At Fogler, Rubinoff, we believe that making a difference begins with trust. Experience and sound judgment earn it. Client relationships are built on it. Results keep it.

Jennifer A. Humphrey

Associate

Toronto

PROFILE

Jennifer is an associate with the firm’s securities law group. She acts for clients on a variety of transactions, including securities and regulatory matters, mergers and acquisitions as well as equity and debt financings.

Prior to joining Fogler, Rubinoff LLP, Jennifer practiced in-house at a private equity firm where she worked on a variety of matters including those relating to public mutual funds, corporate governance and other regulatory matters. She also studied to successfully complete the Canadian Securities Course.  

Jennifer received her J.D. from the University of Ottawa and her Honours Bachelor of Arts from the University of Western Ontario on the Dean’s Honour List.

In her spare time, she enjoys spending time outdoors in her hometown of Orillia, as well as hiking and cooking for her friends and family.   

Publications

JULY 14 2020

10 Considerations Special Committees Should Address in A Going Private Transaction

Public issuers may choose to go private for several reasons. Among those most common may include the desire to minimize the time and costs affiliated with being a reporting issuer (audit, legal, transfer agent, stock exchange), the potential for greater fundraising activities, and the ability to close transactions faster. We have prepared this article to summarize ten (10) considerations that issuers, directors and special committee members should turn their minds to during a going private transaction.

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JUNE 08 2020

CSA Announces Amendments to Regulatory Framework for at-the-Market Distributions

On June 4, 2020, as part of its effort to reduce the regulatory burden, the Canadian Securities Administrators (the "CSA") announced amendments coming into effect on August 31, 2020 (the "Amendments") to the regulatory framework for at-the-market ("ATM")distributions. Among other things, the Amendments will eliminate the requirement to obtain exemptive relief from securities regulatory authorities and will streamline the process for conducting an ATM distribution.

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MAY 13 2020

Recap of the OSC's Seminar: COVID-19 - Continuous Disclosure Obligations and Considerations for SMEs

The Ontario Securities Commission (the "OSC") hosted a presentation entitled "Continuous Disclosure Obligations and Considerations for Small and Medium Enterprises" ("SMEs") on May 6, 2020 (the "Presentation"). The purpose of this article is to summarize some of the key points discussed during the Presentation, with a particular focus on management's discussion and analysis ("MD&A"), financial information, material change reports ("MCRs") and temporary relief for executive compensation disclosure.

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APRIL 22 2020

Get a Head Start - Avoid Prospectus Approval Delays by Pre-Filing a Prospectus on a Confidential Basis

On March 5, 2020 the Canadian Securities Administrators (the "CSA") introduced a harmonized process for full reviews of prospectuses on a confidential pre-filing basis for non-investment issuers (the "Pre-File Process"). The concept of pre-filing a prospectus for comment is not new, however it was previously applied inconsistently by the various regulators. This prompted the CSA to respond by releasing its Staff Notice 43-310 Confidential Pre-File Review of Prospectuses (for non-investment fund issuers) (the "Staff Notice") to help harmonize the pre-filing process, and to help issuers obtain more certainty and flexibility in prospectus offerings.

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MARCH 23 2020

COVID-19 and Shareholder Meetings: Now What?

We have received several inquiries from clients asking for guidance regarding their shareholders meetings in light of the rapidly evolving novel coronavirus pandemic and the need to socially distance ourselves. With the AGM meeting season upon us, this article seeks to provide information relating to (i) the options available for holding AGMs in light of the COVID-19 concerns and (ii) the procedures to be followed in the event that an issuer decides to change the date, time or location of its in-person AGM due to COVID-19.

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MARCH 19 2020

The CSA to Grant Temporary (45-Day) Relief for Some Regulatory Filings Due to COVID-19

This article highlights some of the key points around the CSA's 45-day extension and what issuers and other capital market participants need to know with respect to regulatory filings due to COVID-19.

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MARCH 10 2020

Are You Properly Relying on The Private Issuer Exemption To Issue Shares or Other Securities?

Many private issuers incorrectly assume that because they are non-distributing companies (i.e. not public), securities laws do not apply to them. This is an incorrect assumption that could result in issuers unknowingly acting contrary to securities laws. The purpose of this article is to review the principal elements of the Ontario private issuer exemption...

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NOVEMBER 14 2019

Cannabis Industry Warned by CSA to Improve Governance

On November 12, 2019, the Canadian Securities Administrators issued Multilateral Staff Notice 51-359 — Corporate Governance Related Disclosure Expectations for Reporting Issuers in the Cannabis Industry (the "Notice") to provide cannabis and other issuers in emerging growth areas with supplemental information related to the disclosure of financial interests in significant corporate transactions...

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SEPTEMBER 12 2019

Hot Off the Press: the CSA Issues Guidance on Climate Change-Related Risks

On August 1, 2019 the Canadian Securities Administrators ("CSA") published Staff Notice 51-358 Reporting of Climate Change-related Risks (the "Notice") to highlight the responsibilities, risks and materiality considerations that board members and key personnel should consider in light of climate change-related issues as they relate to the issuer's Management's Discussion and Analysis ("MD&A") and Annual Information Form ("AIF")...

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JULY 04 2019

Feeling Lucky? Submit an Expression of Interest Application to Participate in the Ontario Cannabis Lottery (Cut 2)

On July 3, 2019 the provincial regulator for cannabis retail storefronts, the Alcohol and Gaming Commission of Ontario (the "AGCO"), announced that it has been given the regulatory authority to conduct a second lottery for 42 private cannabis retail store authorizations (the "Lottery").

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MAY 08 2019

Out with the Old In With the "Re-NEWed System" to Replace SEDI, SEDAR and NRD

On May 2, 2019 the Canadian Securities Administrators ("CSA") issued a press release introducing the National Systems Renewal Program ("NSPR") aimed at developing a new centralized information technology system (the "Renewed System") to replace various local records filing systems, as well as the System for Electronic Development Analysis and Retrieval ("SEDAR"), the System for Electronic Disclosure by Insiders ("SEDI"), and the National Registration Database ("NRD"). 

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APRIL 25 2019

Proposed Changes to the Canada Business Corporations Act

On April 8, 2019, the federal government introduced Bill C-97 in order to implement its spring budget. Bill C-97 proposes to effect amendments to a number of federal statutes, including making important changes to the Canada Business Corporations Act ("CBCA").

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MARCH 08 2019

The OSC's Response to Reduce Regulatory Burden

The Ontario Securities Commission (the "OSC") recently published Staff Notice 11-784 ¾ Burden Reduction (the "Staff Notice") to seek the consultation of stakeholders to address ways the OSC can reduce unnecessary regulatory burdens. The efforts undertaken by the OSC are intended to support the Ontario government's Open for Business Action Plan and can be seen as complementing the existing regulatory reduction projects initiated by the Canadian Securities Administrators (the "CSA") discussed below in the section entitled "Background"...

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JANUARY 09 2019

Weeding Out The Edible, Extracts And Topical Appeal

On December 20, 2018 Health Canada launched a 60-day public consultation on draft regulations to amend Schedule 4 (the "Schedule") to the Cannabis Act (the "Act") to include the following classes of cannabis that can be legally sold in Canada: "edible cannabis", "cannabis extracts" and "cannabis topicals"...

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Education

  • Call to the Bar, 2018
  • University of Ottawa, J.D., English Common Law, 2017
  • Canadian Securities Course, 2018
  • University of Western Ontario, B.A. (Hons.), 2013

Memberships

  • Women in Capital Markets
  • Ontario Bar Association
  • Canadian Bar Association
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