LEXPERT RANKED LAWYERS
Stein also believes the changes to the poison pill
rules will bring about some much-needed certainty
to Canadian take-over jurisprudence, which has suffered from a series of seemingly conflicting decisions
from various provincial regulators as to the precise
treatment of poison pills.
"In 2007, we all thought we knew what the rules
were, but then there were so many confusing decisions that it became difficult to give proper advice,"
Stein says. "Whatever comes out of the proposed
amendments, the one hope lawyers have is that they
will create a lot more certainty."
> EARLY WARNING THRESHOLD
Simultaneously with the poison pills proposals, the
CSA proposed amendments to Canada's early warning reporting (EWR) regime that would decrease
the EWR reporting threshold from 10 per cent to
5 per cent.
Amm says the change will have a disproportionate
effect on smaller mining companies.
"Five per cent of Barrick Gold is a huge number,
but in the case of an early-stage miner with capitalization of $50 to $100 million, a modest investment
would be enough to get a potential acquirer over the
threshold," Amm says. "And if you look at the mining
sector as a pyramid, there's a huge base of small companies who would be so affected."
But Stein says these changes, which will bring Canada in line with other major mining jurisdictions, will
level the playing field for Canadian miners.
"There's certainly some sense in harmonizing our
rules by making things a little more difficult for acquirers and a little more target-friendly — just like
they are elsewhere," he says.
Not everyone agrees.
"There's a real concern in Canada that creating a
more target-friendly regime will have an inhibiting
effect on capital formation for junior mining companies," says Paul Goldman in Goodmans LLP's Vancouver office.
> DIRECTOR ELECTIONS
But it's not just Canadian companies that have been
impacted by changes to Canadian rules.
In December 2012, the Toronto Stock Exchange
(TSX) adopted a number of changes to its rules regarding the election of directors. While amendments
to the TSX's majority voting policy got the most attention among Canadian issuers, foreign companies
reserved the bulk of their concern for the impact of
changes that mandate annual director elections for
all directors.
Australian resource companies, for example, of
whom more than 30 are inter-listed on Australian
Grant, QC, Bruce C.
Stewart McKelvey
(709) 570-8882
bgrant@stewartmckelvey.com
> Mr. Grant's corporate/commercial practice extends to
energy and natural resources, financial services, M&A, project
finance, real estate and construction law. His clients include oil
refineries, construction and mining companies and lenders.
Graves, Brian C.
McCarthy Tétrault LLP
(416) 601-8153
bgraves@mccarthy.ca
> Mr. Graves is the co-leader of his firm's Global Mining Group.
His practice focuses on advising mining industry clients on
M&A, corporate finance, securities law and commercial matters,
with particular emphasis on cross-border transactions.
Grieve, Sander A.J.R.
Bennett Jones LLP
(416) 777-4826
grieves@bennettjones.com
> Mr. Grieve practises public market finance and M&A, with a
focus on global mining exploration, development and extraction.
He acts on domestic and international securities issues, corporate
governance and crisis response and management matters.
Hamer, David I.W.
McCarthy Tétrault LLP
(416) 601-7599
dhamer@mccarthy.ca
> Co-chair of the firm's Global Mining Litigation Practice Group, Mr. Hamer
has litigated acquisition, shareholder, joint venture, royalty and engineering
liability disputes relating to mines and projects in Canada and Latin America.
Harrison, QC, Elizabeth J.
Farris, Vaughan, Wills & Murphy LLP
(604) 661-9367
eharrison@farris.com
> Ms. Harrison has extensive experience in corporate, M&A and
securities transactions. She represents global technology and
mining corporations. Her experience includes M&A, take-overs and
related party transactions and public and private financings.
Jamieson, JoAnn P.
Lawson Lundell LLP
(403) 218-7514
jjamieson@lawsonlundell.com
> Ms. Jamieson advises on environmental, Aboriginal and
regulatory law matters. She acts for companies developing major
resource projects including oil sands, oil and gas facilities, power,
wind energy and mining in Alberta, BC and North of 60.
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