Company and Finance News:

TSX Venture Exchange Amends
Policies on Private Placements
Effective January 26, 2015, the TSX Venture Exchange (the "TSXV") is implementing amendments to its Policy 4.1 – Private Placements ("Policy 4.1") and the related forms. The amendments to Policy 4.1 that are substantive primarily relate to the following:

1. Expanded Guidance on Notice and Acceptance Procedures
   The summary of the private placement procedure in Policy 4.1 has been revised to more clearly set out the steps involved in the notice and acceptance process for a private placement.
2. Part and Parcel Pricing Exception
   The part and parcel pricing exemption has been redrafted to facilitate a better understanding of the existing pricing rules and to clarify the warrant exercise premium rules. The exercise price of warrants issued as part of a concurrent financing to a Qualifying Transaction, Reverse Takeover or Change of Business do not need to be set at a premium to the applicable Market Price, although the exercise price cannot be less than the applicable Market Price.

Read the full article by Nafeesa Valli-Hasham with Clark Wilson LLP. 

Securities Law: 15 Hot Topics for 2015
The decline in oil prices and the consequences for Western Canada as well as the delayed federal budget have all dominated the domestic headlines for January. However, there are a number of other developments on the horizon that Canadian issuers should be thinking about in 2015. In no particular order, here are our "15 Hot Topics for 2015":

• New Securities Regulator
• Stock Exchange for Private Companies
• Crowdfunding
• Easier Rights Offerings
• Restrictions on Private Placement Exemptions
• Offering Memorandum Exemption
• Foreign Offerings to Sophisticated Canadian Investors
• Takeover Bids and Poison Pills
• Early Warning Reporting Obligations
• Venture Issuer Streamlined Disclosure
• Oil and Gas Disclosure
• Enhanced Payment Disclosure Obligation
• Option Re-pricing / Executive Compensation / Employee Retention
• Gender Diversity on Boards
• Shareholder Activism

Read the full article by Stuart Olley and Bennett K. Wong with Gowlings LLP. 

BC Securities – Policies & Instruments
The following policies and instruments were published on the BCSC website in the month of January:

• CSA Consultation Paper 92-401 – Derivatives Trading Facilities
• CSA Staff Notice 11-312 – National Numbering System
• CSA Staff Notice 81-325 – Status Report on Consultation under CSA Notice 81-324 and Request for Comment on Proposed CSA Mutual Fund Risk Classification Methodology for Use in Fund Facts
• CSA Staff Notice 44-305 – 2015 Update – Structured Notes Distributed Under the Shelf Prospectus System
• CSA Multilateral Notice – Publication for Comment – Proposed Multilateral Instrument 91-101 Derivatives Product Determination and Proposed Multilateral Instrument 96-101 Trade Repositories and Derivatives Data Reporting
• 31-103 – Adoption of amendments to National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, National Instrument 33-109 Registration Information, related policies and consequential amendments
  The amendments come into force on January 11, 2015. They resolve ambiguities and clarify the purpose of some requirements, which will enhance compliance and create efficiencies for industry and regulators.
• 32-522 – BC Instrument 32-522 Exemption from the requirement for trades in short-term debt instrument Effective January 1, 2015, the Commission extends BCI 32-522 Exemption from the registration requirement for trades in short-term debt instruments to July 10, 2015.
• 21-101 – National Instrument 21-101 Marketplace Operation
  The Commission announces effective December 31, 2014, the adoption of amendments to National Instrument 21-101 Marketplace Operation and its companion policy.

For more information visit the BC Securities website.

PST Bulletins
The following PST bulletins and notices were issued in the month of December:

• CTB 002, Sales and Leases to Governments
• PST 120, Accommodation

For more information, visit the Consumer Taxes website.

Energy and Mines News:

2014 in Review: Top 10 Legislative and Regulatory
Changes For The Canadian Oil and Gas Industry
2014 was a landmark year for legislative and regulatory changes relevant to the oil and gas sector. The federal government not only introduced pipeline safety legislation in furtherance of its Responsible Resource Development policy framework, but also required additional financial reporting from the natural resource industry. Ottawa was conspicuous by its absence in 2014 respecting greenhouse gas policy, perhaps the biggest regulatory story of the year. However, several of the provinces jumped into the breach through their own carbon mandates, a trend which may continue in 2015.

Provincial energy regulation was especially active in 2014, if not exactly coherent with each other. British Columbia introduced LNG-driven reforms in tax and facilities regulation to provide clarity to potential investors. Alberta enhanced its aboriginal consultation framework and significantly expanded the energy regulator's jurisdiction. Saskatchewan, Manitoba and Ontario were relatively quiet on the legislative front. Québec and New Brunswick took measures to block oil and gas development generally, and fracking in particular.

On the international front, the federal government sanctioned Russia's oil and gas industry, monitored U.S. political developments on Keystone XL and weathered impacts of rapidly declining oil prices, including a deferral of the federal budget until later this year. These political issues will continue to intersect with economic and regulatory ones in 2015. For Canadian energy companies, we expect that navigating the shoals of legislation and regulations across the country will never be as important – or difficult – as in the upcoming year. Read the full bulletin by Alan L. Ross, Landon Miller, Michael A. Marion, Michael G. Massicotte, Karen A. Salmon and Rick Williams.

Mount Polley Spill Taints Alaska-BC Mine Relations
A provincial government report that found the tailings pond dam at Mount Polley collapsed because it was built on a weak foundation has heightened concerns in Alaska about British Columbia's mine safety standards.

Commercial fishermen, native organizations and the mayors of two Alaska communities say they are worried the Red Chris mine, now being built in northern British Columbia by the same company that owns Mount Polley, poses a similar risk. Both the company and the government, however, have issued assurances that the new mine is safe. Read The Globe And Mail article. 

Mining Giant Takes on BC Environmental
Group in Defamation Court Battle
The BC Supreme Court lawsuit was launched by Taseko Mines Ltd. after the Wilderness Committee claimed during a public comment period in 2012 that the New Prosperity mine could destroy Fish Lake.
Criticism of a proposed mine by an environmental group and allegations of defamation by the project's owner have landed both parties in BC Supreme Court. Taseko Mines Ltd. launched the lawsuit after the Wilderness Committee claimed during a 2012 public comment period that the New Prosperity mine could destroy Fish Lake.

The proposed gold and copper mine, 125 kilometres southwest of Williams Lake, was undergoing a federal environmental assessment when the statements were made.

Taseko lawyer Roger McConachie told court on [January 19^th] the company's civil complaint involves five articles published by the non-profit organization, which were emailed to supporters and posted online starting in January 2012. Read The Vancouver Sun article. 

Family and Children News:

Court of Appeal Releases Helpful Decision on
Relocation under the Divorce Act
The British Columbia Court of Appeal has just released a decision on relocation under the Divorce Act that will be very useful for practitioners and anyone researching the issue. Relocation cases, also known as mobility cases, happen when one parent wants to take the child and move a significant distance away from the other parent. Most of the time, the staying parent objects to the move because of the effect the distance will likely have on his or her relationship with the child; it is terribly difficult, if not impossible, to maintain a close relationship with a child when contact is reduced to a telephone call once a week and, depending on the distance, weekend visits once every two or three months.

In T.K. v R.J.H.A., the parties were married and the wife sought to move from Victoria to Toronto with the two children. The trial judge considered the wife's claim under the Divorce Act rather than the Family Law Act, and ultimately concluded that it was in the children's interests to continue with the shared parenting arrangement that had prevailed previously. The wife appealed this result. Read the full article by John-Paul Boyd and posted on JP Boyd on Family Law – the Blog. 

Forest and Environment News:

BC Government Reviews Environmental
Oversight of Resource Development
Province's use of company-hired professionals to monitor environment part of review
The BC Liberal government has launched an internal review of how its laws and oversight of resource development affects wildlife habitat.

The review, headed by Prince George North MLA Mike Morris, is a response, in part, to concerns raised by a trio of wildlife user groups late last year.

The 43,000-member BC Wildlife Federation, BC Trappers Association and the Guide Outfitters Association of BC called on the provincial government to retake control of resource extraction practices, planning and oversight.

The groups said the government's move in the past decade to rely on professionals hired by industry to make decisions on the land base, with little government oversight, has failed.

The government has reduced its own professional staff that monitors resource company practices and moved to a model where they increasingly rely on professionals who work for the companies, including foresters and engineers, to ensure the environment is protected. Read The Vancouver Sun article. 

Environmental Appeal Board Decisions
A number of Environmental Appeal Board decisions were released in the month of January. These include the following:

Wildlife Act

• Dustin Kovacvich v. Regional Manager, Recreational Fisheries and Wildlife Program [Final Decision – Appeal Dismissed]
• David Charles Ward v. Deputy Director of Wildlife [Consent Order – Decision Varied]
• Dr. Ian Mackenzie v. Regional Manager, Recreational Fisheries and Wildlife Programs, West Coast [Final Decision – Appeal Dismissed]

Visit the Environmental Appeal website for more information.

BC Government Mulling an Invasive Species Act to
Fight Costly Introduction of Non-Native Species
The BC government is considering new legislation to coordinate the attack against a costly and ever-growing threat posed by the introduction of non-native plants, animals and diseases.

Tim Sheldan, deputy minister of Forests, Lands, and Natural Resource Operations, said [January 20^th] that the existing Weed Control Act and regulations have been under internal study and that an "extensive scientific review" of invasive plant species for regulation is nearing completion.

Sheldan, who was at the 10^th annual forum of the Invasive Species Council of BC, in Richmond, said the 2012 Invasive Species Strategy for BC, coordinated by the council, "identified the need for a single piece of legislation ... for an Invasive Species Act." Read The Vancouver Sun article.

Health News:

Brain Injury Litigation Today
– from CLE
Joseph E. Murphy of Murphy Battista LLP, Vancouver explores the unpredictable field of Mild Traumatic Brain Injury (MTBI) from both a judicial and a scientific perspective. This paper from Mild Traumatic Brain Injury (November 2014) includes an overview of current medical knowledge and understanding of MTBI; suggestions of important evidence for counsel to consider; and an examination of judicial trends and judgments. The paper was published on the CLE website and can be accessed here.

BC Looks to Crack Down on Bogus Organic
Claims by Uncertified Farmers
The British Columbia government is moving to stamp out bogus organic claims being made by farmers that do not have third-party certification. New regulations will restrict the use of the word "organic" to describe only products that have been certified by a national or provincial certification program, effectively closing a loophole that had allowed local farmers to use the term without being certified, provided they were not selling their products outside BC. As part of the new strategy – aimed at providing consumers with assurance that products meet accepted standards – the province will create a new, streamlined provincial certification system. Read the National Post article.

Consultation on Distribution, Ground Water
Assessment and Treatment
The Ministry of Health – with the support of the regional health authorities – has prepared three draft guidance documents clarifying what is expected of water suppliers to ensure they deliver safe, high-quality drinking water in the province. The documents were prepared with technical input from industry, municipalities, provincial ministries and health authority staff. The Ministry of Health has now released these documents to enable consultation with stakeholders and the broader public. The ministry will be holding information and consultation sessions, and seeking comments. The goals of the consultation process are to:

• Communicate the purpose, development history and content of each guidance document.
• Gather comments from British Columbians who have an interest in drinking water distribution, ground water assessment and treatment.
• Communicate the ministry's planned next steps in refining and implementing the guidance documents.

Labour and Employment News:

Essential Services Law Deemed
Unconstitutional by Supreme Court
The Supreme Court of Canada has struck down as unconstitutional a Saskatchewan law that prevents public-sector employees from striking.

By a 5-2 majority, the high court granted an appeal by the Saskatchewan Federation of Labour of the province's controversial essential services law that restricts who can strike. The decision was immediately hailed by labour groups.

"Today's decision levels the playing field for workers by placing checks on the power of governments, as employers, to legislate unfair essential services arrangements that tip the scales in management's favour," Canadian Labour Congress president Hassan Yussuff said in a news release.

The ruling will affect public service unions in provinces across the country. Read the CBC article.

It's a Two-Way Street: Employees are Required
to Give Notice of Resignation
In Consbec Inc v Walker, a family drama played out publicly in the Supreme Court of British Columbia. The Court reminded both Canadian employers and employees of the (limited) obligations employees owe employers after resigning from employment.

Background:
In 1997, Walker was hired by his uncle Rick to work as the Western Division manager for Consbec. Walker's job was to "grow the business" and lead Consbec's bids for contracts to provide blasting and drilling services. There was neither a written employment contract nor a separate non-competition or non-solicitation agreement.

On June 10, 2002, Walker sent his uncle a letter of resignation that was effective immediately. Shortly after leaving Consbec, Walker incorporated his own blasting and drilling company and successfully bid on several contracts in direct competition with Consbec. Consbec alleged that Walker had an obligation not to compete with Consbec and sued Walker for damages suffered in connection with: the loss of the value of the contracts; and, insufficient notice of his resignation.

Read the full article by Dave J.G. McKechnie, Adam Kaukas, Tyson Gratton and Linda Yang, Student-at-Law with McMillan. 

The Right to Refuse Dangerous Work
Most jobs have some element of danger in them. At a minimal level, the danger associated with our employment does not go much beyond the regular hazards of being alive, such as getting to and from work every day, the stress of working with difficult people, or the infinitesimally small chance of having a meteor or airplane crash through our building. There is interest in the growing field of occupational disease, where certain occupations may be exposed to contaminants or conditions that cumulatively and slowly manifest themselves in the workers over time. Examples include firefighters inhaling toxins, professional drivers and diesel fumes, office workers and repetitive strains, and soldiers who later suffer post-traumatic stress syndrome. This article addresses acute, serious, imminent dangers encountered in performing one's job at work. Read the full article by Peter Bowal and published on LawNow.

Employers Can Dismiss Workers without
Cause, Federal Court of Appeal Rules
The Canadian Labour Code does not give employees in federally-regulated industries the right to a job, the Federal Court of Appeal has ruled.

"The decision in Wilson v. Atomic Energy of Canada Limited will radically change the legal effect of the Code on the dismissal of non-unionized employees in the federal sector," says Barry Fisher, a mediator and arbitrator on employment matters.

According to Fisher, many employment lawyers had assumed that without cause dismissals for other than economic reasons were "unjust" dismissals. Under the CLC, employees who are unjustly dismissed can be reinstated; employees who are dismissed without cause but not "unjustly" are only entitled to severance pay.

The Wilson case involved an AECL employee who was dismissed without cause. He received six months' severance pay. An adjudicator ruled that he had been unjustly dismissed. But AECL appealed, and in 2013, the Federal Court ruled that the adjudicator was wrong. The Federal Court of Appeal agreed that a dismissal without cause was not necessarily "unjust". Read the Financial Post article. 

Local Government News:

City of Campbell River Successful against Challenge
to its Tax Rates Bylaw - SMS Bulletin
In a BC Supreme Court decision released on January 23, 2015 [2015 BCSC 102], the authority of the City of Campbell River to set different tax rates within the same property class was upheld, and is a decision of importance to local government throughout British Columbia.

[Stewart McDannold Stuart] represented the City against the challenge to its Tax Rates Bylaw commenced by TimberWest Forest Corporation. The Bylaw under attack established two tax rates for Class 7 Managed Forest Lands, one rate for lands that had been brought within the City by way of a boundary extension in 2004, and a higher rate for other Class 7 lands including those owned by TimberWest.

When the municipal boundary extension request was approved by the Province in 2004, the conditions of approval under section 14 of the Local Government Act included that the tax rate for the Class 7 Managed Forest Lands brought into the City was to remain the same as the rural taxation rate for managed forest lands.

For many years following the boundary extension, all Class 7 Managed Forest Lands within the City were taxed at or very close to the capped rural taxation rates. As part of its five year financial plan for 2014 to 2018, the City determined that it wished to phase in a tax rate increase for Class 7 Managed Forest Lands in order to reach the provincial average for that class. This meant that the Class 7 Managed Forest Lands not subject to the tax rate limitation, including TimberWest's, would be taxed at a higher rate than the lands brought within the City as a result of the 2004 boundary extension. Read the full article by Robert Macquisten with Stewart McDannold Stewart LLP.

Report Supports Local Government
Crime Prevention Measures
The report by the provincial Blue Ribbon Panel on Crime Reduction supports crime prevention measures requested by local government. The recommendations in the report mirror a number of issues identified by UBCM during its meeting with the Panel, including increased use of restorative justice measures; expansion of mental health and addiction services; and expansion of the prolific offender program.

The report (Getting Serious About Crime Reduction) by the Blue Ribbon Panel highlights the need for a collaborative approach to address and promote more effective cooperation in crime reduction activities at the provincial and community levels and recommends that the following actions be undertaken: Read the full article on the UBCM website. 

Public Hearing Procedures: A New Wrinkle
The BC Supreme Court has added a new wrinkle to the extensive case law on procedural fairness in the context of statutory public hearings. The decision may require local governments to provide to members of the public, in some situations, not only disclosure of documents relevant to the proposed by law that will be considered by the council in determining whether to adopt the bylaw, but a balanced explanation of what the documents mean. Read the entire article by Bill Buholzer with the firm Young Anderson LLP. 

Miscellaneous News:

Province to Review Heritage Law
after Battle over Grace Islet
Forests Minister Steve Thomson has ordered a review of BC's heritage conservation law following the controversy around Grace Islet, where a private home was being built on a First Nations burial ground.

The government announced this week that it was moving to resolve the dispute by partnering with First Nations and the Nature Conservancy of Canada to buy the property near Saltspring Island. The price was not disclosed. But while archeologists and First Nations praised the move, they warned that the government will face further conflicts unless it deals with the underlying issues.

"Even if Grace Islet is now resolved or will be resolved through such means – and again that's great – this has nothing to help resolve other cases elsewhere," said George Nicholas, a Simon Fraser University archeologist.

Nicholas heads the Intellectual Property Issues in Cultural Heritage team of lawyers, anthropologists, human rights specialists, and heritage scholars that recently called on Canadian governments to better protect First Nations burial grounds. Read the Times Colonist article. 

BC Laws Create Complex Issues in Honouring
the Dead and where They Rest
In Victoria's Ross Bay Cemetery, the most popular stop for visitors is the modest gravestone of acclaimed artist Emily Carr, who died 70 years ago. Other permanent residents here include coal barons and penniless gold prospectors, suffragettes and eccentric politicians, each with a story to tell. The layout of the cemetery itself offers a glimpse into the city's past: Grand mausoleums were built as far as possible from the potters' field for the poor, Anglican graves are kept apart from the Roman Catholics and First Nations and Chinese citizens remain forever segregated from those of European heritage. This is our history, etched into the landscape.

The cemetery sits on the edge of the waterfront in a residential neighbourhood that covers what was once a busy aboriginal community. Within a few minutes' walk from Ross Bay, remnants of that earlier settlement remain in the form of stone cairns where the Coast Salish people buried their dead 500 or more years ago.

There is a troubling difference between the manner in which we preserve and protect the dead on either side of the cemetery's hedge. Read The Globe and Mail article. 

Motor Vehicle and Traffic News:

Motorist Faulted for Crash After Driving
Too Fast in Foggy Conditions
Reasons for judgment were released today [January 19, 2015] by the BC Supreme Court, Kamloops Registry, assessing fault for a fatal collision which occurred during foggy conditions.

In [a recent] case (Roy v. McGinnis) the Plaintiff was driving a motor home which had stopped at a T intersection approaching a highway. The Plaintiff attempted to turn left on the highway. The area was covered in dense fog and visibility was poor. The Plaintiff failed to appreciate that the Defendant was travelling down the highway as the Plaintiff entered the intersection. Both motorists were found equally to blame for the crash, the Plaintiff for entering an intersection when it was unsafe to do so and the Defendant for failing to drive safely given the conditions. In reaching a conclusion of equal blame Mr. Justice Groves provided the following reasons: Read the full article posted by Erik Magraken on the BC Injury Law blog. 

CVSE Bulletins
There were a number of bulletins, notices, circulars and forms published by CVSE in the month of January. These included:

• CVSE0050 – Request for Replacement Certificate
• CVSE1001 – Details of pre-approved height are changing on Routes F, G and H on Form CVSE1001 – Routes Pre-Approved for 5.0 m Overall Width, by including height information, and discontinuing the practice of referring users to a different form for height approval on those routes. All three affected routes are in the Lower Mainland / Southern Interior regions.

For more information please visit the CVSE website.

Property and Real Estate News:

Family in Contempt Must Sell Condo
In split decision, Appeal Court moves against litigants in parking-stall squabble
In an unprecedented case, the BC Court of Appeal has in a split decision said a judge can order the sale of someone's condo for civil contempt.

The case, which first erupted in 2006, involves a family in a squabble with their strata council over a parking stall.

The 2-1 majority said [January 27^th] troublesome litigants Cheng-Fu Bea and Huei-Chi Yang Bea deserved to lose their home because of their incorrigible abuse of court processes battling their neighbours in the small Port Coquitlam development.

This dispute began after the Brittany Park strata council at 2378 Rindall Ave. passed a parking bylaw in August 2006. The Beas objected, refusing to park their vehicle in the assigned stall.

Years of multiple proceedings in two levels of court, all essentially asserting the same complaint, followed. Read The Vancouver Sun article. 

New Annotations posted to Strata Property Act
Mary Brunton, of Reed Pope Law Corporation in Victoria, recently posted some new annotations to the Strata Property Act. The annotations can be found in section 141 Restriction of rentals by strata corporation, and section 173 Other court remedies. A reminder to use the "View Annotations for this Law" on the top menu bar to display all annotations that have been posted to date, within a given law.

What Can Stratas Do If a Resolution
for Urgent Repairs Is Defeated?
There are many benefits to living in a strata, but there can also be problems. One such problem can be raising money to pay for building repairs. This is usually done by way of a special levy requiring owners to pay their proportional share of the expected cost. A special levy is in addition to monthly dues and can, in serious cases, be a lot of money. The imposition of a special levy requires a special majority vote: either a ¾ vote or a unanimous vote of all strata members, depending on the nature of the proposed expenditure. What happens when urgent repairs are needed but the strata members refuse to pass the required resolution authorizing a special levy?

Until December 2013, there was very little a strata could do. The only legal remedy available was under section 165 of the Strata Property Act (the "SPA") pursuant to which a court could order a strata council to perform its duty to repair and maintain common property. This was a cumbersome route and the courts are reluctant to force stratas to do things against their collective will. Read the full article by Peter Roberts with Lawson Lundell LLP. 

Wills and Estates News:

It's Time for the Court of Appeal to Revisit its Formulation
of "Rational and Valid Reasons" in Wills Variation Cases
The Wills, Estates and Succession Act allows a will maker's spouse or child to apply to court to vary a will if adequate provision has not been made for the spouse or child, in which case if the court finds that adequate provision has not been made, the court may make such provision as the court thinks adequate, just and equitable in the circumstances.

The wills variation provisions are in Division 6, Part 4 of the Wills, Estates and Succession Act, but were until recently in the Wills Variation Act, and all of the cases referred to were decided under the Wills Variation Act. The change in legislation does not affect the analysis.

Applying wills variation legislation is difficult because the courts are required to find a balance between the purposes of the legislation in recognizing that a will-maker usually has legal or moral obligations to his or her spouse and children, while respecting the right of a will-maker to make his or her own decisions about who will inherit his or her property.

The legislation allows the court to consider evidence of the will-maker's reasons for making the provisions he or she did in the will. In striving to find a balance, the British Columbia Court of Appeal has formulated a principle that if the will-maker's reasons are rational and valid, then unless the spouse or child can show financial need, the will should not be varied. Read the full article by Stan Rule on his blog Rule of Law.

Court Orders a Letter to be Effective as the
Last Will of the Deceased
WESA, the new estate legislation, contains a "dispensing power", which allows a Court to order that a writing that does not meet the formal requirements of a Will is still effective as a Will. [On January 21^st, an application was made] to Court for an order that a letter written by the deceased on the day of his death be declared effective as his Will. The British Columbia Supreme Court granted that order.

This is noteworthy because the dispensing power (section 58 of WESA) is new to British Columbia. The August 2014 issue of Your Estate Matters addressed section 58 generally. Despite being in effect since March 31, 2014, there are no published cases in British Columbia that address how and when the Court should exercise its dispensing power. As a result, a [look was made] to other provinces with similar legislation. Read the full article by Amy Mortimore with Clark Wilson LLP.