Bennet Jones: Corporate Finance

Issuers, investors and underwriters draw upon the hybrid set of skills and
experience of our corporate finance team. Our clients include public,
private and institutional entities, from emerging companies to established
multinationals, investment and merchant banks to venture capitalists,
provincial governments to foreign exchanges, and hedge funds to pension
funds.
Our clients include companies in the oil and gas, telecommunications,
pharmaceuticals, manufacturing and power industries, to name a few. Our
capital-raising efforts have involved prospectus offerings and private
placements of equity and debt securities in Canada and internationally.
Specific transaction experience includes MJDS offerings, cross-border
IPOs, subscription receipts, high-yield debt offerings and financings by
royalty trusts and income funds.
As part of our ongoing relationships with clients, we also advise on a
variety of risk management, corporate governance and disclosure
obligations that require us to interact with securities and exchange
commissions, as well as boards of directors, compliance teams, investor
relations professionals and shareholders. Leveraging our firm-wide
resources, we bring effective communication and seamless integration to
the task of helping our clients navigate the complex securities regulatory
environment in which they operate.

Experience
Parkland Fuel Corporation in connection with its private placement by
way of offering memorandum of $200,000,000 aggregate principal
amount
of
6.0%
Senior
Notes,
due
2022.
Canso Investment Counsel Ltd. (Canso) in the financing by Canso of
Postmedia Network's $316 million acquisition from Quebecor Media
Inc. (QMI) of certain of Sun Media Corp's English language print
assets., through the issuance by Postmedia to Canso of $140 million
of subscription receipts convertible into an equal amount of additional
8.25%
Senior
Secured
Notes
due
2017.
Veresen Inc. in connection with the public offering of 56,120,000
subscription receipts for aggregate gross proceeds of approximately
$920 million to be used to partially fund the acquisition of the 50%
convertible preferred interest owned by Global Infrastructure Partners
in the Ruby pipeline system for US$1.425 billion.

News & Events

Nicholas Fader, Jon Truswell and Adrienne Roy Update Quoted in
the Financial Post on ASC Appeal
November 24, 2014
In the Financial Post article, "ASC Seeks Leave to Appeal Insider
Trading Decision," Julius Melnitzer quotes the Bennett Jones
Corporate Finance Update by Nicholas Fader, Jon Truswell and
Adrienne
Roy.
Gary Solway in the Globe and Mail on IPOs
October 27, 2014
In the Globe and Mail article by Niall McGee, "Why Going Public Is
Like Getting Married," Gary Solway comments on the process of
preparing
for
an
initial
public
offering.
Gary Solway in Lexpert/ROB Special Edition on Crowdfunding Cap
June 2014

In the Lexpert/Report on Business Special Edition - Canada's

Leading Corporate Lawyers article by Sandra Rubin, "The Start-Up
Economy," Gary Solway comments on the caps being established by
securities regulators on crowdfunded investments.

Recognition
2015, Best Lawyers in Canada
Marvin Yontef, recognized as one of Canada's leading securities
lawyers
2015, Best Lawyers in Canada
David F. Phillips, recognized as one of Canada's leading securities
lawyers
2015, Best Lawyers in Canada
Michael N. Melanson, recognized as one of Canada's leading
securities lawyers

Publications
Canadian Securities Regulators Propose Significant Changes to the
Rights Offering Regime
December 04, 2014
- The Canadian Securities Administrators, or CSA, have published for
comment proposed rule changes which would create a streamlined
prospectus exemption for rights offerings conducted by reporting issuers
other than investment funds (the Proposed Exemption). The Proposed
Exemption is intended to benefit reporting issuers by removing the current
regulatory review process, which will reduce the time and associated costs
of conducting a rights offering.
ISS Announces 2015 Canadian Proxy Voting Guideline Updates
November 18, 2014

- Institutional Shareholder Services (ISS) released updates to its Canadian

proxy voting guidelines for the upcoming 2015 proxy season. The ISS
updates will apply to shareholder meetings of publicly traded Canadian
companies occurring on or after February 1, 2015.
- Recommendations from proxy advisory firms such as ISS can have a
significant impact on the outcome of business conducted at shareholder
meetings, especially if institutional investors comprise a significant
component of the shareholder base. Canadian public companies should
review the updates with their legal counsel to determine the likely impact
and take steps to mitigate any potential adverse voting recommendations
from ISS.
Alberta Securities Commission Applies to SCC for Leave to Appeal
Insider Trading Decision in Walton
November 17, 2014
- The Alberta Securities Commission (ASC) has applied to the Supreme
Court of Canada for leave to appeal the August 2014 decision of the
Alberta Court of Appeal (Court) in Walton v Alberta (Securities
Commission), 2014 ABCA 723 a decision that has generated
considerable legal and media attention. In Walton, the Court overturned
various ASC rulings with respect to the insider trading, tipping and
recommending/encouraging provisions of the Securities Act (Alberta). The
focal points of the ASC's leave application concern the evidence necessary
to prove allegations of illegal insider trading, tipping and
recommending/encouraging, and the sanctions that may be imposed by the
ASC on persons found to have engaged in such conduct. Commentators
have suggested that, if the Court's decision in Walton stands, the ASC's
ability to prosecute future insider trading cases will be adversely affected,
particularly where an individual is alleged to have recommended that
another person purchase or sell securities or encouraged that person to do
so.

Blog Posts
Shareholders Have an Absolute Right to an Auditor and to Audited
Financial Statements

March 05, 2014

Financial Hardship is Irrelevant, Says B.C. Court of Appeal By Derek J. Bell
and Jason W.J. Woycheshyn In a decision released on January 29, 2014,
the B.C. Court of Appeal ruled that companies incorporated under the
Canada Business Corporations Act must, by operation of law, appoint an
auditor, and thereafter produce annual audited financial statements. []

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