The following is an overview of key developments in Canadian
public markets law applicable to the oil and gas industry from July
1, 2015 to September 30, 2015.
Public Capital Markets
The prospectus-exempt rights offering
regime was revised (effective in December) to increase
the permitted dilution limit from 25% to 100% and allow the use of
a simplified rights offering circular that doesn't require
regulatory review, amongst other changes.
The TSX expanded exemptions for inter-listed companies
from certain of its transaction and corporate governance rules,
provided that less than 25% of the issuer's trading volume has
occurred on a Canadian market in the last 12 months and that
certain other conditions are met.
IIROC reduced the research report quiet period after an IPO from 40 to10 days
and from 10 to 3 days after a secondary offering.
Private Capital Markets
Most CSA members are implementing rules (effective in May)
requiring public and private issuers to make certain private
placement documentation available on SEDAR. Ontario and BC will
continue to use existing systems.
Following three other jurisdictions,
the ASC proposed to allow any listed company that is a
reporting issuer in Canada to distribute securities by private
placement to any non-accredited investor that receives advice on
the suitability of the purchase from an investment dealer, provided
certain other fairly routine requirements are met.
The SEC proposed rules that would significantly expand
the circumstances in which public companies would be required to
claw back incentive-based compensation. The rules would apply to
all entities listed on US stock exchanges, including Canadian
foreign private issuers.
The CSA's 2015 continuous disclosure review noted failures to
file material change reports when near-term earnings prospects
change and avoiding selective disclosure in private meetings with
analysts or industry conferences, amongst other issues.
In Alberta, orders and settlement
agreements made by other Canadian jurisdictions are now automatically recognized. The ASC will
recognize international orders and settlements at its
Canada is a constitutional monarchy, a parliamentary democracy and a federation comprised of ten provinces and three territories. Canada's judiciary is independent of the legislative and executive branches of Government.
In Bank of Montreal v Bumper Development Corporation Ltd, 2016 ABQB 363, the Alberta Court of Queen's Bench enforced the "immediate replacement" provision in the Canadian Association of Petroleum Landmen 2007 Operating Procedure...
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