Lexpert magazine features articles and columns on developments in legal practice management, deals and lawsuits of interest in Canada, the law and business issues of interest to legal professionals and businesses that purchase legal services.
Issue link: https://digital.carswellmedia.com/i/1541334
28 www.lexpert.ca Top 10 Business Decisions RE GREENFIRE RESOURCES LTD., 2025 ABASC 104 WATEROUS ENERGY FUND entities agreed to acquire approximately 43 percent of Greenfire Resources Ltd.'s shares from three non‑Canadian holders. They struc‑ tured the transaction to fit the private agreement exemption, which permits large block purchases from a limited number of sellers at a capped premium without triggering a formal takeover bid. After the agreements were signed, Greenfire adopted a shareholder rights plan designed to dilute any acquirer exceeding 20 percent ownership unless the acquisition occurred through a permitted bid. The Alberta Securities Commission determined that the rights plan was clearly abusive and cease‑traded any securities issuable under it. The panel emphasized that the private agreement exemption is a longstanding feature of Canadian bid regulation and that retroactively interfering with a lawful, nearly completed transaction would undermine market certainty and confidence. The tribunal also dismissed Greenfire's cross‑application, concluding that this was not an appropriate basis for regulatory intervention regarding director conduct in these circumstances. "The Greenfire takeover bid decision will have significant impact on future cases," said Renee Reichelt, partner from Blakes' Calgary office, counsel for WEF in the proceeding. "Among many other things, it provides that 'poison pills' cannot target prior transactions; that the carve‑outs to the takeover bid regime, such as the private agreement exemption, must be considered as integral to determining takeover bid cases; and that director misconduct does not provide a basis for a securities tribunal to interfere with private agreements." For the business and legal commu‑ nity, the ruling reinforces predictability in Canada's takeover bid framework: lawful block trades structured under recognized exemptions should not be undone by retroactive defensive tactics, and tribu‑ nals will be cautious to preserve market certainty when private agreements align with the regime's design. • Commission Staff > Timothy Robson, Danielle Mayhew, Sebastian Maturana, Tracy Clark, and Melissa Yeh • Waterous Energy Fund III (Canadian) LP, Waterous Energy Fund III (US) LP, Waterous Energy Fund III (International) LP, Waterous Energy Fund III (Canadian FI) LP, and Waterous Energy Fund III (International FI) LP > Blake, Cassels & Graydon LLP > Renee Reichelt, Ryan Morris, Randell Trombley, Kevin Kerr, Chad Schnieder and Olga Kary • Allard Services Limited, Annapurna Limited and Modro Holdings LLC > Gowling WLG > David Bishop; Stuart Olley; Scott Kugler; James Aston • Greenfire Resources Ltd. > Burnet, Duckworth & Palmer, LLP > Andrew Sunter, Paul Chiswell, Julia Lisztwan, Karen McPeak, Ted Brown, William Maslechko, Bronwyn Inkster, and Prateek Gupta • Brigade Capital Management LP and M3-Brigade Sponsor III LP > Osler, Hoskin & Harcourt LLP > Teresa Tomchak, Lipi Mishra, Tamara Kljakic, and Julie Treleaven CLIENTS > FIRMS > LAWYERS