Sudden collapse

I know. Seven months is a long pause in newsletter years.

If you’re one of the 313 people who signed up for this newsletter since I last pressed send — welcome. Thanks for your patience.

If you've been around longer, you might be wondering where I disappeared to (especially if we aren't connected on LinkedIn).

I mentioned in April that I was launching a new thing called Inn Laws — a community for great lawyers who know there’s much more to practicing law than what they teach you in law school.

I had every intention of writing and building all at the same time. But I quickly decided I needed to pause this newsletter to help the community find its footing.

I’m happy to report: footing found. Inn Laws has quickly become the most satisfying thing I’ve ever done. We've curated a thriving community of lawyers keen on helping each other grow. No ego. No transactional networking. Just a bunch of great people taking a more human approach to practice.

So, that’s where I’ve been. And I’ve included a quick look behind the scenes in today’s edition.

But can we get back to the legal news already? Does this guy even remember how to read a judgment?

— Dylan Gibbs

PS: why aren’t we connected on LinkedIn?

• Common sense legal standards

• Dealing with burnout

• Energy concessions

• Secularism, but more secular

• Extra-national Indigenous consultation

• (Allegedly) criminal lawyers

SPOTLIGHT 🔦

That change sure sounds material

Lundin Mining Corporation v. Markowich, 2025 SCC 3

If you’re a securities lawyer hoping to gift your corporate clients good news for the holidays, the latest Supreme Court of Canada decision will disappoint. The Court took a broad view of the “material changes” that firms need to disclose to investors, confirming that issuers can't sit on bad news.

A bit of context: Securities issuers need to disclose material facts in their regularly scheduled filings. They need to disclose material changes immediately. The question here was where to draw the line.

What happened: Lundin Mining learned that one of its mines had an unstable pit wall. The instability caused a rockslide a few days later, which forced the company to halt production and cut its annual production forecast by 20%.

Lundin didn’t rush to share the news. And when it disclosed the rockslide in a periodic update about a month later, share prices tanked. A disgruntled shareholder proposed a class action alleging that Lundin should have told investors as soon as it learned about the pit wall instability.

In the lower courts: The motion judge took a narrow approach to the concept of “material change”. Sure, there might have been a catastrophic incident, but since Lundin "continued its business and operations as a mining company," he said it wasn’t a change. And that meant the investor couldn’t even get leave to bring his lawsuit.

The Court of Appeal reversed, saying the motion judge’s approach was too restrictive.

On appeal: Justice Jamal wrote for the majority and found plenty to critique about the motion judge’s analysis. In his view, the motion judge misinterpreted just about every word in the phrase "material change in [an issuer’s] business, operations or capital”.

• The motion judge used a narrow dictionary definition of “change”

• He transformed “material change” into “super material change” by saying that changes need to be important and substantial

• And he also narrowly defined “business, operations, or capital”.

So what does material change mean?

The key question is whether there's an information imbalance between the issuer and investors. External developments – like weather, political events, and economic shifts – typically don’t qualify, because everyone has access to the same public information. Investors can assess the impact themselves. It’s a different story when there’s an internal development, which investors can’t reasonably discover on their own.

If you’re unsure, just use your common sense:

A collapsed mine? Yeah, that’s at least enough to go to trial.

Big picture: Two “material change” standards were emerging in the case law. A narrow, manager-friendly standard would have required disclosure only for important changes that cause significant disruption and perhaps even threaten to shut down an issuer’s principal business. The SCC’s decision shut that standard down in favour of the broader “change is change” standard:

Room for disagreement: Justice Côté, whose frequent dissents often favour the corporate side of the equation, would have given issuers more latitude to withhold information.

BY THE NUMBERS 📊

$130/tonne. The industrial carbon price Alberta agreed to pay in exchange for sweeping energy concessions from the federal government. Under an MOU signed last week, Ottawa killed its blockbuster Oil and Gas Emissions Cap, suspended Clean Electricity Regulations in Alberta, and promised two-year approval timelines for major projects (including a potential new pipeline).

$36 million. The settlement for survivors of abuse at two former Nova Scotia schools for deaf children.

14. The number of tribal nations in Alaska claiming that BC has a duty to consult them. The tribes applied for judicial review, saying they deserve the same consultation rights as Canadian Indigenous groups for BC mining projects that risk polluting Alaskan waterways.

A PEEK INSIDE INN LAWS

Candid discussions about burnout

Running a community for lawyers has been neat in a lot of ways. I get to facilitate conversations that were black boxes when I was practicing.

Lawyers swapping intel about compensation. Firm owners building marketing strategies together. Junior associates helping each other keep their heads above water.

But few moments highlight the payoff better than a recent community discussion about burnout. As someone who left private practice feeling pretty torched myself, the comments struck a chord.

On a disheartening note, I couldn't believe just how many Inn Laws members have experienced burnout. Something like 13 people chimed in — remarkable for a community our size.

On a heartening note, I was struck by how candid and helpful the comments were. Everything from book recommendations, to details about time off, to routines that have kept people from falling back into burnout all over again.

I suppose I shouldn't be that shocked. Giving lawyers a space to talk openly about the pressures of the profession was one of the core goals I had in mind when I created Inn Laws. But no matter how much I believed in that mission in the planning stages, it's completely different seeing it come to life.

Anyway, that's a quick look behind the scenes. I figure I owed it to you after seven months of silence.

And if any of this resonates, Inn Laws might be worth a look. We're closing our founding member cohort at the end of this month, so it’s the last chance to lock in a 35% discount on membership (guaranteed to founding members for life).

If you're curious, now's the time to apply.

MAKING HEADLINES 🗞️

🤖 The future is now. Alberta legislators are using artificial intelligence to write the first draft of the province’s forthcoming Whisky Act. They figure defining what qualifies as "Alberta whisky” is low enough stakes for a computer to take a crack at it — and humans will review the output before it gets tabled.

💉 Two founders of Vancouver's Drug User Liberation Front are mounting a constitutional challenge after being convicted of trafficking. They ran a "compassion club" that sourced heroin, cocaine, and meth from the dark web, tested the drugs for contaminants, and sold them at cost. Their challenge argues that criminalizing safer supply options violates Charter rights by forcing drug users to stick with more dangerous street drugs.

🕌 Quebec is getting even more secular. The province’s new bill would ban religious symbols in every education setting, from daycare to university, and outlaw public prayer. Just like its predecessor Bill 21 — the secularism law currently being challenged at the SCC, secularism 2.0 relies on the notwithstanding clause to pre-emptively shield it from Charter challenges.

🏳️‍⚧️ Not keen to be out-notwithstanding’d, Alberta also put the Charter override to work for the second time in less than a month. The province is using the clause to shield its three laws restricting gender-affirming care for trans youth. Advocacy groups challenging the laws say they still plan to take their arguments to court — the same strategy adopted by those challenging Quebec’s secularism law. We’ll see what the SCC has to say about it during the upcoming March appeal hearing.

🏠 BC property owners are suing over the recent Cowichan decision. If you’ve somehow managed to avoid the buzz about the decision — the BC Supreme Court recognized Aboriginal title over a large swath of land and remarked that a conflict between Aboriginal title and private land ownership may require private landowners to “yield”. The proposed class action alleges federal and provincial governments misled landowners into thinking their property was secure despite unresolved Indigenous claims.

THINGS NOT TO DO 😤

Don’t aid a criminal enterprise. Toronto criminal lawyer Deepak Paradkar, who once repped the outrageous Instagram handle @cocaine_lawyer, is wrapped up in the investigation into Olympic snowboarder-turned-drug lord Ryan Wedding. US prosecutors allege Paradkar told Wedding he could dodge charges by killing a witness — shortly before the same witness ended up gunned down in Colombia.

Innocent until proven guilty and all, but don’t do any of that.

Prosecutors also released these shots of Ryan Wedding getting advice from a younger colleague: