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Special Committees: Frequently Asked Questions

Special committees have evolved as a key corporate governance mechanism to assist boards of directors in discharging their fiduciary duties. Applicable securities laws mandate the use of special committees in connection with...more

Canada's M&A Landscape Q3 2023: Special Edition on Energy

In this special edition of Bennett Jones' quarterly M&A update, we look at deal activity in Canada's energy sector and what the key takeaways from WPC might tell us about what's to come....more

New Helium Developments in Alberta and Saskatchewan

Key Highlights - - The global demand for helium exceeds current production rates. - Helium is essential for its uses in the medical research, semiconductor manufacturing, space exploration and technology industries. -...more

Continuous Disclosure Recommendations Resulting from CSA Biennial Review

On November 3, 2022, the Canadian Securities Administrators (CSA) published its biennial report on issuer compliance with continuous disclosure obligations - Staff Notice 51-364 (Staff Notice), which covers fiscal years ended...more

Additional Changes to Alberta's Business Corporations Act Now in Effect

The Alberta Government's Business Corporations Amendment Act, 2021 (formerly Bill 84), which we wrote on in our previous insight Additional Changes Coming to Alberta's Business Corporations Act, was proclaimed into force on...more

Canada's M&A Landscape: Q1 2022 and Looking Ahead

Continued transaction momentum and the emergence of Canadian champions are trends that are defining Canada's M&A landscape as the first quarter of 2022 comes to a close. ESG will play a growing role in deal making as the year...more

Additional Changes Coming to Alberta's Business Corporations Act

On December 2, 2021, the Alberta Government's Bill 84: Business Corporations Amendment Act, 2021 (Bill 84) received Royal Assent. The amendments to the Business Corporations Act (Alberta) (ABCA) contemplated by Bill 84 (which...more

ISS Proposes 2022 Benchmark Updates for Say on Climate, Gender Diversity and Say on Pay

Institutional Shareholder Services (ISS) has released proposed updates for comment to certain of its Canadian benchmark proxy voting policies (each, a Proposed Policy) for the 2022 proxy season. The Proposed Policies are open...more

Changes to the Alberta Partnership Act Now in Effect

As of June 1, 2021, Alberta's Partnership Act (the Act) was amended to help reduce red tape attached to several administrative requirements of limited partnerships. These amendments better align the Act with the more...more

How COVID-19 Is Impacting Equity-Based Incentive Compensation

The COVID-19 pandemic has had an unprecedented impact on the financial markets and stock prices. Through the spring of 2020, share prices have experienced extreme volatility and, in some cases, have traded at unforeseen...more

COVID-19 and Annual Shareholder Meetings: Update

Canadian public companies typically look to their federal or provincial governing statutes for timeline requirements regarding their annual general meeting (AGM). Generally, business corporation legislation requires an AGM to...more

COVID-19 Considerations for Directors

On March 11, 2020, the World Health Organization officially declared COVID-19 a pandemic. The ramifications of COVID-19 are being experienced worldwide, with President Trump suspending all travel from Europe, and even the NBA...more

Who Watches the Watchers? SEC Issues Guidance on Proxy Advisory Firms

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 Lewis. This initiative...more

Litigating Securities Fraud in the Climate-Change Era

Climate change disclosure is receiving greater attention from Canadian public companies and their investors. As various legal claims begin to shape the world of climate change litigation, both in and outside of Canada,...more

Court Confirms Right to Claim Interim Payment in Exercise of Dissent Rights

The Alberta Court of Appeal has confirmed that dissenting shareholders to a plan of arrangement may receive an interim payment for their shares while fair value of those shares is being determined by the courts. In Brookdale...more

Alberta Securities Commission Proposes Rules to Facilitate Cross-Border Offerings for Alberta Issuers

On April 17, 2018, the Alberta Securities Commission published a notice and request for comment of the proposed repeal and replacement of ASC Rule 72-501 Distributions to Purchasers Outside Alberta, which will provide new...more

Securities Commissions Provide Guidance on New Canadian Takeover Rules in Hostile Cannabis Bid

For close to three months, M&A lawyers and other capital markets participants had been anxiously awaiting the release of written reasons from the Ontario Securities Commission (“OSC”) and the Financial and Consumer Affairs...more

2018 ISS and Glass Lewis Updates to Canadian Proxy Voting Guidelines

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 2018 proxy season. The ISS updates apply to...more

Public Mergers and Acquisitions in Canada 2nd Edition - May 2017

Canadian public merger and acquisition transactions in 2016 (in-bound and out-bound) comprised over C$400 billion in value with at least one-third of the transactions in Canada being fueled by foreign buyers. The second...more

TSX - Skirting the Rules No Longer - TSX provides guidance on the use of "exceptional circumstances" in issuer majority voting...

On March 9, 2017, the Toronto Stock Exchange (TSX) issued Staff Notice 2017-001 (the Staff Notice), which provides guidance on the TSX's majority voting requirement and the use of advance notice policies for director election...more

Proxy Season 2017: Improving the Accuracy, Reliability and Accountability of Proxy Vote Reconciliation

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...more

Marquee Energy Appeal Reaffirms Plans of Arrangement Law in Canada

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...more

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

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

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

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