Brent W. Kraus

Brent W. Kraus

Bennett Jones LLP

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Private Placement as Defensive Tactic Considered in Context of New Takeover Bid Rules

On October 24, 2016, the British Columbia Securities Commission and the Ontario Securities Commission (together, the Commissions) released their much anticipated reasons for their July 22, 2016, order, In the matter of Hecla...more

11/2/2016 - British Columbia Securities Commission Canada Dolly Varden Silver Mining Ontario Securities Commission (OSC) Private Placements Takeover Bids

Amendments to the Canada Business Corporations Act

On September 28, 2016, the Government of Canada tabled proposed amendments to the Canada Business Corporations Act (CBCA). Corresponding amendments are proposed for the Canada Cooperatives Act and the Canada Not-for-profit...more

10/6/2016 - Business Corporation Act Canada Corporate Governance Proposed Amendments

Harmonized Reporting for Private Placements (with Increased Disclosure Requirements)

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...more

4/28/2016 - Canada Canadian Securities Administration Harmonization Rules Investment Funds Private Placements Prospectus

Asset Sale Transactions – Shareholder Approval Requirements

Canadian corporate statutes require approval by a special majority of shareholders (two-thirds) of the “sale, lease or exchange of all or substantially all of the property of a corporation other than in the ordinary course of...more

3/31/2016 - Canada Liquidation Sale of Assets Shareholder Approval

Considering an Asset Sale Transaction? Be Aware of Shareholder Approval Requirements

In the current economic climate, many companies are seeking alternative means of accessing capital for their businesses, including by selling assets when other means of financing may not be available. When considering an...more

3/30/2016 - Canada EBITDA Liquidation Sale of Assets Shareholder Approval

Canada Implements New Take-Over Bid Rules

The Canadian Securities Administrators Implement New Rules to Strengthen the Ability of Target Issuers and their Shareholders to Respond to Hostile Take-Over Bids Following a lengthy process involving each of the...more

3/1/2016 - Canada Canadian Securities Administration Corporate Counsel New Regulations Shareholder Rights Takeover Bids

Lessons from the Suncor-Canadian Oil Sands Shareholder Rights Plan Decision

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...more

12/18/2015 - Alberta Securities Commission Canada Energy Sector Shareholder Rights Takeover Bids

Preparing for the Unsolicited Bid

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...more

10/14/2015 - Canada Capital Markets Change of Control Confidential Information Corporate Governance D&O Insurance Due Diligence Fiduciary Duty Hostile Takeover Publicly-Traded Companies Target Company

CSA Announce Amendments to Accredited Investor, Minimum Amount and Short-Term Debt Prospectus Exemption Rules

On February 19, 2015, the Canadian Securities Administrators (CSA) announced amendments to National Instrument 45-106 Prospectus and Registration Exemptions (NI 45-106), which are expected to come into force this spring....more

2/24/2015 - Accredited Investors Canada Canadian Securities Administration Funding Investors Prospectus Securities Short-Term Investments Startups Venture Funding

OSC Publishes Guide for Emerging Market Issuers

Canada is an attractive public market for emerging market issuers—issuers whose mind and management are largely outside of Canada and whose principal active operations are outside of Canada. The receptiveness of the Canadian...more

11/27/2012 - Emerging Markets Ontario Securities Commission (OSC)

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