Company and Finance News:

The Eco Oro Decision – OSC Draws the Line on
Private Placements during Proxy Contests
The Ontario Securities Commission (OSC) has overturned a decision by the Toronto Stock Exchange (TSX) conditionally approving a private placement of shares in the context of a proxy contest. The TSX approved the issuance of almost 10% of the common shares of Eco Oro Minerals Corp. (Eco Oro) to existing shareholders supportive of the incumbent board of directors just eight days prior to the record date for a shareholders meeting requisitioned to replace Eco Oro's board of directors. As a result of this decision, private placements in the context of an ongoing proxy contest and other contested situations may be subject to enhanced scrutiny by the TSX in determining whether the issuance should be subject to shareholder approval. The OSC's decision also effectively unwinds the private placement unless and until it is approved by Eco Oro's shareholders. The OSC's jurisdiction to make this kind of order has been the subject of considerable debate. In a separate ruling issued on the day after the OSC's decision, the Supreme Court of British Columbia (the B.C. Court) dismissed a petition by Eco Oro shareholders to set aside the issuance of Eco Oro's shares on the basis of oppression. Read the full article by Douglas Bryce, Jeremy Frailberg, Andrew MacDougall, and Alex Gorka of Osler LLP

Mandatory Central Counterparty Clearing of
OTC Derivatives in Canada – Update
In 2015, the Canadian Securities Administrators (CSA) proposed mandatory central counterparty clearing of certain standardized over-the-counter ("OTC") derivatives transactions consistent with its goal to improve transparency in the OTC derivatives market and enhance the overall mitigation of systemic risk: National Instrument 94-101 Mandatory Central Counterparty Clearing of Derivatives and its related Companion Policy 94-101CP (NI 94-101) and National Instrument 94-102 Derivatives: Customer Clearing and Protection of Customer Collateral and Positions and its related Companion Policy 94-102CP (NI 94-102). NI 94-101 requires certain counterparties to clear specified standardized OTC derivatives through a central counterparty clearing agency, unless an exemption is available in the instrument. For a detailed overview of NI 94-101, we refer you to our previous article on NI 94-101. NI 94-102 is designed to protect a local customer's positions and collateral when clearing OTC derivatives and to improve clearing agencies' resilience to default by a clearing intermediary: it includes requirements related to the segregation and portability of customer collateral and positions as well as detailed record-keeping, reporting and disclosure requirements. For a detailed overview of NI 94-102, we refer you to our previous article on NI 94-102. On January 19, 2017, the CSA announced that, subject to necessary approvals, NI 94-101 would come into force on April 4, 2017 and NI 94-102 would come into force on July 3, 2017. Read the full article by Laurie Fouin, Candace Pallone, Mary Jeanne Phelan and Sonia Struthers of McCarthy Tétrault LLP.

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

• 93-101 – CSA Notice and Request for Comment - Proposed National Instrument 93-101 Derivatives: Market Conduct  and related documents
• 94-101 – Adoption - Multilateral Instrument 94-101 Mandatory Central Counterparty Clearing of Derivatives
• 11-336 – CSA Staff Notice 11-336 – Summary of CSA Roundtable on Responses to Cyber Security Incidents
• 11-335 – CSA Staff Notice 11-335 Notice of local amendments and changes in certain jurisdictions
• 23-101 – Amendments to National Instrument 23-101 Trading Rules and its related Companion Policy
• 45-323 – CSA Staff Notice 45-323 Update on Use of the Rights Offering Exemption in National Instrument 45-106 Prospectus Exemptions
• 52-403 – CSA Consultation Paper 52-403 Auditor Oversight Issues in Foreign Jurisdictions
• 24-101 – CSA Notice: Amendments to National Instrument 24-101 Institutional Trade Matching and Settlement and its related Companion Policy 

For more information visit the BC Securities website.

Energy and Mines News:

Vaughn Palmer: Christy Clark Takes
Firm Stand on U.S. Thermal Coal
On a campaign swing through south central BC, BC Liberal Leader Christy Clark stepped up her last-minute war against the shipment of thermal coal through ports on the BC Coast. Clark launched the drive just last week, calling on Prime Minister Justin Trudeau to implement the ban. But in the absence of any action by Ottawa, Clark now says if the Liberals are re-elected, they will take immediate action on their own. Though the BC Liberal cabinet crafted the move in retaliation to the U.S. decision to impose punitive duties on softwood lumber imports from Canada, the premier confirmed that the mechanism would apply equally to thermal coal from Canadian provinces as well as trans-shipments from the U.S. She also announced the mechanism – a special carbon levy that would be imposed by regulation under the provincial Greenhouse Gas Industrial Reporting and Control Act. Read the full article in The Vancouver Sun.

Approval of Mount Polley Mine
Waste Dumping Irks Critics
Mount Polley Mining Corporation has been granted permission to drain treated mining waste water into Quesnel Lake, a massive glacial lake that provides drinking water to residents of Likely BC, northeast of Williams Lake. Approval of the long-term waste water management plan came April 7, despite a disaster that put the water at risk in 2014 and a provincial investigation into the spill that is not yet complete. "The timing is absolutely surprising," said Ugo Lapointe of Mining Watch Canada, who pointed out the news release came on a Friday afternoon before the launching of the BC election. Quesnel Lake, famed for trophy-sized rainbow trout, is feared at risk by locals who describe it as the deepest fjord lake on earth, and who protest any dump of mining waste, treated or otherwise, which can carry toxic elements and heavy metals such as arsenic and lead or zinc. "It's hard not to be cynical," said Lapointe who said locals opposing the plan felt ignored. But Environment Minister Mary Polak told CBC the decision was made by neutral civil servants based on science that confirmed draining treated water into the river, as opposed to the lake, was riskier. "These decisions do not cross any politicians desk. In fact if I was to interfere with the decision I could be in some very serious legal trouble," Polak told CBC. "That is one of the ways we ensure that there is never any influence by companies that might donate to political parties." Read the full article at CBC News.

Family and Children News:

Youth Custody Regulation Amended
Effective April 1, 2017, the Youth Custody Regulation, B.C. Reg. 137/2005, was amended by B.C. Reg. 11/2017. Many of the amendments serve to shift emphasis away from discipline for infractions and towards behaviour support and management, and provide for the emotional and personal development of youth. New provisions were added regarding reports written by a person who orders a behaviour management consequence as a result of an infraction, and the review of these reports by the person in charge of the youth custody centre. The section on separate confinement was repealed and a new one introduced, which expands the list of reasonable grounds for confinement, and redefines the different periods of confinement.

Purdue Pharma Agrees to Settle
OxyContin Class-action Suit
The pharmaceutical giant behind the blockbuster pain pill that triggered Canada's deadly opioid crisis has agreed to pay $20-million to settle a long-standing class-action lawsuit. The proposed national settlement caps a legal battle that began a decade ago between Purdue Pharma, the maker of OxyContin, and lawyers representing as many as 2,000 Canadians who got hooked on the drug after their doctors prescribed it. The country's opioid epidemic traces its roots to the introduction of the prescription painkiller 21 years ago. From 2000 to 2015, more than 6,300 died in Ontario alone from overdoses related to opioids. "We're happy we at least have something to offer to the class members after all this time," Halifax lawyer Ray Wagner said. Read The Globe and Mail article by Karen Howlett

Thousands of X-rays and Scans Read in
BC's Interior May Have "Inaccuracies"
Visiting radiologist's work from May of
2011 and June of 2014 to be reviewed
Another health authority in BC is calling into question the work of a radiologist who was responsible for reading thousands of X-rays and scans over a two-month period. Interior Health says it will be reviewing nearly 2,200 X-rays, CT scans, ultrasound and diagnostic mammography reports read by a doctor who was working temporarily in the Kootenay-Boundary region in May of 2011 and June of 2014. "The concern has been raised the interpretations may not have been complete reporting or had inaccuracies," said Dr. Ron Collins from the health agency. The news comes a day after 700 patients in northwestern B.C. were informed of errors in the analysis of their scans at a Terrace hospital. More than 8,400 images from 5,278 patients were reviewed in that case. This latest incident impacts 1,790 patients who visited hospitals and health centres from Nakusp, B.C. to Grand Forks who may have had a range of medical issues. "It could be anything from soft tissue injury related to sports up to something much more serious," said Collins. Read the full CBC News article.

Local Government News:

Update on Marijuana Legalization
UBCM has met with Bill Blair, Parliamentary Secretary to the Minister of Justice and Attorney General, to discuss the federal government initiative to legalize and regulate marijuana. In June 2016, Blair was tasked with overseeing the federal Task Force on Cannabis Legalization and Regulation. Mr. Blair conveyed the federal government's next steps in the legalization process, including the impending legislation, which he described as "imminent". In particular, Blair discussed the necessity for communication between all three orders of government, as well as the need to provide local governments the resources they need to manage responsibilities under the regime for legalized marijuana. Read the full article on the Union of BC Municipalities website

Liquor Control & Licensing Regulation –
Charitable Purposes
Recent amendments to the Liquor Control and Licensing Regulation include a new section dealing with special event permits for charitable purposes. The section establishes rules for a permittee who holds a special event permit and sells a drink containing liquor at a price exceeding that set out in the cost recovery price list. The profits made from these events must be donated to or used by a non-profit organization or corporation to carry out charitable purposes.

Miscellaneous News:

New Electoral Districts Act
The new Electoral Districts Act came into force on April 11, 2017, granting effect to the Legislative Assembly's approval of the Electoral Boundaries Commission's 2015 report. The Act establishes two additional electoral districts in Richmond and Surrey, thereby increasing the number of electoral districts within British Columbia from 85 to 87. Substantial changes were also made to the Fraser-Nicola and the Boundary-Similkameen districts, while the Comox Valley and mid-Vancouver Island areas were redistributed to form the Mid Island-Pacific Rim electoral district. These and other relatively minor changes are intended to rebalance populations within communities while also providing representation of communities of interest.

Crash Victim's Court Award for Surrogacy Fees
Believed to be a 1st in Canada
Mikaela Wilhelmson was in the back seat when a head-on crash changed her life forever. Six years ago, a head-on car crash in Surrey, B.C., left Mikaela Wilhelmson's bones and future shattered. A witness at the scene remembers her saying: "I don't want to die. I don't want to die." Since then, the young woman had been fighting for compensation. Recently she was awarded a $4 million settlement from the Insurance Corporation of British Columbia (ICBC), along with a precedent-setting $100,000 award to be used for the future cost of surrogacy because her massive injuries left her unable to bear children." That had never been done before in Canada," said Wilhelmson's lawyer Conrad Margolis. B.C. Supreme Court Justice Neena Sharma considered everything in her ruling — from lost financial potential, to lost fertility in the case that pushes the limits on personal injury awards for the young woman's lost potential. Several personal injury lawyers told the CBC they believe the award for future surrogacy is a first in Canada. Read the full CBC article by Yvette Brand.

High Proportion of Young Adults Who
Consume Pot are Driving: BC Study
A major BC study has found that a high proportion of young adults who consume marijuana admit they either drive while stoned or get into vehicles with drivers who've used marijuana. Canadian studies have shown increased crash risks when drivers consume pot, and the high frequency of risky behaviour in the current study demonstrates a failure of approaches and the need for urgent action on the prevention and public-awareness front, the study says. This is especially relevant because of Canada's plan to legalize recreational marijuana, according to lead author Bonnie Leadbeater, a University of Victoria psychology professor whose study is published in the journal Paediatrics and Child Health. Vancouver General Hospital's Jeff Brubacher, an emergency-room doctor and co-author of the current study, told Postmedia News recently that when marijuana is legalized, "there will be an increase in crashes, injuries and fatalities." Read The Vancouver Sun article by Pamela Fayerman.

Proven Cases of ICBC Fraud Almost Non Existent
Insurance Companies often talk about the high cost of fraud and ever rising claim rates. These discussions are often abstract or accompanied with large numbers. When you look behind the data there is often little to substantiate the numbers. This pattern seems to be the case with ICBC's claims that fraud costs policy holders $600 million per year. The reality, however, is there is no data to substantiate this. Recently ICBC revealed, pursuant to an information request, the number of successful convictions against fraudsters. The numbers are negligible. Richard McCandless, a self described "retired senior BC government public servant" made an information request for the number of fraud charges laid and the number of resulting convictions. ICBC replied and the data revealed that there are very few successful prosecutions and the trend, if anything, is moving downward. Read the full article by Erik Magraken on his BC Injury Law and ICBC Claims Blog.

CVSE Bulletins & Notices
The following circulars have been posted in April by CVSE:

• CVSE1001 – Routes Pre-Approved for 5.0 m OAW (April 2017)
• Notice NSC 01-17 – Changes to Bulk Abstract Request Process

For more information on these and other items, visit the CVSE website.

Saskatchewan Courts Tackle Cost
Sharing in Condominiums
Late last month, Saskatchewan's Court of Queen's Bench issued two judgments examining cost sharing in a condominium property. Cost sharing has been front and centre in recent work in BCLI's Strata Property Law Project, culminating in the publication of the Consultation Paper on Complex Stratas. The consultation paper examined how British Columbia's legislation and regulations enabling sections and types can take the pressure off apportioning common expenses in a strata property strictly by reference to strata lots' unit entitlements. The Saskatchewan cases took on issues arising from two condominium properties' (the Saskatchewan equivalent of a strata property) attempts to vary this basic rule of sharing expenses. BC's Strata Property Act generally requires a strata corporation to determine "a strata lot's share of the contribution to the operating fund and contingency reserve fund" by applying the following formula: unit entitlement of strata lot/total unit entitlement of all strata lots x total contribution. Section 100 allows the eligible voters of a strata corporation to "agree to use one or more different formulas," but only so long as their agreement is evidenced by a resolution passed by a unanimous vote. Read the full BCLI article by Kevin Zakreski.

Highest Priced Houses in Metro Vancouver belong to the
Lowest Income Earners, Study Finds
A new study says the highest priced houses in municipalities Metro Vancouver are owned by those with the lowest median household incomes. The study – by the consultant group Site Economics Ltd. – took data from the Canada Revenue Agency and the Vancouver Real Estate Board. It found annual taxable median household incomes are not associated with median home prices in different municipalities in Metro Vancouver. "Port Moody now has the highest median taxable income in Metro Vancouver, yet only average house prices, and Richmond has the lowest median taxable income, yet some of the highest house prices," it stated. Richard Wozny, a longtime real estate developer and the principal for Site Economics Ltd., believes this discrepancy between incomes and housing prices in Vancouver is the result of the owners of high-priced homes under reporting their actual income – though the claim is an extrapolation, as the report doesn't show any specific evidence of this. Wozny says these owners – who are subject to property taxes – are not paying enough income tax needed to support the infrastructure and neighbourhood services that make the city so desirable, which in turn leads to higher house prices. "Growth is not being required to pay for itself," he said. "It seems like politicians have been too timid to ask for something." Wozny says if incomes are no longer a reliable source of taxes, there needs to be substantial tax reforms – property tax, for example – to better capture the wealth in the real estate market. Tsur Somerville, a professor at the University of British Columbia's Sauder School of Business, says while this particular discrepancy of low incomes, high house prices has been raised in the past, there's a problem with these studies. Read more of the CBC article by Roshini Nair.

Wills and Estates News:

Legal Trend: Evidence of Testamentary Intent Can
"Save" otherwise Invalid Wills or Gifts
The recently reported case of Bach Estate (Re) is the first decision to rule on section 43 of the Wills, Estates and Succession Act (the "WESA") and also epitomizes a recent trend in BC estate law: otherwise invalid testamentary documents or gifts can be "saved" where there is evidence of testamentary intent. This trend has been seen in section 58 of the WESA, which allows a court to cure deficiencies in an otherwise invalid will where that will is found to encapsulate the testamentary intent of the deceased. This trend is also found in the wording of section 43 of the WESA which allows a court to declare that a gift to a witness of a will or to a spouse of a witness (which, prior to the WESA, was automatically void) is valid if it was the will-maker's intention to make the gift to that person. Otherwise invalid wills have been cured by BC courts under section 58 of the WESA in cases like Yaremkewich Estate (Re). Bach Estate represents the first ruling where a court has saved an otherwise invalid gift to a witness or witness' spouse under section 43. Read the full article by Daniel Paperny and Mark Weintraub, Q.C. of Clark Wilson LLP.

Supreme Court of B.C Decision Lends Support to
Use of Multiple Wills to Reduce Probate Fees
A recent Supreme Court of British Columbia decision has lent support to the strategy of reducing probate fees by making two wills in British Columbia, one that deals with those assets that may be transferred to your personal representative without a grant of probate, and the other that deals with assets requiring a grant of probate. This strategy of probate fee reduction has been successfully employed in Ontario, and because of wording changes to the legislation in British Columbia when the Wills, Estates and Succession Act came into effect, is utilized more frequently in British Columbia. Read the full article by Stan Rule on his blog Rule of Law. 

Ian Mulgrew: As If Death Weren't
Bad Enough – Fraudulent Wills
The B.C. inheritance-and-estate law brought in two years ago has increased the risk of forged and fraudulent wills, says a lawyer involved in the debate about its creation. Trevor Todd, who runs disinherited.com, said the situation is worrying given that in his 40-year practice he previously saw only one forged will – in the late-1970s. That case involved a nightclub doorman and his legal-secretary girlfriend taking advantage of the chronically drunk bar owner with a will that left everything to the bouncer. The club owner's widow hired a handwriting expert and the case was settled out-of-court when the will was unveiled as a fake. The old rules required that a will be in writing, signed by the testator and two witnesses, all in the presence of each other, and neither of whom nor their spouses could inherit as a beneficiary. (The doorman used two bar flies as witnesses – the girlfriend having alerted him to the perils of signing the phoney document.) Most forged-wills cases involve handwritten documents, known as holographs, putatively signed by the deceased with no witnesses. Several decisions since the Wills, Estates and Succession Act (WESA) came into effect March 31, 2014, however, have allowed wills that previously would have been ruled invalid to be probated despite irregularities such as the lack of witnesses. Read The Vancouver Sun article.