What a Donald Trump Presidency Means for Western Canada
December 15, 2016
It was our pleasure to host the Post U.S. Election event on December 1, featuring John Baird and Allan Gotlieb, on what a Donald Trump presidency means for Western Canada.
Marquee Energy Appeal Reaffirms Plans of Arrangement Law in Canada
December 08, 2016
In a decision released on November 15, 2016, the Alberta Court of Appeal allowed the appeal of Marquee Energy Ltd. (Marquee) from a prior decision of the Court of Queen's Bench of Alberta which had required, as a condition to any final approval of a plan of arrangement involving Marquee, Alberta Oilsands Inc. (AOS) and the shareholders of Marquee, that Marquee's plan of arrangement provide for a vote of the shareholders of AOS. Notably, in the context of the proposed transaction, the shares of AOS were not being arranged and therefore the decision of the lower Court represented a marked departure from prior jurisprudence pertaining to plans of arrangement in Canada.
Bennett Jones Fall 2016 Economic Outlook
November 29, 2016
This Fall Outlook has four sections. The first section describes the main aspects of the "new normal" of low growth that has prevailed for advanced economies in the last six years of economic recovery. The second section discusses key factors that have shaped the economic performance of advanced economies and are likely to condition growth in aggregate demand and potential output over the next several years. With this analysis in background, the third section briefly explains our short term outlook for the global economy and Canada to 2018, showing that for the advanced economy it remains well on the low-growth path of the "new normal". Finally, a fourth section draws implications of the "new normal" for the conduct of economic policies in advanced economies and the strategy businesses should follow.
2017 ISS and Glass Lewis Updates to Canadian Proxy Voting Guidelines
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.
What a Donald Trump Presidency Means for Canada
November 14, 2016
On November 8, 2016 Donald Trump was elected to be the 45th President of the United States of America. Sander Grieve, head of Bennett Jones’ Mining Practice, sat down with members of our Government Affairs & Public Policy team and asked them where they see challenges and opportunities for Canada based on their decades of experience in business and political relations with the United States.
The Lease of Your Worries: Preserving the Priority of a Lessor's Interest in an Asset
November 08, 2016
Unless a long-term lease of an asset is registered in the Personal Property Registry (“PPR”), the leasing arrangement may fail to protect the priority of the lessor’s ownership interest. The Alberta Court of Appeal in Fast Labour Solutions (Edmonton) Limited v Kramer’s Technical Services Inc, 2016 ABCA 266 ("Kramer's") held that the owner and lessor of a valuable asset (a crane) had a lower-priority claim than an unsecured judgement creditor of the lessee. Any lessor who might be considered to be “regularly engaged in leasing goods” can avoid such outcomes by ensuring that leases longer than one year or leases that could be longer than a year based on possession or renewals are registered in the PPR.
Private Placement as Defensive Tactic Considered in Context of New Takeover Bid Rules
November 01, 2016
On October 24, 2016, the British Columbia Securities Commission and the Ontario Securities Commission released their much anticipated reasons for their July 22, 2016, order, In the matter of Hecla Mining Company, which provide guidance for issuers contemplating whether a private placement would be considered an inappropriate defensive tactic in the context of an unsolicited takeover bid.
The Latest Word on Subsequent Legislative History and the GAAR
November 01, 2016
Two recent decisions of the Tax Court involving the general anti-avoidance rule (GAAR) have added to the array of inconsistent and controversial case law on the role of subsequent legislative history in the GAAR analysis.
Government of Canada Approves Pacific NorthWest LNG Project
September 28, 2016
On September 27, 2016, the Government of Canada approved the Pacific NorthWest LNG natural gas liquefaction and export facility, sending a strong signal that it is committed to growing Canada's role as a global energy supplier.
New Capital-Raising Initiatives for Alberta-based Start-up Businesses
September 26, 2016
On July 26, 2016, the Alberta Securities Commission (ASC) adopted a start-up business exemption (ASC Rule 45-517 Prospectus Exemption for Start-up Businesses), which is designed to be a simpler and less costly capital-raising alternative for Alberta-based start-up businesses. The start-up business exemption is intended to respond to the difficulties that start-up businesses may encounter when they are unable to cost-effectively rely on other capital-raising exemptions.
Ontario Takes Action on Pension Funding Reform
August 4, 2016
In November of last year, as part of its 2015 Economic Outlook and Fiscal Review, the Ontario government announced its plans to review the current solvency funding rules for defined benefit (DB) pension plans. The expedited review was to focus on plan sustainability, affordability and benefit security. On July 26, 2016, Ontario released the results of that review, a consultation paper entitled Review of Ontario’s Solvency Funding Framework for Defined Benefit Pension Plans. The Consultation Paper proposes options for reform of the funding rules for DB single employer pension plans (SEPPs).
Federal Court of Appeal: Government Failed to Adequately Consult with First Nations on Northern Gateway
July 25, 2016
On June 23, 2016, the Federal Court of Appeal delivered the Northern Gateway Project another procedural setback in its decision on Gitxaala Nation v Canada (2016 FCA 187). In a 2-to-1 split decision, the court overturned the federal Cabinet's June 2014 approval of Enbridge’s Northern Gateway Pipeline. The majority of the court thought the government’s aboriginal consultation framework was inadequate - "fell well short of the mark". The dissenting judge disagreed.
Helpful Amendments to the New Trade Reporting Rules Finalized
July 05, 2016
On June 30, 2016, the securities regulators of Alberta, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Prince Edward Island, Saskatchewan and Yukon (the "Announcing Jurisdictions") announced that they had finalized certain amendments to the derivatives trade reporting rules that recently came into effect in each of the Announcing Jurisdictions as well as in British Columbia.
Harmonized Discretionary Relief for New Trading Rules
June 20, 2016
On June 17, 2016, pursuant to Multilateral CSA Staff Notice 96-301 (the "Notice"), the securities regulators of each Alberta, New Brunswick, Nova Scotia and Saskatchewan (the "Announcing Jurisdictions") announced that they were providing harmonized discretionary relief with respect to certain obligations under the derivatives trade reporting rules that recently came into effect in each of the Announcing Jurisdictions (the "New Trade Reporting Rules") as well as the jurisdictions of British Columbia, Newfoundland and Labrador, the Northwest Territories, Nunavut, Prince Edward Island and Yukon (such jurisdictions being the "Other Participating Jurisdictions").
Ontario Encourages Gender Diversity Targets for Boards
June 10, 2016
The Ontario Government has announced a target that women comprise at least 40 percent of appointments to provincial boards and agencies by 2019 and is encouraging businesses to set gender diversity targets for their boards of directors.
TSX Proposes Mandated Website and Updated Equity Compensation Plan Disclosure Requirements
June 09, 2016
The Toronto Stock Exchange (TSX) has published for comment proposed amendments to the TSX Company Manual. If adopted, the amendments would, among other things, introduce mandated website disclosure for all TSX listed issuers (Part IV Amendments), and amend the current disclosure requirements regarding security based compensation arrangements (Part VI Amendments). The TSX is seeking public comment on the proposed amendments until June 27, 2016.
Bennett Jones Spring 2016 Economic Outlook
June 07, 2016
This Spring Outlook has three sections. The first section sets out our view of the economic outlook commencing with a very short summary of recent world economy dynamics, followed by a review of the outlook for global growth and Canadian growth for 2016 to 2018. The second section examines the expected adjustment of the Canadian economy to the oil price fall of the last year and a half and discusses how productivity growth could be raised through strategic infrastructure investment in order to counter the effects of lower future terms of trade on Canadian real income. The third section analyzes likely global trade developments and their implications for Canada.
Any Amendment Must be in Writing Signed by the Parties
June 01, 2016
The English Court of Appeal recently held that an express clause in a
contract requiring that any amendment be in writing and signed by the
parties does not preclude oral or unsigned amendments to the
contract. In holding that an oral amendment could be effective
notwithstanding an “anti-oral amendment” clause, the Court of Appeal
settled divergent English case law on the point, and provided persuasive
authority for a similar result in Canada.
Alberta Announces Bill 20 The Climate Leadership Implementation Act
May 26, 2016
On May 24, 2016 the Alberta government introduced Bill 20 – Climate Leadership Implementation Act (the CLIA). The CLIA establishes the legislative framework for Alberta's new carbon tax (referred to in the CLIA as the carbon levy). While many details are still to come in regulations that have not yet been released, the CLIA sets out Alberta's approach to broad-based carbon pricing.
WCO Technical Committee on Customs Valuation Sanctions Use of Transfer Pricing Studies
May 09, 2016
To support the use of transfer pricing studies as an aid in establishing that prices paid or payable are not influenced by the relationship between vendor and purchaser, the World Customs Organization (WCO) has sought for many years to reconcile differences between transfer prices for tax purposes and customs values for import appraisal purposes.
Harmonized Reporting for Private Placements (with Increased Disclosure Requirements)
April 27, 2016
An issuer that distributes securities to the public must either file a prospectus with securities regulatory authorities and deliver such prospectus to prospective purchasers, or rely upon a prospectus exemption available under securities legislation. Issuers who rely on certain prospectus exemptions to distribute securities are required to file a report of exempt distribution with securities regulatory authorities within a prescribed timeframe following each such distribution.
Changes to Canada's Integrity Regime for Public Procurement Create Onerous New Reporting Requirement
April 08, 2016
On April 4, 2016, Public Works and Government Services Canada, the procurement arm of the Canadian federal government, announced amendments to rules, known as the Integrity Regime, governing the eligibility of suppliers to enter into contracts and real property agreements with the Government of Canada. The Integrity Regime is intended to foster ethical business practices and reduce the risk of Canada entering into contracts with suppliers convicted of an offence linked to unethical business conduct. This update provides an overview of the Integrity Regime and highlights the recent changes.
Bennett Jones