Ignasiak, Martin
Osler, Hoskin
& Harcourt LLP
(403) 260-7007
mignasiak@osler.com
Mr. Ignasiak appears in
courts and tribunals in his
regulatory and environment-
al law practice. He advises on
oil sands, electric generation
and mining facilities ap-
provals. He also advises on
Aboriginal issues and impact
benefit agreements.
Jamieson, JoAnn P.
Lawson Lundell LLP
(403) 218-7514
jjamieson@lawsonlundell.com
Ms. Jamieson advises on
energy regulatory, environ-
mental and Aboriginal law
matters. She acts for com-
panies developing major
resource projects including
oil sands, oil and gas facilities,
power, wind energy and
mining all across Canada.
Johnson, Gregory M.
Bennett Jones LLP
(403) 298-4470
johnson@bennettjones.com
Mr. Johnson's practice for
clients in the energy sector
is focused on corporate tax,
corporate reorganizations,
M&A and private equity.
He is also a chartered ac-
countant who practised with
an international account-
ing firm before joining
Bennett Jones.
Isaac, omas
Osler, Hoskin
& Harcourt LLP
(403) 260-7060
tisaac@osler.com
Mr. Isaac is a recognized
authority on Aboriginal law
matters for mining, energy and
natural resource companies,
lenders and investors across
Canada. He has appeared
before courts and tribunals
across Canada, including the
Supreme Court of Canada.
Jenkins, William K.
Dentons Canada LLP
(403) 268-6835
bill.jenkins@dentons.com
Mr. Jenkins's practice in-
cludes M&A transactions,
project financings, joint
ventures, IPOs, public
debt offerings, syndicated
financings and corporate
governance. He is Global
Vice Chair of Dentons and
co-heads the M&A practice
of Dentons in Canada.
Johnson, QC, Kevin E.
Norton Rose Fulbright
Canada LLP
(403) 267-8250
kevin.johnson@nortonroseful-
bright.com
Mr. Johnson advises on
securities, M&A and cor-
porate governance matters,
mainly for issuers in the
oil and gas sector.
CONTINUOUS DISCLOSURE
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25
As well, adds Hudson,
who has practised in the oil
and gas sector for 30 years,
"So much of the regula-
tory environment used to
be people on the ground,
dealing with issuers, deal-
ing with enforcement.
Now there's a whole sec-
tion of securities regulators,
in particular, focused on
policy development. ose
are regulators that energy
executives and their legal
counsel rarely get to see.
And you wonder," muses
Hudson, "if...they aren't
talking to industry, how they are coming up
with the rules?"
Securities regulators do have a consulta-
tion process that seeks industry input. But,
as it's morphed in recent years, securities
administrators have sent out an increas-
ing torrent of requests for comments from
industry on a plethora of proposed rules,
amendments and other matters. "But there
are only so many hours in the day," says
Hudson, "so even a lot of law firms are not
in the position to pull together cogent and
useful comment on all this flood of request
for comments."
In the case of NI 51-101, says Hudson,
only one law firm commented on those
proposed amendments (and just 12 of the
319 oil-and-gas related companies listed on
Toronto's two exchanges responded). "I was
sort of shocked at that..." says Hudson.
Other recent rule changes affecting dis-
closure, specifically amendments to NI
51-102 Continuous Disclosure Obligations,
intended for all publically listed companies,
have gotten little reaction from the energy
sector so far. Intended to help streamline re-
porting for issuers on the Venture exchange,
the CSA says the changes will improve the
quality of information reported while re-
ducing the burden of preparation.
Applying to fiscal years beginning on or
aer July 1, 2015, venture issuers now have
the option of providing quarterly highlights
instead of full interim Management Discus-
sion & Analysis (MD&A) of the previous
year's activities and results. ose high-
lights, says the CSA, must include short
discussions "of all material information re-
garding a company's operations, liquidity,
capital resources, as well as analysis of the
company's financial condition, trends, un-
certainties and other factors."
e CSA – spurred by reviews showing
companies were oen overly vague in their
materials – has also issued directives that
publically traded companies must improve
reporting of significant transactions be-
tween related parties.
One area securities regulators are par-
ticularly focused on are good-will impair-
ments — that somewhat nebulous balance-
sheet item that encompasses the ongoing
value of an acquired asset's brand name and
its relationship with customers.
In times like these, explains Bentley, secu-
rities commissions have noted that current
economic and market conditions are likely
to adversely affect the carrying amounts of
assets companies acquired before oil prices
tanked. "We are seeing a greater focus and
expectation around the clarity of informa-
tion about how write downs [of goodwill]
were arrived at and how carried balances
an issuer continues to show on its balance
sheet are justified."
If there's one thing the energy industry
really dislikes, says Calgary lawyer Wil-
liam Osler, co-head of Bennett Jones LLP's
capital markets and mergers and acquisi-
tion practice, it's regulatory uncertainty.
As long as new regulations provide clar-
ity (Osler says he has heard no complaints
about them so far), the energy sector will
adapt, he says. "e industry is a very resil-
ient, flexible industry filled with very smart
people. What the industry can deal with...
and make it look effortless is certainty. ey
like to know what their playing field is, and
what their rules are."
