Stay informed on the latest business and legal insights and events.
Updates
Alberta's Metis Consultation Policy
April 04, 2016
Although formally approved by Cabinet in the fall of 2015, The Government of Alberta's Policy on Consultation with Metis Settlements on Land and Natural Resource Management (the Metis Settlements Consultation Policy) came into force and was publicly released on March 31, 2016. The Metis Settlements Consultation Policy was released together with The Government of Alberta's Guidelines on Consultation with Metis Settlements on Land and Natural Resource Management (the Metis Settlements Consultation Guidelines). The Metis Settlements Consultation Policy and Guidelines are similarly modeled after the Government of Alberta's policy and guidelines related to First Nations consultation, as a result there is significant overlap between the two sets of documents. This overview is intended to highlight the key elements of the Metis Settlements Consultation Policy and specific areas of difference between it and the Government of Alberta's policy and guidelines in relation to First Nations consultation.
Alberta Confirms it Will Not Join Cooperative Capital Markets Regulatory System
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.
An Introduction to the Division of Pension Benefits on Marriage Breakdown in Ontario - Part I
March 29, 2016
The long-awaited reform of the family law provisions of the Ontario Pension Benefits Act (PBA) came into effect on January 1, 2012 and the passage of time has brought to light the challenges involving the 'new' pension division rules. In a Six-Part Pension Division Series, for those who are required to use them, Bennett Jones will simplify Ontario's pension division rules.
Considering an Asset Sale Transaction? Be Aware of Shareholder Approval Requirements
March 29, 2016
In the current economic climate, many companies are seeking alternative means of accessing capital for their businesses, including selling assets when other means of financing may not be available. When considering an asset sale transaction, both buyers and sellers should ensure that the seller's shareholder approval requirements under corporate legislation are not inadvertently triggered.
Climate Change Related Pieces in Federal Budget
March 29, 2016
Finance Minister Bill Morneau's first federal budget includes many of the environmental initiatives the Liberals raised in their election platform. The federal government's approach is to infuse environmental concepts into a broad range of policy initiatives. This update will highlight certain features of the budget.
Amendments to Early Warning Regime
March 21, 2016
On February 25, 2016, the Canadian Securities Administrators (CSA) published final amendments to the early warning regime (the Amendments). The Amendments are consistent with the revised proposals released by the CSA on October 10, 2014. We discussed these proposals in our October 14, 2014, client update: The CSA Proceeds with Amendments to the Early Warning Reporting Regime but Abandons Two Key Proposed Changes. The Amendments are anticipated to take effect on May 9, 2016.
Ontario Releases Draft Carbon Market Details
March 01, 2016
Ontario has released a proposed new statute called the Climate Change Mitigation and Low-Carbon Economy Act, 2016 (the Climate Change Act). The Ontario government also released the Cap and Trade Regulatory Proposal (the Cap and Trade Regulation) and a Revised Guideline for Greenhouse Gas Emissions Reporting (the Reporting Regulation).
Canada Implements New Take-Over Bid Rules
February 29, 2016
Following a lengthy process involving each of the securities commissions in Canada, industry participants and the legal community, on February 25, 2016, the Canadian Securities Administrators (CSA) adopted amendments to Multilateral Instrument 62-104 Take-Over Bids and Issuer Bids and changes to National Policy 62-203 Take-Over Bids and Issuer Bids (the New Rules). The New Rules represent a significant departure from the historic take-over bid regime in Canada. Under the New Rules, shareholders will have a greater ability to make informed tender decisions and target boards will be provided with more time to identify and pursue alternative transactions and/or other defensive measures. The New Rules will come into effect on May 9, 2016, provided that implementation in Ontario may be delayed beyond that date until the relevant legislation is proclaimed into force.
Survival Periods Versus Limitation Periods: Which Prevails?
February 16, 2016
The recent Court of Queen's Bench of Alberta decision in NOV Enerflow ULC v Enerflow Industries Inc. (the NOV Decision) considered survival periods of representations and warranties in commercial contracts and the interplay of such survival periods with the Alberta Limitations Act. The Court reviewed and commented on recent Alberta decisions in the area and unequivocally advanced the principle that sophisticated contracting parties are able to agree upon expiration dates for representations and warranties in a commercial contract and that enforcement of such dates will not be in contravention of the Limitations Act.
New Prospectus Exemption for Investors that Receive Suitability Advice from a Registered Investment Dealer
February 11, 2016
Securities regulatory authorities in each of British Columbia, Alberta, Saskatchewan, Manitoba and New Brunswick recently announced the creation of a new prospectus exemption that will allow certain issuers to distribute securities to investors who have obtained advice about the suitability of the investment from a registered investment dealer (the Exemption). A draft version of the Exemption was published on April 16, 2015. We discussed the draft in our April 29, 2015, client update: Securities Regulators in British Columbia, New Brunswick and Saskatchewan Propose Prospectus Exemption for Certain Distributions through an Investment Dealer.
A Primer on Competition Investigations in Canada
February 09, 2016
The Competition Bureau just telephoned. They have started an "inquiry". Your company is about to receive a "section 11 Order". What's happening, and what's next?
Northern Gateway: BC Supreme Court Rules that British Columbia Must Issue its Own EA Decision and Consult First Nations
February 09, 2016
In Coastal First Nations v British Columbia (Environment), 2016 BCSC 34, the court decided British Columbia must issue its own environmental decision and consult First Nations on the Northern Gateway Project (NGP), instead of deferring to the federal review and consultation. This decision has profound implications for reconciling provincial and federal jurisdiction over the environmental review of interprovincial projects, and the related Crown duty to consult affected First Nations. While the decision casts more uncertainty over the NGP, it also affects any resource development project that involves a harmonized federal/provincial review.
Alberta Announces Modernized Royalty Framework
February 08, 2016
On January 29, 2016, the Alberta government released the Alberta at a Crossroads - Royalty Review Advisory Panel Report and announced that it will begin drafting a modernized royalty framework (MRF) based on all of the recommendations of the Royalty Review Advisory Panel contained in the report.
The New Face of Commercial Crime
February 04, 2016
A detailed review of the potential liability for companies and their directors from a cyber-attack.
TSX Outlines Proposed Venture Exchange Reform
December 21, 2015
On December 17, 2015, the TSX Venture Exchange (TSXV or the Exchange) published a White Paper on its proposed broad-based reforms to various TSXV rules, policies and strategies aimed at fostering renewed interest in the Exchange and its services in the wake of ongoing sluggish capital markets conditions for junior issuers. The White Paper, Revitalizing TSX Venture Exchange: Canada's Public Venture Market, was the result of a lengthy consultative process, during which more than 130 clients and key stakeholders from many of the TSXV's most important industry sectors (including natural resource, science and technology and financial services) provided feedback to the Exchange that was then examined by various advisory committees across Canada. The White Paper synthesizes their recommendations into a three-pronged strategic reform program aimed at: (1) reducing the financial burden of compliance for listed issuers; (2) attracting new and more diverse capital to the Exchange; and (3) broadening and diversifying the base of listed issuers on the Exchange. The proposed initiatives within each prong range from general to specific and from conceptual to technical, but the TSXV has indicated its intention to implement these initiatives on an "aggressive timeline", subject in certain cases to regulatory approval.
Lessons from the Suncor-Canadian Oil Sands Shareholder Rights Plan Decision
December 17, 2015
On December 14, 2015, the Alberta Securities Commission (ASC) released its much anticipated decision (the Decision, Re Suncor Energy Inc., 2015 ABASC 984) concerning the 120-day shareholder rights plan adopted by Canadian Oil Sands Limited (COSL) in response to the unsolicited take-over bid for COSL commenced by Suncor Energy Inc. (Suncor) on October 5, 2015.
Canada Signs Global Climate Change Agreement
December 14, 2015
After many marathon negotiation sessions, Canada, along with 195 other countries, signed a new climate agreement this past weekend called the Paris Agreement. The Paris Agreement was adopted under the United Nations Framework Convention on Climate Change.
Bennett Jones Fall 2015 Economic Outlook
December 02, 2015
This fall 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 2015 to 2017. The second section contains an analysis of the factors which underpin the evolution of Canada's competitiveness over the last decade and examines the chance of regaining some competitiveness in the next few years. The third section analyzes likely global trade developments and their implications for Canada.
ISS and Glass Lewis Announce 2016 Canadian Proxy Voting Guideline 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.
Alberta Securities Commission and Nunavut Securities Office Publish Proposed Start-up Business Exemption
November 24, 2015
The Alberta Securities Commission (ASC) and Nunavut Securities Office recently published for comment proposed Multilateral Instrument 45-109 Prospectus Exemption for Start-Up Businesses (the Proposed Exemption). The Proposed Exemption aims to facilitate capital raising by start-up and early-stage businesses until they are able to cost effectively use the offering memorandum exemption or other available exemptions from the prospectus requirement.
Alberta Announces Climate Leadership Plan
November 22, 2015
Today the Alberta government announced its Climate Leadership Plan (Plan) and released to the public the Climate Leadership Report to Minister (Report) it commissioned from the Climate Change Advisory Panel.
The Gap, the Trap and the Binding Spring
November 16, 2015
In three decisions released concurrently by the Canadian International Trade Tribunal (CITT) on September 18, 2015 (collectively referred to as the Bri-Chem trilogy), the CITT instructed the Canada Border Services Agency (CBSA) that the CITT's legal interpretations of the Customs Act are binding on the CBSA unless it successfully appeals to the Federal Court of Appeal or the Supreme Court of Canada. The binding nature of the legal precedent applies not only to the case before the CITT, but to all cases considered by the CBSA unless distinguishable on the facts.
Key Policy Initiatives from Canada's New Liberal Government You Need to Anticipate
October 26, 2015
The Canadian election last week (October 19) produced a new government under Liberal Party leader Justin Trudeau. Defying speculation of a minority government, the Liberals won a clear majority, defeating the NDP and Stephen Harper's Conservative government to mark a decisive return to a centre-left government in Canada.
Preparing for the Unsolicited Bid
October 08, 2015
Market volatility, the recent decline in commodity prices, or in some circumstances a combination of these factors, has resulted in a significant decline in the trading prices of many Canadian public companies relative to historic levels. These market conditions give rise to the risk that companies may be subject to unsolicited offers that represent a premium to the current trading price, but represent only a fraction of historic trading prices. In these circumstances, it is likely the actions of directors in responding to an unsolicited offer will be subject to enhanced scrutiny from shareholders and potentially other stakeholders.
Bennett Jones