Key developments in Canadian public markets law for the oil and gas industry - fourth quarter 2014

January 26, 2015

The last quarter of 2014 saw a number of regulatory developments in Canadian capital markets that may specifically affect companies in the oil and gas industry. Below, we’ve compiled a list of key legal developments since October 21, 2014 that may be of particular interest, along with corresponding links to our securities blog.

Capital Markets

  • The OSC approves rules (expected to be effective in February) allowing TSX and TSXV companies to raise capital from existing holders without a prospectus in certain circumstances.
  • Canadian securities regulators propose sweeping amendments to the rights offering rules – including eliminating the requirement for prior regulatory clearance of the circular and increasing permitted dilution from 25% to 100%.
  • IIROC releases a comprehensive overview of best practices and recommendations regarding the underwriter diligence processes.
  • The ASC exempts certain foreign issuers conducting private placements in Alberta from becoming reporting issuers under Alberta law.
  • TSX Private Markets begins operation.

Continuous Disclosure

  • Glass-Lewis releases its 2015 proxy voting guidelines for Canadian companies, which included measures against issuers that have not adopted a majority voting policy and guidance on the approval of rights plans and advance notice provisions.
  • The Canadian Coalition for Good Governance releases its 2014 guide to proxy circular disclosure and Institutional Shareholder Services releases the draft of its 2015 proxy guidelines.
  • Canadian regulators amend oil and gas disclosure rules (effective July 1, 2015) to permit the use of alternative evaluation methods (such as those used by the SEC) and offer guidance on the disclosure of contingent resources and production metrics.
  • The federal government introduces legislation to require disclosure (by annual filing) of payments made to any level of government in connection with oil and gas activity.

Activism & Litigation

  • The ASC applies to Supreme Court for leave to appeal the Walton decision — arguing that the Alberta Court of Appeal’s decision to require additional evidence necessary to prove allegations of insider trading will undermine the ASC’s ability to prosecute for insider trading.

Notable Transactions

  • Repsol acquires Talisman Energy for US$8.3B
  • Prairie Sky Royalty acquires Range Royalty for $699M
  • Aspenleaf Energy acquires Coral Hill Energy for $240M
  • Freehold Royalty acquires Anderson Energy for $49M

Key Stikeman Elliott Publications

DISCLAIMER: This publication is intended to convey general information about legal issues and developments as of the indicated date. It does not constitute legal advice and must not be treated or relied on as such. Please read our full disclaimer at

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