Bennett Jones

Education

University of Alberta, BA, 1993 University of Alberta, LLB, 1997 Osgoode Hall Law School, LLM, 2003

Bar Admissions

Alberta, 1998

Jon C. Truswell

Partner

T: 403.298.3097 / E: truswellj@bennettjones.com

Calgary

Jon Truswell's practice focuses primarily on domestic, cross-border and international mergers and acquisitions, public & private equity and debt financings, reporting issuer compliance, shareholder activism and critical situations, and restructurings and corporate governance.

Jon's principal area of practice focuses on domestic and cross-border mergers and acquisitions transactions, including going private transactions, acting for the acquirer, target and special committees. Jon also has significant corporate finance experience in public and private debt and equity financings in Canada and the U.S. In addition, Jon has experience in corporate reorganizations, restructuring and spin-outs; corporate governance; continuous disclosure; incentive compensation and general commercial transactions.

Jon has been recognized by Lexpert Guide to the Leading U.S./Canada Cross-border Corporate Lawyers in Canada as a Canadian corporate lawyer to watch, by Lexpert Report on Business Special Edition as a leading Canadian energy lawyer, and by Lexperts Rising Stars Leading Lawyers under 40.

Recently, Jon spent five years as the Chair and 10 years in total as a member of the Board of Directors of Calgary's Prostate Cancer Centre. Jon is also a former Chair and a member of the Board of Governors of the Lindsay Park Sports Society, a not-for-profit society that manages and operates the MNP Community & Sports Centre (formerly the Repsol Sports Centre) in Calgary, Alberta.

Select Experience

The underwriters, led by ATB Securities, National Bank Financial and RBC Capital Markets, on their own behalf and on behalf of a syndicate of underwriters, comprised of Canaccord Genuity, Stifel Nicolaus Canada and Acumen Capital Finance Partners, in a bought deal public offering in Canada and private placement in the USA by InPlay Oil of subscription receipts for total gross proceeds of approximately C$32.8 million
NOVA Infrastructure, an infrastructure investment firm, as Canadian counsel, in connection with its take-private acquisition of UGE International, a Canadian publicly traded company listed on the TSX Venture Exchange
Riverstone Pipestone LP and Riverstone V REL CNOR LP, the largest shareholders of Pipestone Energy Corp., in connection with the acquisition by Strathcona Resources Ltd. of all of the outstanding shares of Pipestone pursuant to a plan of arrangement.
Riverstone Holdings LLC, in its acquisition of all issued and outstanding Class A common shares of Hammerhead Energy Inc. by Crescent Point Energy Corp. by an arrangement agreement for total consideration of approximately $2.55-billion, including approximately $455-million in assumed net debt, consisting of cash and common shares of the Purchaser
Riverstone Holdings LLC, through its subsidiary Riverstone Pipestone LP, in its investment in the $67.9-million private placement of convertible preferred shares of Pipestone Energy Corp
Repsol Oil & Gas Canada Inc. in its US$468-million sale of all partnership interests of Repsol Canada Energy Partnership to Peyto Exploration & Development Corp
Nippon Steel Corporation in its $1.15-billion investment in Elk Valley Resources Ltd., a steelmaking coal business to be spun-out as an independent public company from Teck Resources Ltd.
Alcanna Inc. (formerly Liquor Stores N.A. Ltd.) in the approximately $138-million investment by Aurora Cannabis Inc.
Alcanna Inc. in its $81-million disposition of liquor retail operations in British Columbia.
Alcanna Inc. in a $27.6-million bought deal secondary offering of common shares by Aurora Cannabis Inc.
Alcanna Inc. in its approximately $30-million substantial issuer bid
Alcanna Inc. in its approximately $120-million spin-out transaction to create Nova Cannabis Inc. and $40-million concurrent private placement
Alcanna Inc. in its approximately $320-million acquisition by Sundial Growers Inc.
North West Redwater Partnership in a consent solicitation from $6.35-billion of bonds for a substantially revised and amended Trust Indenture, a $2.6-billion four tranche bond issuance, an amendment of the Partnership's $3.5-billion senior secured credit facilities, amendments to the Processing Agreements backstopping the economics of the Refinery, a transfer of partnership units from North West Refining Inc. to Alberta Petroleum Marketing Commission and substantial amendments to the governance structure of the Partnership
Zedi Inc., in the sale of its software and automation businesses to affiliates of Emerson Electric Co
Eagle Energy Inc., in the successful defense against activist investors in a proxy contest for control of its board of directors
PointNorth Capital, in its successful proxy contest for renewal of the board of directors of Liquor Stores N.A. Ltd.
Nova Cannabis Inc. (TSX: NOVC) in filing its C$35-million short-form base shelf prospectus and C$20-million at-the-market offering
A syndicate of underwriters led by RBC Dominion Securities Inc., in a $1-billion bond offering made by the Province of Alberta, completed in August 2016
A syndicate of underwriters led by CIBC World Markets Inc., in a $600-million bond offering made by the Province of Alberta
Edge Natural Resources LLC, in the acquisition of all of the issued and outstanding shares and warrants of Canamax Energy Ltd. by a group of investors including Edge, senior management and certain other shareholders in a going private transaction valued at approximately $82 million
Repsol S.A., in its acquisition of all of the issued and outstanding common and preferred shares of Talisman Energy Inc. in a transaction valued at approximately $15.1 billion
Sinopec Group, in its acquisition of all of the issued and outstanding shares and convertible debentures of Daylight Energy Ltd. in a transaction valued at approximately $2.9 billion
Teine Energy Ltd., in the issuance of US$350 million in aggregate principal amount of 6.875% senior notes due 2022
The underwriters, in multiple bond offerings by the Province of Alberta in aggregate principal amount of approximately $23 billion
Zedi Inc., in the sale of all of the issued and outstanding shares of Zedi to senior management, certain shareholders and other investors in a going private transaction valued at approximately $1.9 billion
NAL Energy Corporation, in the sale of all of the issued and outstanding common shares of NAL to Pengrowth Energy Corporation in a transaction valued at approximately $1.9 billion
Avalon Exploration Ltd., in the sale of all of the issued and outstanding shares of Avalon to Twin Butte Energy Ltd. in a transaction valued at approximately $89 million
Berens Energy Inc., in the sale of all of the issued and outstanding shares of Berens to PetroBakken Energy Ltd. and a wholly-owned subsidiary of PetroBakken Energy Ltd. in a transaction valued at approximately $336 million
Aecon Group Inc., in its acquisition of all of the issued and outstanding shares of Lockerbie & Hole Inc. in a transaction valued at approximately $200 million
Precision Drilling Trust, in the completion of a US$172.5-million cross-border public offering of 46,000,000 trust units at a price of US$3.75 per trust unit
Precision Drilling Trust, in its acquisition of all of the common stock of Grey Wolf, Inc. in a transaction valued at approximately $2 million
The special committee of Berkana Energy Corp., in the offer by Quatro Resources Inc. to acquire all of its outstanding common shares following the announcement by Murphy Oil Canada of its intention to sell its 80 percent shareholdings in Berkana
Marathon Oil Corporation, in its acquisition of all of the issued and outstanding shares of Western Oil Sands Inc. in a transaction valued at approximately U.S.$6.9 billion
WCE Holdings Inc., the parent company of the Winnipeg Commodity Exchange, in the sale of all of its issued and outstanding shares to Intercontinental Exchange, Inc. in a transaction valued at approximately $50 million
Penn West Energy Trust, in its acquisition of C1 Energy Ltd.
Avalon Resources Ltd., in a takeover bid (cash and shares) made by Atlas Energy Ltd. for the common shares of Avalon in a transaction valued at approximately $60 million
ATCO Group, in the sale of its retail energy business to Direct Energy Marketing Limited
TELUS Corporation, in its proposed reorganization into an income trust, which would have been the largest income trust conversion in Canadian history
Extendicare Inc. and Extendicare REIT, in a $1.6-billion reorganization resulting in the distribution of Assisted Living Concepts, Inc. to Extendicare shareholders and the conversion of the remaining business of Extendicare into a Canadian real estate investment trust, Extendicare REIT
Enerflex Systems Ltd., in its reorganization, by way of a plan of arrangement, into a mutual fund trust, Enerflex Systems Income Fund
Total Energy Services Ltd., in its reorganization, by way of plan of arrangement, into a mutual fund, Total Energy Services Trust
Carfinco Income Fund, in its reorganization, by way of a plan of arrangement, into a mutual fund trust, Carfinco Income Fund. Carfinco Income Fund, in public offerings of $6 million of trust units (2006) and $11.5 million of trust units
CIBC World Markets Inc., lead to a syndicate of underwriters, in public offerings of $100 million of convertible debentures (2005) and $252 million of subscription receipts (2007) by Progress Energy Trust
Gienow Windows & Doors Income Fund, in its $165-million initial public offering of trust units, $80-million private placement and $65-million credit facility
Canadian Pacific Hotels and Legacy Hotels Real Estate Investment Trust, in its $586-million offering of REIT units and $300-million offering of debentures of Legacy Hotels Real Estate Investment Trust
Global Thermoelectric, in its cross border sale to FuelCell Energy, Inc.
Beau Canada Exploration Limited, in a $381-million (aggregate) takeover bid by Murphy Oil Corporation
Moffat Communications Limited and Mr. Randal Moffat, in the $1.2-billion acquisition of Moffat Communications by Shaw Communications

Recent Insights, News & Events

Annual Securities Law Forum
Event / January 22, 2025
Join us for the Bennett Jones Securities Forum, an insightful event featuring updates and analysis on key developments in securities law, recent case law and securities litigation. Designed for professionals navigating the complexities of the securities landscape, this forum offers an opportunity to hear from industry experts and engage in meaningful discussions.
Vermilion Energy Announces $1.075 Billion Acquisition of Westbrick Energy
Client Work / December 27, 2024
Vermilion Energy has announced it has entered into an agreement to acquire Westbrick Energy for total consideration of C$1.075-billion.
Redefining Corporate Disclosure of Material Change
Blog / October 16, 2024
As the Supreme Court of Canada prepares to deliver its decision in Lundin Mining Corporation v Dov Markowich, 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.
NOVA Completes Purchase of UGE International
Client Work / August 16, 2024
NOVA Infrastructure, a middle-market infrastructure investment firm, has completed the purchase of UGE International Ltd., a Canadian publicly traded company listed on the TSX Venture Exchange. On May 28, 2024, NOVA agreed to acquire approximately 70 percent of the common shares of UGE, a publicly traded entity listed on the TSX Venture Exchange. The transaction successfully received securityholder and regulatory approval.
SNDL to Acquire Remaining Minority Interest of Nova Cannabis
Client Work / August 13, 2024
SNDL Inc. and Nova Cannabis Inc. have announced that they have entered into an arrangement agreement pursuant to which SNDL will acquire all of the issued and outstanding common shares in the capital of Nova not already owned by SNDL, representing approximately 34.8 percent of Nova shares, by way of a statutory plan of arrangement for aggregate consideration of approximately C$40 million. Bennett Jones is acting as legal counsel to Nova.
Bennett Jones Earns Seven Excellence Awards In 2024 CLAs
Announcements / April 17, 2024
Bennett Jones is an Excellence Awardee in the Commercial Litigation Team of the Year category in the 2024 Canadian Law Awards. The firm is also acting for six clients who are Excellence Awardees in four separate Deals of the Year.
Bennett Jones Securities Law Update
Event / January 24, 2024
The securities landscape is constantly evolving, driven by regulatory changes, market dynamics and technological advancements. To stay ahead and make informed decisions, professionals in the financial and legal sectors need to stay up-to-date with the latest developments.
TSX Provides Guidance on Voting Agreements
Blog / March 08, 2023
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.
Nippon Steel Commits to $1.15 Billion Investment in Elk Valley Resources in Teck Spin Off
Client Work / February 22, 2023
Bennett Jones is representing Nippon Steel Corporation in its proposed $1.15 billion investment in Elk Valley Resources Ltd. (EVR), a steelmaking coal business to be spun-out as an independent public company from Teck Resources Ltd. Nippon Steel and EVR have agreed that concurrently with the completion of the investment, they will enter into long-term coal offtake rights agreement, under which EVR will supply steelmaking coal to Nippon Steel.
DCRD in C$1.39 Billion Business Combination with Hammerhead Resources
Client Work / September 27, 2022
Bennett Jones is acting for Decarbonization Plus Acquisition Corporation IV (DCRD), a special purpose acquisition company, in its C$1.39 billion business combination with Hammerhead Resources Inc., a Calgary-based energy company. Upon closing of the transaction, the combined company is be listed on the Nasdaq.
ISS Releases 2021 Climate & Voting Review and Global Trends Report
Blog / June 08, 2022
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.
2022 Securities Law Forum
Event / January 19, 2022
Please join us for our annual Securities Law Forum in a virtual format. We will be providing an overview of essential securities law developments for 2022.
TSX Venture Exchange Updates Security-Based Compensation Policies
Blog / December 10, 2021
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).
CSA Guidance on Improving COVID-19 Disclosures
Blog / March 18, 2021
On February 25, 2021, the Canadian Securities Administrators (CSA) published Staff Notice 51-362 – Staff Review of COVID-19 Disclosures and Guide for Disclosure Improvements. The CSA notice details the results of a recently completed issue-oriented review conducted by the CSA regarding the continuous disclosure obligations of reporting issuers in light of the COVID-19 pandemic.
Annual Securities Law Forum
Event / January 20, 2021
Our Annual Securities Law Forum was presented in a virtual format, providing an overview of essential securities law developments for 2021. Topics covered were of interest to in-house counsel, management, directors and compliance personnel.
Amendments to NI 51-102 Continuous Disclosure Obligations Related to Business Acquisition Reports
Blog / September 16, 2020
The Canadian Securities Administrators recently published amendments to National Instrument 51-102 Continuous Disclosure Requirements (NI 51-102) related to the Business Acquisition Report (BAR) requirements.
2020 ISS and Glass Lewis Updates to Canadian Proxy Voting Guidelines
Blog / January 28, 2020
Institutional Shareholder Services ("ISS") and Glass, Lewis & Co ("Glass Lewis") have both released their updates to their respective Canadian proxy voting guidelines for the 2020 proxy season. The ISS updates apply to shareholder meetings of publicly traded Canadian companies occurring on or after February 1, 2020, while Glass Lewis updates apply to meetings that are held on or after January 1, 2020.
Alberta Corporations Law Guide
Articles / December 06, 2019
Bryan Haynes, Brent Kraus, Scott Bodie, Denise Bright, Drew Broughton, Kelly Ford, Bruce Hibbard, Peter Inglis, Justin Lambert, Kahlan Mills, Jon Truswell, Adrienne Roy and Brian Wells were involved in updating the Alberta Corporations Law Guide, Vol. 1 for LexisNexis.
Who Watches the Watchers? SEC Issues Guidance on Proxy Advisory Firms
Blog / September 10, 2019
The United States Securities and Exchange Commission (SEC) recently issued guidance on the applicability of certain U.S. proxy rules to voting advice given by proxy advisory firms, such as ISS and Glass [...]
Bennett Jones Leads Canada in Energy Law
Announcements / September 02, 2019
Bennett Jones has 49 lawyers ranked in Lexpert’s 2019 Special Edition—Canada’s Leading Energy Lawyers, more than any other firm. The rankings appear in the Globe and Mail’s Report on Business magazine.
Canadian Mining Journal and What’s New for 2019 Proxy Season
In The News / February 01, 2019
Sander Grieve, Jon Truswell, John Piasta and Hind Masri write on how ISS and Glass Lewis proxy voting guidelines have changed for 2019 in Canadian Mining Journal. They look at how recent battles between investors and boards have seen dramatic results and changes of corporate direction. Mining has come in particular focus with contested meetings at Canadian companies. Recommendations from proxy advisory firms Institutional Shareholder Services (ISS) and Glass Lewis continue to impact the outcome of shareholder meetings.
Annual Securities Law Forum 2019
Event / January 23, 2019
Please join us for the Bennett Jones Annual Securities Law Forum. We will be providing an overview of essential securities law developments for 2019. Topics covered will be of interest to in-house counsel, [...]
2019 ISS and Glass Lewis Updates to Canadian Proxy Voting Guidelines
Updates / January 22, 2019
Institutional Shareholder Services (ISS) and Glass, Lewis & Co ("Glass Lewis") have both released their updates to their respective Canadian proxy voting guidelines for the 2019 proxy season. The ISS updates apply to shareholder meetings of publicly traded Canadian companies occurring on or after February 1, 2019, while Glass Lewis updates apply to meetings that are held on or after January 1, 2019. Recommendations from proxy advisory firms such as ISS and Glass Lewis can have a significant impact on the outcome of business conducted at shareholder meetings, especially if institutional investors comprise a significant component of the company's shareholder base. Canadian public companies should review the updates with their legal counsel to determine the likely impact and take steps to mitigate any potential adverse voting recommendations from ISS or Glass Lewis.
Soliciting Dealer Arrangements—CSA Staff Notice 61-303 and Request for Comment
Updates / 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.
Cannabis in Canada 2018 & Beyond
Speaking Engagements / March 08, 2018
Ranjeev Dhillon is a panelist at a Bennett Jones event in Calgary, AB, with Jon Truswell (Partner) and Rod Elliot of cannabisCONNECT.
Updates on Continuous Disclosure and Corporate Governance in Securities Law
Blog / February 07, 2018
Three years following implementation of mandatory disclosure of women on boards and in executive officer positions, the new rules have marginally improved female representation. The percentage of women [...]
2018 ISS and Glass Lewis Updates to Canadian Proxy Voting Guidelines
Updates / 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.
Jon Truswell in Calgary Herald on Priddis Greens Charity Classic
In The News / August 26, 2017
Jon Truswell, Chair and a member of the Board of Directors of Calgary’s Prostate Cancer Centre, is pictured in the Calgary Herald in its coverage of the annual Priddis Greens Charity Classic. The participation of golfers in the tournament, sponsors and volunteers resulted in $350,000 being raised for the Centre. Over two days, 47 teams of 188 golfers took to the links. The Centre relies solely on donor dollars and does not enjoy any government funding.
Canadian Securities Administrators Provide Guidance on the Review of Material Conflict of Interest Transactions
Updates / 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.
Jon Truswell at Charity Vehicles and Violins Gala in Calgary
In The News / April 01, 2017
Jon Truswell is pictured in the Calgary Herald as he attends An Evening of Vehicles and Violins Gala in Calgary, now in its 37th year. Jon is the chair and a member of the board of directors of the Prostate Cancer Centre in Calgary, which was one of the evening's two beneficiaries of this charity event. The gala provides attendees with an exclusive preview of the 2017 Calgary International Auto and Truck Show, accompanied by live music played by musicians from the Calgary Philharmonic Orchestra. Bill Brooks: Vehicles and Violins Gala – the perfect tune up
2017 ISS and Glass Lewis Updates to Canadian Proxy Voting Guidelines
Updates / November 24, 2016
Institutional Shareholder Services (ISS) and Glass, Lewis & Co (Glass Lewis) have both released their updates to their respective Canadian proxy voting guidelines for the upcoming 2017 proxy season. The ISS updates apply to shareholder meetings of publicly traded Canadian companies occurring on or after February 1, 2017, while Glass Lewis updates apply to meetings that are held in 2017.
Jon Truswell in Calgary Herald at Fraser Institute Founders' Award
In The News / November 12, 2016
The Calgary Herald covered the Fraser Institute Founders’ Award honouring Saskatchewan Premier Brad Wall at the Hyatt Regency Hotel. Jon Truswell attended the Award dinner, which had its highest attendance ever. The Founders’ Award, named after founders T. Patrick Boyle and Michael A. Walker, is the institute’s highest honour. Fraser Institute Honors Brad Wall with Prestigious Award
ASC Adopts Crowdfunding Prospectus Exemption for Small or Start-up Alberta Businesses
Blog / November 02, 2016
Effective October 31, 2016, the Alberta Securities Commission (ASC) adopted Multilateral Instrument 45-108 Crowdfunding (MI 45-108) which provides Alberta-based issuers with a crowdfunding prospectus [...]
Jon Truswell in Calgary Herald on Prostate Cancer Centre
In The News / August 29, 2016
The Calgary Herald reports on the success of the 18th annual Priddis Greens Charity Classic, which raised $325,000 for the Prostate Cancer Centre (PCC) of Calgary. Jon Truswell, Chair and a member of the Board of Directors of the PCC, attended the event along with other leaders of the Centre. Brooks Prostate Cancer Centre Wins Big at Priddis Greens Charity Classic
Alberta Confirms it Will Not Join Cooperative Capital Markets Regulatory System
Updates / March 31, 2016
On March 29, 2016, Alberta Finance Minister J Ceci formally announced that the Province of Alberta would not join British Columbia, Saskatchewan, Ontario, and other jurisdictions in the creation of a national securities regulator. Minister Ceci's announcement re-affirms the position taken by previous Alberta provincial governments.
Going Private Transactions in Canada's Energy Sector - On the Rise?
Blog / March 30, 2016
Are going private transactions on the rise? Conditions are ripe for an increased number of private equity-led buyouts of public companies. In a "lower for longer" commodity price environment, Canadian [...]
Going Private Transactions in Canada's Energy Sector – On the Rise?
Updates / March 23, 2016
Are going private transactions on the rise? Conditions are ripe for an increased number of private equity-led buyouts of public companies.
ISS and Glass Lewis Announce 2016 Canadian Proxy Voting Guideline Updates
Updates / November 25, 2015
Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis) have both released updates to their respective Canadian proxy voting guidelines for the upcoming 2016 proxy season. The ISS updates will apply to shareholder meetings of publicly traded Canadian companies occurring on or after February 1, 2016, while Glass Lewis updates will apply to meetings that are held on or after January 1, 2016.
TSX Expands Exemptions Available to Interlisted Issuers
Updates / September 30, 2015
On September 10, 2015, the Toronto Stock Exchange (TSX) published a Notice of Amendments to the TSX's Company Manual. The Amendments modify, expand and formalize certain exemptions available to issuers listed on the TSX which are also listed in another market.
Cooperative Capital Markets System Publishes Revised Draft Legislation and Draft Regulations
Updates / September 01, 2015
On August 25, 2015, the participating jurisdictions of the proposed Cooperative Capital Markets System (the Cooperative System) published for comment a revised consultation draft of the uniform provincial/territorial Capital Markets Act (CMA) and draft initial regulations. The comment period is open until December 23, 2015. Additional draft initial regulations will be published for comment in the coming months, including a harmonized set of prospectus exemptions and a fee regulation.
Give and Take: Canadian Securities Regulators Ease Disclosure Burdens on Venture Issuers but Enhance Audit Committee Member Requirements
Updates / April 13, 2015
On April 9, 2015, the Canadian Securities Administrators announced amendments to the continuous disclosure and governance obligations of venture issuers in three national instruments: National Instruments 51-102 Continuous Disclosure Obligations (NI 51-102), 52-110 Audit Committees (NI 52-110), 41-101 General Prospectus Requirements (NI 41-101) and related companion policies, which are expected to come into force between June 30, 2015 and January 1, 2016. The amendments, initially proposed in May 2014, were previously discussed in our article, Streamlining Disclosure for Venture Issuers, published on May 29, 2014.
Nicholas Fader, Jon Truswell and Adrienne Roy Update Quoted in the Financial Post on ASC Appeal
In The News / November 24, 2014
In the Financial Post article, "ASC Seeks Leave to Appeal Insider Trading Decision," Julius Melnitzer quotes the Bennett Jones Corporate Finance Update by Nicholas Fader, Jon Truswell and Adrienne Roy.
ISS Announces 2015 Canadian Proxy Voting Guideline Updates
Updates / November 18, 2014
Institutional Shareholder Services (ISS) released updates to its Canadian proxy voting guidelines for the upcoming 2015 proxy season. The ISS updates will apply to shareholder meetings of publicly traded Canadian companies occurring on or after February 1, 2015. Recommendations from proxy advisory firms such as ISS can have a significant impact on the outcome of business conducted at shareholder meetings, especially if institutional investors comprise a significant component of the shareholder base. Canadian public companies should review the updates with their legal counsel to determine the likely impact and take steps to mitigate any potential adverse voting recommendations from ISS.
Alberta Securities Commission Applies to SCC for Leave to Appeal Insider Trading Decision in Walton
Updates / November 17, 2014
The Alberta Securities Commission (ASC) has applied to the Supreme Court of Canada for leave to appeal the August 2014 decision of the Alberta Court of Appeal (Court) in Walton v Alberta (Securities Commission), 2014 ABCA 723 – a decision that has generated considerable legal and media attention. In Walton, the Court overturned various ASC rulings with respect to the insider trading, tipping and recommending/encouraging provisions of the Securities Act (Alberta). The focal points of the ASC's leave application concern the evidence necessary to prove allegations of illegal insider trading, tipping and recommending/encouraging, and the sanctions that may be imposed by the ASC on persons found to have engaged in such conduct. Commentators have suggested that, if the Court's decision in Walton stands, the ASC's ability to prosecute future insider trading cases will be adversely affected, particularly where an individual is alleged to have recommended that another person purchase or sell securities or encouraged that person to do so.
Streamlining Disclosure for Venture Issuers
Updates / May 29, 2014
On May 22, 2014, the Canadian Securities Administrators (CSA) published for comment proposed amendments to National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102), National Instrument 41-101 General Prospectus Requirements (NI 41-101), National Instrument 52-110 Audit Committees (NI 52-110) and related companion policies. The proposed amendments, if adopted, would streamline and tailor disclosure for venture issuers and make the disclosure requirements for venture issuers more manageable for issuers at their stage of development.
CSA Proposes Amendments to Accredited Investor and Minimum Amount Investment Prospectus Exemptions
Updates / March 11, 2014
On February 27, 2014, the Canadian Securities Administrators published for comment proposed amendments to National Instrument 45-106 Prospectus and Registration Exemptions. The proposed amendments, if adopted, would require individuals relying on the accredited investor prospectus exemption in section 2.3 of NI 45-106 and section 73.3 of the Securities Act (Ontario) to obtain a signed risk acknowledgement form in Form 45-106F9 Risk Acknowledgement Form for Individual Accredited Investors from certain individual accredited investors who are not permitted clients, and restrict the minimum amount investment prospectus exemption in section 2.10 of NI 45-106 to distributions to non-individual investors.
ISS Announces Key 2014 Draft Policy Updates
Updates / October 31, 2013
On October 21, 2013, Institutional Shareholder Services (ISS), an influential proxy advisory firm, released three proposed updates to its Canadian proxy voting guidelines. The proposed updates relate to director overboarding, pay for performance quantitative screen and problematic audit-related issues. ISS is seeking feedback from market participants to finalize these updated guidelines, which will be published in November 2013 and will apply to shareholder meetings of publicly traded Canadian companies occurring on or after February 1, 2014.
Unsolicited Expressions of Interest may be Material Information
Updates / August 30, 2013
The Alberta Securities Commission (ASC) has entered into a settlement agreement with Anthony Lambert, the former CEO of Daylight Energy Ltd., following allegations by the ASC that Mr. Lambert violated provisions of the Securities Act (Alberta) relating to insider trading and tipping.
The CSA Proposes a New Framework for Shareholder Rights Plans and Amendments to the Early Warning Reporting Regime
Updates / March 22, 2013
Last week, the Canadian Securities Administrators (CSA) published a proposed new regulatory framework for shareholder rights plans under National Instrument 62-105 Security Holder Rights Plans, and significant changes to Canada's early warning reporting regime with proposed amendments to National Instrument 62-103 Early Warning System and Related Take-Over Bids and Insider Reporting Issues, Multilateral Instrument 62-104 Take-Over Bids and Issuer Bids and National Policy 62-203 Take-Over Bids and Issuer Bids.
Jon Truswell Recognized Among Canada's Top 40 Lawyers Under 40
Announcements / November 26, 2010
On November 25, 2010, Lexpert magazine recognized Canada's top 40 lawyers and corporate counsel under 40 at the Rising Stars Gala in Toronto, Ontario. Jon Truswell, a corporate partner in the firm's Calgary office was among the recipients of this award.
Bennett Jones Announces Eight New Partners
Announcements / April 20, 2006
Congratulations to the eight Bennett Jones associates who were unanimously voted into the partnership.