liability in negligence. Even without structural failure or express contractual representations, failing to obtain required permits may breach both contractual and tort duties. The decision is a cautionary reminder that regulatory compliance defines both legal risk and commercial expectations in real estate transactions.

No Permit Big Problems

No Permit, Big Problems: Building Code Compliance,  Implied Terms and Vendor-Builder Liability in Ontario

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

Andrew N. Disipio

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

Hon. John R. Baird P.C.

Senior Advisor | International Trade, Investment & Security

Senior Business Advisor

Sander A.J.R. Grieve KC

Global Mining Finance & M&A Lawyer | Bennett Jones Toronto

Members of Bennett Jones' mining team shared their insights across three panels held at the firm's Toronto office during this year's PDAC convention. The discussions addressed the opportunities and complexities of this evolving landscape&mdash;and what Canada must do to capitalize on the moment.

Rob Staley in Lexpert on Take-over Bid Changes in Canada

From the Same Authors

Inferring Materiality from Share Price Movement: Dziedziejko v Canopy Growth

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

Binance v. OSC: Court of Appeal Addresses Scope of Charter Review in Securities Investigations

Latest Insights

Proptech: Patents and Patent Litigation

Rights of First Refusal in Canadian Commercial Real Estate: Navigating Portfolio ROFRs

No Permit, Big Problems: Building Code Compliance, Implied Terms and Vendor-Builder Liability in Ontario

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

Stay Informed. Stay Ahead.