1 Can.-Am. L.J. 75 (1982)
Overview of Canadian Securities Laws with Respect to Oil and Gas Financing

handle is hein.journals/canam1 and id is 79 raw text is: OVERVIEW OF CANADIAN SECURITIES LAWS
WITH RESPECT TO OIL AND GAS FINANCING
GEORGE R. D. GouLr*
Introduction
One of the announced policy objectives of the Canadian government
is to achieve energy self-sufficiency in Canada and to be independent
from the world oil markets by the year 1990. To achieve self-sufficiency,
enormous amounts of capital will be required during the 1980's to make
new discoveries of conventional and frontier oil, to accomplish enhanced
methods of oil extraction such as tertiary recovery, to construct major
oil sands plants and to develop massive energy projects. This capital will
be raised by a number of methods; but whether the method is a public
financing, private placement or institutional borrowing, it will require a
knowledge of and compliance with relevant securities legislation.
The purpose of this paper is to give an overview of Canadian securi-
ties laws as they relate to oil and gas financing.
HISTORY OF CANADIAN SECURITIES LAWS
Securities laws in Canada trace their origins to both England and
the United States.
Disclosure and Blue Sky Laws
England, through the Joint Stock Companies Act of 1844, was the
originator of the disclosure philosophy in Canadian securities regulation
(first embodied in Canadian companies acts), while the blue sky laws
in Canada were derived from or developed concurrently with those in
the United States. Blue sky laws, requiring for the first time registration
of both securities and salesmen, were first enacted in Kansas in 1911;
and the Province of Manitoba passed an almost identical statute-the
Sale of Shares Act-in 1912. Other provinces and a number of states
quickly adopted the Kansas model.
The pertinent feature of blue sky laws is the broad delegation of
discretionary authority to a governmental securities commission or simi-
lar regulatory body:
(a) to register salesmen and other market actors;
(b) to decide whether a prospectus offering securities constitutes full,
true, and plain disclosure of all material facts;
* George R.D. Goulet is affiliated with the Calgary, Canada firm of McLaws & Com-
pany, Barristers, Solicitors and Patent Agents.

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