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
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
10/10/2023
/ Acquisitions ,
Canada ,
Energy Sector ,
Investment ,
Investment Adviser ,
Investment Management ,
Investors ,
Mergers ,
Oil & Gas ,
Private Equity ,
Renewable Energy
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
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
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
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
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
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
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
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
9/10/2019
/ Canada ,
Capital Markets ,
Corporate Governance ,
Investment Adviser ,
New Guidance ,
Proxy Advisors ,
Proxy Advisory Firms ,
Proxy Solicitations ,
Proxy Voting Guidelines ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholders
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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