The following is an overview of key
developments in Canadian public markets law applicable to the oil
and gas industry from October 1, 2015 to December 31, 2015.
Mergers and Acquisitions
In CB Gold, a target was
subject to a hostile bid and subsequently agreed to a friendly deal
which was combined with a placement of 4% of the target's stock
to the second bidder. The BCSC cease-traded the pre-bid
rights plan so as to allow for a 72 day bid period, but did not
offer a view on the propriety of the placement. The first
bidder continues to acquire shares of the target.
In Canadian Oil Sands, a target was subject to a
hostile bid and adopted a rights plan. The ASC cease-traded
the rights plan so as to allow for a 90-day bid period. The
bidder extended and then reached a friendly deal with the target
and completed the acquisition of the target
In Perpetual Energy an issuer proposed a rights
offering at an 80% discount to the pre-announcement market
price. This transaction was coupled with the repayment of $35
million of convertible debentures in shares at maturity, but based
on the pre-rights offering share price, created a substantial
dilution of the debenture holders. The ASC declined to cease
trade the offering.
The TSXV published a white paper outlining possible changes to
the exchange's rules aimed at reducing costs and attracting new
listings. Proposals included eliminating certain sponsorship
and shareholder approval requirements as well as improving the
marketing of listed companies.
ISS adopted new guidelines regarding TSX
equity compensation plans, the number of TSX boards a director can
participate in and compensation disclosure regarding external
The CSA published the results of its review of
disclosure regarding female directors and officers.
The Supreme Court found that the three-year
limitation on secondary market class actions under the Ontario
Securities Act continues to run until a plaintiff obtains
leave to commence the action and issues a statement of claim
asserting the cause of action.
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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