Securities and Mergers & Acquisitions Newsletter

The lead article in this quarter's Newsletter is our firm's Bulletin reporting on the December 22, 2011 decision of the Supreme Court of Canada in the Reference concerning the federal government's proposed Canada Securities Act. As reported below, the Court found that the proposed act was not valid federal legislation under the provisions of the Constitution Act on which the federal government relied before the Court. In the Bulletin, our constitutional law experts describe the analysis applied by the Court in reaching its unanimous decision, and explore potential ways forward for the federal government to work with provincial governments in establishing a national securities regulatory scheme which would be valid under the constitutional division of powers between Canada and its provinces. The decision also serves as a useful compendium of Canadian constitutional law jurisprudence for all Canadian lawyers, many of whom will not have regularly refreshed their learning in this area since law school.

We also include links to other Bulletins published by our Securities and M&A Group in the fourth quarter of 2011, reporting on, among other matters, a reconsideration by the Canadian Securities Administrators of the so-called accredited investor and $150,000 private placement exemptions, and the proposed new approach by the Ontario Securities Commission to the settlement of enforcement proceedings.

We invite your comments on our Newsletter, Bulletins and other publications.

Robert D. Chapman | Ottawa
Managing Editor