Alberta foothills

Disclosure of Women on Boards and in Executive Officer Positions in Alberta

ASC Releases Proposed Amendments Regarding Disclosure of Corporate Governance Practices

by Will Osler, Juliamai Giffen, Jordan Primeau and Suzanne Cassell

On September 14, 2016, the Alberta Securities Commission (ASC) released for comment its proposed amendments to National Instrument 58-101 Disclosure of Corporate Governance Practices (PDF). The proposed amendments put forward a “comply or explain” disclosure model with respect to the representation of women on the boards of directors and in executive officer positions of public companies (excluding companies listed on the TSX Venture Exchange) (Non-Venture Issuers).

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Empty Office

Landlords, Leases and Financial Distress

By Denise D. Bright, Alexis E. Teasdale and Seanna Lawrence

Prepaid rent or a security deposit? The distinction is an important and potentially costly one for landlords in the current economic climate. In 2015, the Alberta Court of Appeal in York Realty Inc. v Alignvest Private Debt Ltd., 2015 ABCA 355 [Alignvest CA] upheld a decision of the Court of Queen’s Bench (Alignvest Private Debt Ltd. v Surefire Industries Ltd., 2015 ABQB 148 [Alignvest QB]) declaring that a $3.2-million deposit from York’s bankrupt tenant, Surefire Industries Ltd., was a security deposit, rather than prepaid rent and consequently was not the property of the landlord and had to be returned to the tenant. (more…)

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Office Windows

Canadian Contractual Interpretation Just Got More Difficult

Supreme Court of Canada Revives Correctness Test for Interpreting Standard Form Contracts

By Scott H.D. Bower, Russell J. Kruger and Jonathan McDaniel

There is a new exception to the new Canadian approach for reviewing the interpretation of contracts: a trial court’s interpretation of a standard form contract may be reviewed on appeal on the standard of correctness, rather than the usual standard of palpable and overriding error, the Supreme Court of Canada recently held in Ledcor Construction Ltd v Northbridge Indemnity Insurance Co, 2016 SCC 37 [Ledcor]. The Court stated that in most circumstances, the interpretation of a standard form contract will be a question of law, rather than a question of mixed law and fact, thus attracting a less deferential standard. (more…)

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Construction site

Unpaid Subcontractors Beware

Alberta Court of Appeal confirms no duty to disclose existence of labour and material bond unless asked

By Brian P. Reid, Chistopher Petrucci and Michael Low

Labour and material payment bonds (L&M Bonds) serve an important purpose on a construction project by providing security for subcontractors and suppliers and by reducing the risk of builders’ liens.

In Valard Construction Ltd v Bird Construction Company, 2016 ABCA 249 [Valard], a majority of the Alberta Court of Appeal confirmed that, unless asked, an owner/trustee under an L&M Bond has no duty to disclose its existence to subcontractors or suppliers. (more…)

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American Money

New U.S. Transparency Reporting Requirements for Extractive Sector

By Eden M. Oliver, Sharon Singh, Richard Stone and Kay She

On July 27, 2016, the U.S. Securities and Exchange Commission (SEC) adopted revised rules requiring resource extraction issuers to disclose payments made to governments for the commercial development of oil, natural gas, or minerals (the U.S. Rules). Disclosure is required for payments to any foreign government and payments to the U.S. federal government (U.S. states and other U.S. subnational governments are excluded).

Like Canada’s efforts in passing the Extractive Sector Transparency Measures Act (ESTMA), the U.S. Rules, directed by the Dodd-Frank Wall Street Reform and Consumer Protection Act, are part of global international efforts to address corruption in resource-rich countries by providing transparency of resource extraction payments to governments.  (more…)

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Growing Marijuana

Access to Cannabis for Medical Purposes Regulations (ACMPR) 101: Patients

By Hugo Alves, Mike Lickver, Vladimir Klacar and Nic Nevins

On August 24, 2016, in response to Justice Phelan’s judgment in the case of Allard v Canada, Health Canada implemented the Access to Cannabis for Medical Purposes Regulations (ACMPR), replacing the Marihuana for Medical Purposes Regulations (MMPR). In Allard, Justice Phelan found the MMPR to be unconstitutional due to the restrictions it placed on a patient’s ability to reasonably access medical cannabis, however, the declaration of invalidity was suspended for six months to allow the government to establish a new regime for access to medical cannabis.

Unlike the MMPR, which requires patients to access medical cannabis solely from a licensed producer (LP) (with very limited exceptions), the ACMPR allows patients to cultivate cannabis for personal use or to designate an individual to cultivate on their behalf. The personal cultivation framework is similar to the old Marihuana Medical Access Regulations (MMAR). The ACMPR also incorporates the various exemptions issued by Health Canada pursuant to the Controlled Drugs and Substances Act (CDSA) in response to the Supreme Court ruling in R v Smith, which allowed patients to obtain and possess cannabis in forms other than dried marihuana. As a result of these changes, the ACMPR has expanded the ways in which patients are able to access medical cannabis.

The following are four key takeaways that medical cannabis patients, particularly those that intend to cultivate their own cannabis under the ACMPR, should consider. (more…)

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Gravel Pile

Whole Agreement Clause Upheld by Court of Appeal

By Scott H.D. Bower, Russell J. Kruger and D. Bronwhyn Simmons

A properly-worded whole agreement clause is effective to exclude liability for innocent and negligent misrepresentations, the Alberta Court of Appeal recently held in Houle v Knelsen Sand and Gravel Ltd, 2016 ABCA 247 [Houle]. (more…)

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Bowl of Cereal

Enforcement Continues Under Canada’s Anti-Spam Law

By Martin P.J. Kratz, QC

Kellogg Canada Inc. has a long history operating in Canada. The CRTC alleged that Kellogg sent commercial electronic messages during a period of October 2014 through December 2014 without the consent of the recipients of the messages. It is noteworthy that the allegation included work that may have been carried out by Kellogg’s third-party service providers. (more…)

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CAODC Master Daywork Contract

Alberta Judge Upholds No-Fault Provisions of CAODC Master Daywork Contract

By Brian P. Reid and Jennie A. Buchanan

The Alberta Court of Queen’s Bench recently upheld the no-fault provisions of the standard form, Canadian Association of Drilling Contractors (CAODC) Master Daywork Contract (MDC) in Precision Drilling Canada Limited Partnership v Yangarra Resources Ltd., 2016 ABQB 365 [Precision]. In Precision, Mr. Justice E.C. Wilson upheld the July 6 and October 14, 2015, decisions of Master J.T. Prowse (collectively, the Master’s Decision) granting Precision’s application for summary judgment against Yangarra and awarding Precision interest at a rate of 18 percent per annum on its unpaid invoices pursuant to the MDC.

Bennett Jones acts for Precision in this litigation. (more…)

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Climate Leadership Plan

BC’s Climate Leadership Plan 2.0 Release

By Sharon Singh,Thomas McInerney and Michael R. Barrett

A New Climate Leadership Plan

On August 19, 2016, the British Columbia government released its much anticipated Climate Leadership Plan (the New Plan). The New Plan aims to build on the original Climate Action Plan to bring the province closer to its long-term greenhouse gas (GHG) emissions reduction goals.

In 2008, the Government launched its original Climate Action Plan (the Original Plan) to reach its GHG emission reduction targets, which included a 33 per cent reduction in GHG emissions from 2007 levels by 2020, and an 80 per cent reduction of GHG emissions from 2007 levels by 2050. It became the first jurisdiction in North America to introduce a broad-based carbon tax and commit to carbon neutrality in its public sector operations. BC achieved significant initial progress under the Original Plan, but progress plateaued in 2012. GHGs in BC have begun to rise again and are projected to continue increasing. Consequently, BC will not be able to reach its 2020 goal. Experts argue that the 2050 goal may still be attainable. (more…)

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