Harle, Kimberly A.
Blake, Cassels
& Graydon LLP
(416) 863-4294
kim.harle@blakes.com
Ms. Harle's practice includes
a broad range of M&A,
private equity and pension
fund investment work, with
a focus on energy, technol-
ogy, financial services and
real estate.
Harricks, Paul H.
Gowling Lafleur
Henderson LLP
(416) 369-7296
paul.harricks@gowlings.com
Mr. Harricks leads Gowl-
ings's Energy, Infrastructure
& Mining Group. His trans-
action-based practice embra-
ces infrastructure, energy and
project finance. He acts for
Canadian and international
corporations, funds and
financial institutions.
Harvie, Alan S.
Norton Rose Fulbright
Canada LLP
(403) 267-9411
alan.harvie@nortonroseful-
bright.com
Mr. Harvie practises energy
and environmental/regula-
tory law including commer-
cial and operational issues,
focusing on the upstream oil
and gas, energy, waste dispos-
al and chemical industries.
Harper, Dufferin R.
Blake, Cassels
& Graydon LLP
(403) 260-9710
dufferin.harper@blakes.com
Mr. Harper acts for clients
on environmental due dili-
gence and liability issues, and
provides regulatory compli-
ance and impact assessment
advice to oil & gas compan-
ies, companies operating in
the oil sands, and liquefied
natural gas proponents.
Harrison, QC,
Elizabeth J.
Farris, Vaughan,
Wills & Murphy LLP
(604) 661-9367
eharrison@farris.com
Mrs. Harrison has extensive
experience in corporate,
M&A and securities trans-
actions. Represents corpora-
tions and investment dealers.
Experience includes M&A,
take-overs and related-party
transactions, and public
and private financings.
Heard, Joel A.
Osler, Hoskin
& Harcourt LLP
(416) 862-6847
jheard@osler.com
Mr. Heard's practice focuses
on construction law, energy
and infrastructure. He
advises clients on project
structuring, procurement,
contract documentation,
risk identification and mitiga-
tion, financing and project
execution issues.
22
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CONTINUOUS DISCLOSURE
LEXPERT
®
RANKED LAWYERS
disclosure by publically listed Canadian
companies. In 59 per cent of those cases re-
viewed, the CSA ordered issuers to improve
or amend their disclosure. Some issuers
were referred to enforcement or had cease
trade orders issued against them because of
failures to disclose pertinent information.
On July 1, CSA amendments for several
"national instruments" – rules that apply to
publically listed companies headquartered
in all provinces and territories – came into
force. For Calgary-based lawyer Roy Hud-
son, a partner with DLA Piper who works
primarily with junior oil and gas explora-
tion and production companies, the biggest
concern for his clients are amendments to
National Instrument 51-101 Standards of
Disclosure for Oil and Gas.
"I guess on the energy side the one thing
that has been difficult particularly for ju-
niors is disclosure of not reserves, but where
companies are in a stage of development
where [new assets] haven't been classified as
reserves," says Hudson.
Many smaller oil companies, he explains,
in addition to filing detailed mandatory
disclosures of their property and indepen-
dently audited reserves, voluntarily disclose
what are known as contingent and prospec-
tive resources. Junior companies especially,
as they attempt to attract investors, oen
list these prospective or contingent resourc-
tinuous disclosure obligations, says lawyer
Ross Bentley, a partner at Blake, Cassels &
Graydon LLP in Calgary who specializes
in mergers & acquisitions and corporate fi-
nance in the energy sector.
e Canadian Securities Administrators
(CSA) issues national rules for publicly
listed companies. Recently, says Bentley, it
"put issuers on notice that they will not ac-
cept boiler plate statements" when it comes
to certain kinds of continuous disclosure re-
quirements. "Rather they are looking for is-
suers to disclose and specifically quantify, in
sufficient detail, information for investors
to be able to understand clearly a company's
financial circumstances."
e CSA wants oil and gas companies
to disclose greater information on matters
such as the cash flow necessary to fund cur-
rent operations and to satisfy obligations
such as maintaining payments on debt facil-
ities and dividends. ey are, explains Bent-
ley, "seeking clarity on any significant risks
of defaults on dividend payments, debt pay-
ments, debt covenants or other contractual
obligations." ey also want companies to
do more to inform investors about their
current and future ability to find funding
sources through debt and credit facilities in
the current economic climate.
"What they are looking for is to ensure
there is a clear road map for investors to
interpret the impact of this strain that issu-
ers are facing." However, the CSA has ex-
pressed concern about the past muddiness
of those road maps, which could steer inves-
tors into a ditch.
In July, the CSA released a review of con-
tinuous disclosure programs for the fiscal
year ended March 31, 2015. Noting that
"investors deserve high-quality disclosure
as they rely on this information to make
informed investment decisions," the CSA
conducted 1058 reviews of continuous
"THE INDUSTRY IS a very resilient, flexible industry filled
with very smart people. What the industry can deal with...
and make it look effortless is certainty. They like to know
what their playing field is, and what their rules are."
– William S. Osler, Bennett Jones LLP
