• Cybersecurity: 2017 Report & 2016 Reflections
    February 2017

    In 2016, cybersecurity continued to grow as a primary business risk for companies worldwide. Data breaches continued to escalate both in number and magnitude and the landscape of legal and regulatory liability evolved and expanded. In this report, the Bennett Jones Cybersecurity team analyses the key events in 2016 with a view to those issues that should be front and centre for companies and their directors in 2017.
  • New Coordinated Rules Relating to the Clearing of Over-the-Counter Derivatives in Canada
    January 23, 2017

    On January 19, 2017, the securities regulators in each of the provinces and territories of Canada published a notice that they have finalized two new derivatives rules as part of their ongoing G20 commitment to regulate over-the-counter derivatives in Canada.
  • Change in Shareholder Approval Requirements for Certain TSX-V-Listed Issuers Undertaking a Change of Business or Reverse Takeover
    January 13, 2017

    On December 15, 2016, the TSX Venture Exchange (TSX-V) published amendments to Policy 5.2 – Changes of Business and Reverse Takeovers of the TSX Venture Exchange Corporate Finance Manual (Policy 5.2). The amendments to Policy 5.2 include, among other things, specific guidance on where the TSX-V may waive the requirement for shareholder approval of a change of business (COB) or reverse takeover (RTO).


  • Cybersecurity Obligations of Directors
    February 16, 2017

    Your organization will in all likelihood suffer a cyberattack. According to a recent study by Accenture, the average Canadian organization faces about 96 cyberattacks per year, nearly one third of which result in a security breach. The aftermath of cyberattacks often leaves a wake of victims whose personal information has been breached, and correspondingly massive exposure for the companies that have been attacked.
  • Master Service Agreements in the Oilfield Services Industry
    February 15, 2017

    Master Service Agreements are commonly used as a means of negotiating and entering into commercial agreements for the provision of services and goods. Even within this simplified framework, most parties recognize that the negotiation of these agreements will usually come down to a few key clauses.
  • Proxy Season 2017: Improving the Accuracy, Reliability and Accountability of Proxy Vote Reconciliation
    February 13, 2017

    On January 26, 2017, the Canadian Securities Administrators (CSA) released CSA Staff Notice 54-305 Meeting Vote Reconciliation Protocols (the Protocols) concerning the improvement of the procedures used for counting proxy votes for shares held by intermediaries and the accuracy, reliability and accountability of proxy vote reconciliation. The Protocols specifically target the key entities that implement shareholder-meeting vote reconciliation: the Canadian Depository for Securities Limited (CDS), intermediaries, Broadridge Investor Communication Solutions Canada (Broadridge), and transfer agents that act as tabulators (collectively, the Key Entities).


  • Private Placement of Securities in Canada
    Second Edition, January 2017

    Securities regulation in Canada is a matter of provincial jurisdiction and each of the ten Canadian provinces and three territories has its own securities regulatory body, that enforces the relevant local legislation and generally has the power to promulgate rules, regulations and policies with respect to securities trading. Although the legal requirements with respect to securities offerings are substantially similar in each province and territory, there are some unique features to each regime.
  • The Upstream Oilfield Services Industry in Western Canada - A Backgrounder
    November 24, 2016

    This backgrounder has been prepared as a resource for investors who are looking for opportunities to invest in a sector that is an indispensable part of the Canadian energy sector and the Western Canadian economy.

  • Mining Initial Public Offering Guide
    September 19, 2016

    Canada’s world leading mining capital markets offer a wealth of opportunity, with their access to local and global natural resources, finance opportunities for companies at all stages, and sophisticated technical know-how. While Canada has several public listing platforms, the Toronto Stock Exchange (TSX) and Toronto Stock Exchange Venture Exchange (TSXV) are the principal and most relevant exchanges for mining companies.


  • Rio Tinto Alcan v. The Queen: Welcome Expansion of the Canadian Tax Deductibility of M&A Transaction Expenses
    February 2017

    In a welcome decision for Canadian acquirors and targets, the Tax Court of Canada recognized, in Rio Tinto Alcan Inc. v The Queen, that certain oversight expenses—including certain investment banking and other professional advisory fees—should be deductible in the context of M&A transactions. This is particularly so where such services are provided to enable the board of directors of the acquiror or target to determine whether to proceed with the transaction. The Court also established a principled basis for the deductibility of transaction expenses in a far broader set of circumstances than those previously accepted by the Canada Revenue Agency (the CRA), in particular, in situations in which a board is discharging its oversight function prior to a decision to implement a particular transaction(s). The decision is under appeal; if affirmed, it will represent a significant expansion of the deductibility of transaction fees. The onus will remain on the taxpayer to prove the expenses are deductible based on the new criteria; engagement letters for advisors and their invoices, clearly demarcating oversight activities in respect of proposed transaction(s) from the implementation phases, should be prepared accordingly. C. Kennedy and A. Nijhawan, "Rio Tinto Alcan v. The Queen: Welcome Expansion of the Canadian Tax Deductibility of M&A Transaction Expenses" Vol 36 No. 2 (February 2017) ABA Tax Times (American Bar Association, 2017).

  • Court reminds arbitrators and employers: Proper investigation of employee medical marijuana use high priority
    February 02, 2017

    John Gilmore and Matthew Macdonald appear in Canadian Employment Law Today, writing on how the courts have again reminded employers–and arbitrators–of the importance of a proper investigation and analysis when an employee is discovered to be using medical marijuana contrary to the employer's policies. The law of medical marijuana continues to develop as employers are increasingly faced with employees choosing to use medical marijuana for various health conditions.
  • What Does a Trump Administration mean for Canada's Mining Sector
    January 2017

    Only a few weeks ago the results of the U.S. presidential election were a foregone conclusion, with a second President Clinton all but assured her place in history. To paraphrase.. a funny thing happened on the way to the podium. In the time since, pundits and prognosticators have tried to understand what happened, what it says about America, and what we should expect in the years to come. Sander Grieve and Linda Misetich Dann write in the Canadian Mining Journal.