Tag archives: British Columbia Securities Commission

Due diligence defence for distribution of securities in breach of securities law

In furtherance of a proposed merger or acquisition, it is common place for an issuer to complete a concurrent private placement in order to, among other things, fund its working capital and current operations, complete the transaction or satisfy regulatory or administrative requirements post-transaction i.e., exchange listing requirements upon completion of a reverse-take over. Notwithstanding … Continue reading

Re Red Eagle: private placements in the M&A context

In its recent decision, Re Red Eagle, 2015 BCSECCOM 401 (Re Red Eagle), the British Columbia Securities Commission (BCSC) addresses the tension that arises between corporate law and securities regulatory goals when private placements are undertaken in the M&A context. Red Eagle Mining Corporation (Red Eagle) sought to complete a hostile take-over of CB Gold Inc. (CB … Continue reading