Securities Litigation

BD&P's Securities Litigation Team provides advice and representation in all areas of securities and corporate litigation before the provincial securities commissions, the major Canadian stock exchanges and the courts, as well as in arbitration hearings.

Experienced in representing public and private companies, minor and major shareholders, boards of directors, investment dealers, brokers and senior management, our Team provides a full range of legal services in securities litigation matters. Whether it is general and strategic advice on securities law and practice, or representation in court on contested issues, our Team is focused in providing innovative solutions to meet all of our clients' objectives.

Significant Areas of Service

  • Shareholder disputes
  • Share valuation proceedings
  • Directors and officers liability issues
  • Corporate governance disputes
  • Change of control transactions
  • Contested mergers and acquisitions, both bid and defence work
  • Hostile takeover bids
  • Proxy contests
  • Plans of arrangement and corporate reorganizations
  • Insider trading issues
  • Oppression claims
  • Derivative actions
  • Class actions
  • Securities Commission investigative and enforcement proceedings
  • Securities law compliance issues

Recent Representative Work

Regulatory Defence

  • Successfully represented Inter Pipeline Ltd. (IPL) in a precedent-setting case before the Alberta Securities Commission. The case addressed Brookfield Infrastructure Partners L.P.'s use of total return swaps in its takeover bid of IPL. The decision is the first time that a Canadian securities regulator has directly addressed the use of total return swaps within the context of takeover bids following the changes to the Canadian takeover bid regime in 2016.
  • Successfully defended the senior management team of a mining company in an insider trading hearing before the Alberta Securities Commission
  • Successfully defended a major shareholder of an oilfield services company in an insider trading hearing before the Alberta Securities Commission
  • Successfully defended a public mining company, its officers and inside directors in an Alberta Securities Commission hearing involving allegations of market manipulation, deficient public disclosure, insider trading and violations of reserve reporting requirements
  • Successfully represented, and exonerated at the Alberta Court of Appeal, a hedge fund and its key trader in an Alberta Securities Commission hearing involving allegations of market manipulation, self-dealing and insider trading
  • Counsel for numerous high profile individuals in connection with Alberta Securities Commission investigations into potential violations of securities laws

Corporate and Shareholder Disputes

  • Defended directors and officers of private oil and gas companies over allegations of misappropriation of corporate opportunity
  • Counsel to founding directors and officers of highly successful drilling company who were sued for insider trading and oppression over alleged "squeeze-out" of minority shareholder
  • Defended director and officer of interlisted public company in related actions in Canada and US alleging misappropriation of corporate opportunity. Also counsel in related special committee investigation and in claim by director to enforce corporate indemnity
  • Counsel to special committee of public company examining allegedly improper transactions between the corporation and its shareholders
  • Counsel to former executive team of income trust who were sued over employment agreements and past executive compensation when a dissident shareholder took control following a hostile takeover

Securities Class Actions

  • Successfully obtained summary dismissal of a $200 million class action alleging oppression and breach of disclosure obligations against an oil and gas company in connection with a plan of arrangement
  • Alberta counsel to major global mining company in connection with $6 billion secondary market misrepresentation class action
  • Counsel for senior officer of oilfield services company in connection with $300 million prospectus and secondary market misrepresentation class action
  • Counsel to directors of an energy company in connection with class action dealing with oppression, unjust enrichment, and misrepresentation in connection with a spin-out transaction executed by plan of arrangement

Transactional Support and Proxy Fights

  • Counsel to Liquor Stores N.A. Ltd. in the successful defence of an application brought by PointNorth Capital Inc. before the Alberta Securities Commission on the issue of soliciting dealer fees which PointNorth alleged violated securities laws in the case of a proxy contest
  • Counsel to Perpetual Energy Inc. in the successful defence of a cease trade order application and successful defence of an appeal from an Alberta Securities Commission endorsement of a rights offering
  • Alberta counsel to Pershing Square Capital Management LP in a successful proxy battle involving Canadian Pacific Railway
  • Counsel for Paladin Labs Inc. in a successful application before the Alberta Securities Commission to cease trade the Afexa Life Sciences Inc. shareholder rights plan in the bidding war for Afexa between Paladin and Valeant Pharmaceuticals International Inc.
  • Counsel to Royal Host Real Estate Investment Trust in a dispute regarding a hostile take-over bid for Canadian Hotel Income Properties Real Estate Investment Trust before the Alberta, Ontario and British Columbia Securities Commissions
  • Counsel to issuers and shareholders before the securities commissions in appeals from private placement approvals by stock exchanges