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Corporate Governance in Challenging
Times – Practical Tips for Directors in the
Oil & Gas Sector
February 2, 2016
Introduction
2
• Directors of oil and gas companies, or those of companies with material
exposure to the Energy sector, fa...
DIRECTORS’ DUTIES IN SITUATIONS OF FINANCIAL DISTRESS
Fiduciary Duties
• Directors have fiduciary duties to act honestly a...
DIRECTORS’ DUTIES IN SITUATIONS OF FINANCIAL DISTRESS (Cont.)
Duty of Care
• Directors are also subject to a duty of care
...
DIRECTORS’ DUTIES IN SITUATIONS OF FINANCIAL DISTRESS (Cont.)
5
• Directors should engage independent experts when require...
DIRECTORS’ DUTIES IN SITUATIONS OF FINANCIAL DISTRESS (Cont.)
The Business Judgement Rule
• The business judgement rule pr...
DIRECTORS’ DUTIES IN SITUATIONS OF FINANCIAL DISTRESS (Cont.)
Failure to Meet Duties
• Directors that fail to meet the dut...
DIRECTORS’ DUTIES IN SITUATIONS OF FINANCIAL DISTRESS (Cont.)
Oppression
• Persons and entities that believe they have bee...
DIRECTORS’ DUTIES IN SITUATIONS OF FINANCIAL DISTRESS (Cont.)
9
What to Do
• The oppression remedy is very broad and equit...
DIRECTORS’ DUTIES IN SITUATIONS OF FINANCIAL DISTRESS (Cont.)
10
Independent or Special Committees
• Directors owe their d...
PERSONAL LIABILITY OF DIRECTORS
Directors can be personally liable for damages when duties are breached or for certain
cor...
PERSONAL LIABILITY OF DIRECTORS (CONT’D)
12
Environmental Liabilities of Directors
• Directors can become liable for envir...
PERSONAL LIABILITY OF DIRECTORS (CONT’D)
13
• We believe that in the current economic climate and in light of the change i...
LICENSEE LIABILITY RATING (LLR) PROGRAM
14
• The operation of the LLR program may limit the options available to boards to...
LESSONS FROM REDWATER INSOLVENCY PROCEEDINGS
15
• There is an important case working its way through the Alberta courts th...
LESSONS FROM REDWATER INSOLVENCY PROCEEDINGS (Cont.)
16
Competing Legislation
• The BIA empowers a receiver appointed unde...
LESSONS FROM REDWATER INSOLVENCY PROCEEDINGS (Cont.)
17
• The case was heard on December 16-17 before Justice Wittman of t...
PROTECTING THE BOARD
• Directors should take certain steps to mitigate personal liability when the corporation
is experien...
RECAPITALIZATION AND RESTRUCTURING
19
• The current low price environment for hydrocarbon products will cause many
compani...
RECAPITALIZATION AND RESTRUCTURING (Cont.)
20
• Usually limited to a balance sheet restructuring and not to minimize or
el...
RECAPITALIZATION AND RESTRUCTURING (Cont.)
21
Strategic Considerations
• Electing to pursue a restructuring or recapitaliz...
RECAPITALIZATION AND RESTRUCTURING (Cont.)
• Accordingly, a pro active and well timed engagement strategy should form part...
OSLER’S MARKET LEADING EXPERTISE
23
Osler, Hoskin & Harcourt LLP (“Osler”) is one of Canada’s leading business law
firms a...
OUR PEOPLE
Osler has a large team of highly experienced legal professionals that are able to
assist on corporate governanc...
OUR PEOPLE
25
Maureen Killoran, Q.C.
Litigation
Calgary
mkilloran@osler.com
403.260.7003
Andrea Whyte Partner,
Corporate, ...
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Corporate Governance in Challenging Times - Practical Tips for Directors in the Oil & Gas Sector

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Directors of Oil and Gas companies are currently faced with challenging market conditions. This presentation will act as a introductory guide to directors about the options available to improve the position of their companies.

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Corporate Governance in Challenging Times - Practical Tips for Directors in the Oil & Gas Sector

  1. 1. Corporate Governance in Challenging Times – Practical Tips for Directors in the Oil & Gas Sector February 2, 2016
  2. 2. Introduction 2 • Directors of oil and gas companies, or those of companies with material exposure to the Energy sector, face unprecedented challenges as they seek to guide their enterprises through a period of substantial market uncertainty • While the challenges corporate directors face in the current economic environment are significant, the duties that they owe and the standards to which they are subject have not changed • Directors in the energy sector should understand what their duties are in the circumstances and the positive steps they can take to ensure that they meet their duties and shield themselves from personal liability • They should also understand the options that may be available for the enterprises they manage to restructure or recapitalize to better position themselves to survive current market conditions
  3. 3. DIRECTORS’ DUTIES IN SITUATIONS OF FINANCIAL DISTRESS Fiduciary Duties • Directors have fiduciary duties to act honestly and in good faith with a view to the best interests of the corporation • Fiduciary duties are owed to the corporation – they do not shift to creditors, even when the corporation is in the vicinity of insolvency • However, directors may consider the interests of various stakeholders in determining whether they are acting in the corporation’s best interests Affected stakeholders can include creditors, shareholders, employees, suppliers and the environment • Directors should not favour the interests of one group of stakeholders over others. However, It is recognized, as a practical matter, that creditors may have increased leverage when a corporation is in financial distress And may hold enhanced contractual rights if there has been an event of default under debt instruments What to Do • Directors will comply with their fiduciary duties if they undertake an honest and good faith attempt to address the corporation’s financial problems 3
  4. 4. DIRECTORS’ DUTIES IN SITUATIONS OF FINANCIAL DISTRESS (Cont.) Duty of Care • Directors are also subject to a duty of care • The duty of care imposes an objective standard that requires directors to act carefully in an informed and considered manner • In discharging the duty of care, directors must exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances • What to Do • Meeting the duty of care can be achieved by directors who: devote reasonable time and attention to the affairs of the corporation; and exercise informed business judgement • Directors should review and take active steps to inform themselves of all material information and should actively question management and advisors with respect to the corporation’s financial viability and options to raise additional capital or to recapitalize or restructure 4
  5. 5. DIRECTORS’ DUTIES IN SITUATIONS OF FINANCIAL DISTRESS (Cont.) 5 • Directors should engage independent experts when required • The board’s decision making process should be documented in order to allow directors to demonstrate that they have exercised care, diligence and skill, and have acted in an informed and considered manner, in reaching their decisions
  6. 6. DIRECTORS’ DUTIES IN SITUATIONS OF FINANCIAL DISTRESS (Cont.) The Business Judgement Rule • The business judgement rule provides substantial protection for directors’ decisions • In considering whether directors have complied with their duties, courts generally apply the “business judgement rule” if the decision-making process meets certain requirements • Pursuant to the business judgement rule, courts defer to directors’ business decisions so long as they lie within a range of reasonable alternatives and are taken: in good faith, and in the absence of a conflict of interest, provided directors undertook a reasonable investigation, considered the alternatives and acted fairly • Where directors meet the requirements of the business judgement rule, courts will not substitute their view for that of directors even if subsequent developments show directors did not make the best decision What to Do • Running a thorough process, engaging the appropriate advisors and documenting the alternatives considered and decisions taken, will be important elements in demonstrating that the applicable duties and standards have been met and that appropriate business judgement was brought to bear • It will also be important to demonstrate that the board acted in an independent manner and in the absence of any conflicts of interest 6
  7. 7. DIRECTORS’ DUTIES IN SITUATIONS OF FINANCIAL DISTRESS (Cont.) Failure to Meet Duties • Directors that fail to meet the duties to which they are subject (fiduciary duties and the duty of care) risk exposure to material and negative consequences including: Loss of recourse to indemnification Derivative actions brought by shareholders for breach of duty Personal liability for debts or obligations of the corporation 7
  8. 8. DIRECTORS’ DUTIES IN SITUATIONS OF FINANCIAL DISTRESS (Cont.) Oppression • Persons and entities that believe they have been unfairly dealt with by a corporation may claim for oppression • Creditors, shareholders or other parties may bring a claim for oppression if directors act in a manner that: is oppressive; is unfairly prejudicial to the complainant; or unfairly disregards their interests • A court may find oppression even in circumstances where directors have complied with their fiduciary duties • As a practical matter, when a corporation is in the “vicinity of insolvency”, the potential for unfair prejudice or unfair disregard for the interests of creditors is enhanced • If a court finds oppression, it may make any order it considers appropriate 8
  9. 9. DIRECTORS’ DUTIES IN SITUATIONS OF FINANCIAL DISTRESS (Cont.) 9 What to Do • The oppression remedy is very broad and equitable in nature. It allows the court to enforce not just what is legal, but also what is “fair”. • Much of the guidance as to the types of actions that constitute oppression comes from caselaw. • Directors may wish to obtain advice from counsel as to whether an action that is being contemplated could be viewed as oppression prior to making the decision to take such action • In considering actions that are in the best interest of the corporation, the rights and reasonable expectations of creditors should be averted to and the board’s deliberations in this regard should be documented
  10. 10. DIRECTORS’ DUTIES IN SITUATIONS OF FINANCIAL DISTRESS (Cont.) 10 Independent or Special Committees • Directors owe their duties to the corporation as a whole, and not to any particular stakeholder • Accordingly, where directors or members of management are substantial shareholders or creditors of the corporation, the board should give due consideration to establishing an independent or special committee • An independent or special committee can help demonstrate that decisions were taken “in the absence of a conflict of interest” which is an integral component of the business judgement rule • Independence from management may result in greater credibility with creditors where management actions are viewed as having contributed to financial distress • A subset of the board may be better positioned to act quickly when circumstances require • A subset of the board also allows those directors with experience and expertise in dealing with financial difficulties to focus on financial issues and restructuring options • Establishing a restructuring committee facilitates the goals of minimizing disruption to the business and containing costs while identifying the available strategic options
  11. 11. PERSONAL LIABILITY OF DIRECTORS Directors can be personally liable for damages when duties are breached or for certain corporate liabilities when the corporation does not pay or perform Statutory Liabilities • Statutory liabilities for which directors are, or can be, personally responsible include: Environmental liabilities Failure to make contributions to pension plans when due Obligations to pay wages to employees and to withhold and remit source deductions (income tax, CPP, EI) Obligations relating to vacation pay Obligations to pay GST • Some of these liabilities (such as wage and vacation pay liability) are strict and others (such as source deductions and GST liability) are subject to a due diligence defence • Diligence requires directors to take steps that reasonably prudent persons would take in comparable circumstances • Directors are only liable for amounts accrued during the time that they were actually directors Other Liabilities • Directors can also be exposed to personal liability in connection with derivative actions or claims of oppression 11
  12. 12. PERSONAL LIABILITY OF DIRECTORS (CONT’D) 12 Environmental Liabilities of Directors • Directors can become liable for environmental offences and other liabilities of the corporations they supervise • In People’s Department Store v. Wise, the Supreme Court of Canada held that directors of a corporation owe a duty of care to its stakeholders which includes the environment • In Alberta, directors can be personally liable for offences committed by the corporation under the Environmental Protection and Enhancement Act and the Water Act o Personal liability can be imposed where the director (or officer or agent) “directed, authorized, assented to, acquiesced in or participated in the commission of the offence • To date, we are not aware of any instance where a Canadian court has imposed environmental liability based on the duty of care set out in the Wise decision, however, in Alberta directors have been found liable for environmental offences of the corporations they supervise (generally in circumstances where they are also a principal of the corporation).
  13. 13. PERSONAL LIABILITY OF DIRECTORS (CONT’D) 13 • We believe that in the current economic climate and in light of the change in government at the federal and provincial level, the potential that directors could become personally liable for environmental offences and other liabilities of the corporations they supervise has increased. • Total reclamation and abandonment liabilities related to oil and gas activities of the 811 operators registered under Alberta’s Licensee’s Liability Rating Program (“LLR”) are estimated to be $36.4 billion as of December 2015 (being a present value estimate of future obligations) • Such obligations represent the industry’s second largest liability (after secured and unsecured debt) • In the event that a substantial number of provincial oil and gas companies were to become insolvent, the potential for significant unfunded liabilities would exist
  14. 14. LICENSEE LIABILITY RATING (LLR) PROGRAM 14 • The operation of the LLR program may limit the options available to boards to sell assets and raise additional capital on a going concern basis • The LLR program is administered by the Alberta Energy Regulator (“AER”) to reduce the likelihood that costs to suspend, abandon, remediate and reclaim a well, facility or pipeline will be borne by the public of Alberta should an operator become defunct • For every licensee regulated by the AER, a Liability Management Rating (“LMR”) is calculated every month by comparing the licensee’s eligible deemed assets to its deemed liabilities. • If deemed liabilities exceed the licensee’s deemed assets, the licensee must provide the AER with a security deposit covering the difference • An LMR assessment is also conducted on receipt of a license transfer application • Transfers that result in a licensee’s LLR rating falling below one will not be approved unless additional security is provided
  15. 15. LESSONS FROM REDWATER INSOLVENCY PROCEEDINGS 15 • There is an important case working its way through the Alberta courts that will determine the rights of the Province relative to those of secured creditors in connection with the transfer of licenses and reclamation and abandonment costs. • Redwater Energy Corp. (“Redwater”) is an insolvent oil and gas company with 127 AER licenced assets that is subject to proceedings under the Bankruptcy and Insolvency Act (Canada) (“BIA”) • ATB is a secured creditor of Redwater and Grant Thornton Limited (“Receiver”) has been appointed as the court-appointed receiver and trustee in bankruptcy over the assets of Redwater • Only some of Redwater’s assets are considered to be marketable o 20 valuable wells out of 127 licensed assets o Bad assets have abandonment costs approx. ten time their asset value • Receiver disclaimed the bad assets, and sought to sell goods assets to maximize proceeds to ATB, as secured creditor; o bad assets would be orphaned with no provisions made by Redwater or the Receiver for reclamation • AER issued abandonment order for the bad assets, and has claimed that Receiver/Redwater is statutorily liable for end of life obligation on licensed assets and should either package the asset sale to maintain its LLR rating to meet those obligations, or post cash security to AER
  16. 16. LESSONS FROM REDWATER INSOLVENCY PROCEEDINGS (Cont.) 16 Competing Legislation • The BIA empowers a receiver appointed under such statute to conduct a sales process to maximize proceeds to creditors • Under the Oil and Gas Conservation Act (Alberta) (“OGCA”) – A licensee has abandonment and reclamation obligations for licensed oil and gas assets at end of life, as a public and statutory duty inherent in a license to drill • Receiver and ATB argue: o BIA is paramount to OGCA because it is federal legislation o AER’s claims against Redwater are financial in nature (posting security), not regulatory or in furtherance of a public duty o AER is an unsecured creditor ranking behind ATB in accordance with BIA priority scheme, and the OGCA does not grant AER a priority claim over proceeds from sale of good assets • AER, the Orphan Well Association and CAPP argue: o Receiver is included in OGCA definition of “licensee”, and therefore subject to same abandonment obligations as Redwater (may not disclaim bad assets) o Licensee’s obligations are a public duty inherent in license to drill and must be enforced to protect the oil and gas industry and Alberta’s public interest o Receivership should not give a company more favourable abandonment obligations than it had when it was solvent o AER’s claim is not a claim to be proved in bankruptcy
  17. 17. LESSONS FROM REDWATER INSOLVENCY PROCEEDINGS (Cont.) 17 • The case was heard on December 16-17 before Justice Wittman of the Alberta Court of Queen’s Bench but as of December 20, 2015, no decision has been issued • The decision in Redwater will have significant implications for directors of oil and gas companies that are in the vicinity of insolvency • If the court finds in favour of the AEU, boards will need to ensure that abandonment obligations in respect of all of a corporation’s licensed assets are provided for when structuring an asset sale transaction • Moreover, in the event that the court concludes that a licensee has a “public duty” to meet abandonment and reclamation obligations, we believe that directors could be exposed to liability in circumstances where the corporation did not meet that duty and directors acquiesced or participated in decisions that resulted in such outcome
  18. 18. PROTECTING THE BOARD • Directors should take certain steps to mitigate personal liability when the corporation is experiencing financial distress • The best defence is the implementation of procedures and the retention of independent advisors to ensure that directors’ duties are met and their decisions are protected by the business judgement rule • However, there are a number of practical steps that can be undertaken to mitigate directors’ personal liability Existing D&O insurance should be reviewed to ensure that there are no gaps in coverage and that coverage is in place for a reasonable period of time Existing indemnification arrangements between the corporation and its directors should be reviewed to ensure they are “state of the art” If such arrangements do not meet this standard, new indemnification agreements should be put in place • Consideration should be given to segregating corporate funds to pay for renewals/extensions of D&O insurance or run-off as well as to satisfy other liabilities for which directors can be personally liable • Obtaining director protections and court-ordered charges in any court supervised restructuring process also provides substantial protection 18
  19. 19. RECAPITALIZATION AND RESTRUCTURING 19 • The current low price environment for hydrocarbon products will cause many companies in the Canadian Oil and Gas sector to experience significant financial pressure • Some companies in the sector will likely have to undertake some form of recapitalization or restructuring to continue as a going concern • Options exist under different statutes to effect a recapitalization or restructuring Recapitalization • A recapitalization involves restructuring the enterprise’s mix of equity and debt to create a capital structure that is more viable for the long term. It can involve different components such as issuance of additional equity, swapping debt for equity, issuance of additional debt, reducing interest rates or extending maturities. It typically involves a negotiated process with creditors by which an enterprise seeks to reduce its aggregate obligations in respect of outstanding indebtedness • A recapitalization can be undertaken on a going concern basis or where the enterprise is insolvent. Recapitalizations of solvent enterprises can be undertaken as a plan of arrangement under applicable corporate statutes or as part of a CCAA process where there are questions as to the enterprise’s solvency. In certain circumstances a recapitalization can takes place under the corporate statute even when the entity is insolvent.
  20. 20. RECAPITALIZATION AND RESTRUCTURING (Cont.) 20 • Usually limited to a balance sheet restructuring and not to minimize or eliminate obligations relating to unfavourable contracts Restructuring • Restructuring in the context of financially distressed enterprises can be undertaken through a variety of techniques that are similar to a recapitalization • A restructuring is often pursued as an alternative to bankruptcy and can be undertaken with or without court protection although in our experience, it is often pursued within the context of the Companies’ Creditors Arrangement Act (“CCAA”) • A CCAA restructuring provides the enterprise with the ability to stay actions by creditors while it pursues a restructuring and provides flexibility to deal with unfavourable contracts or other obligations such as employee or lease matters
  21. 21. RECAPITALIZATION AND RESTRUCTURING (Cont.) 21 Strategic Considerations • Electing to pursue a restructuring or recapitalization gives rise to a host of strategic considerations and professional advisors should be engaged early in the process • Companies considering a recapitalization or restructuring will need to be proactive in identifying available options, and engaging with their stakeholders if they wish to retain control over their assets and be the sponsor of the solution • In addition, any recapitalization or restructuring requires capital to fund the process and different options exist to secure the required funds • The appropriate strategy will be highly dependent on the corporation’s particular circumstances • A successful recapitalization or restructuring is dependent on obtaining the requisite level of affected stakeholder support
  22. 22. RECAPITALIZATION AND RESTRUCTURING (Cont.) • Accordingly, a pro active and well timed engagement strategy should form part of any plan • Corporations seeking stakeholder support for a plan should be able to demonstrate that it will yield a better result than the alternatives Secured creditors may wish to avoid receivership and/or bankruptcy if they believe such a process could erode their security position Stakeholders who are confident in the management team, business plan and long term value of a corporation’s assets are much more likely to support a recapitalization or restructuring as opposed to seeking liquidation and winding-up • Corporations that have a well developed plan, sufficient capital to fund a recapitalization or restructuring and who proactively engage their stakeholders at the appropriate time have a much better chance of achieving the desired result 22
  23. 23. OSLER’S MARKET LEADING EXPERTISE 23 Osler, Hoskin & Harcourt LLP (“Osler”) is one of Canada’s leading business law firms and we have a large team of highly experienced legal professionals that are able to assist on corporate governance matters or restructuringand insolvency mandates. We also have senior practitioners in the areas of Energy, Commercial Lending, Litigationand Taxationthat work with our other experts to provide our clients with integratedand multidisciplinary solutions. Osler succeeds for several reasons: • Diverse Clientele and Wide-Ranging Scope – We act for all types of clients dealing with challenging business circumstances and deliver expert and innovative advice in complex matters. We are relied upon as trusted advisors to directors, senior executives, in-house counsel, credit and investmentofficers and fund managers, as well as other professional advisors, court-appointedofficers and regulators. • Multi-Disciplinary Approach– Solving complex challenges requires an integrated approach across many different disciplines. We deliver a multi-disciplinary approach that draws upon market leading resources throughoutthe Firm to deliver integratedsolutions seamlessly and effectively. • Cross-BorderStrength – We have extensive relationships with U.S. based advisors and have earned a leadership positionin crafting comprehensive cross-border solutions in North America. We were among the first counsel globally to structure cross border protocols governing administrative process, substantive treatment and court-to- court communications in international restructurings. • Rapid Response – We engage quickly, efficiently and effectively to meet the needs of any business-critical situation, regardless of the level of complexity. RECOGNITION Both IFLR 1000: The Guide to the World’s Leading Financial Law Firms and Chambers Global: The World’s Leading Lawyers for Business rank Osler among the leading law firms in Canada for Insolvency & Restructuring. IFLR notes that ”Osler’s restructuringand insolvency team has a reputationfor its depth of experience and integratedapproach across offices,” while Chambers Global says that sources declare Osler ”is one of the best Canadian firms we work with.”
  24. 24. OUR PEOPLE Osler has a large team of highly experienced legal professionals that are able to assist on corporate governance issues or restructuring and insolvency matters, augmented by our market leading Energy and Litigation teams. Please feel free to contact any of our legal professionals should you wish to discuss your legal needs or hear more about how we can help you achieve your objectives. Lorne Carson Partner, Commercial Lending and Restructuring Calgary lcarson@osler.com 403.260.7083 Robert Anderson, Q.C. Partner, Insolvency & Restructuring, Litigation Calgary randerson@osler.com 403.260.7004 Janice Buckingham Partner, Energy Calgary jbuckingham@osler.com 403.260.7006 Frank Turner Partner, Corporate - Corporate Governance Calgary fturner@osler.com 403.260.7017 Robert Desbarats, Q.C. Partner, Energy Calgary rdesbarats@osler.com 403.260.7015 Marc Wasserman Partner, National Chair, Insolvency & Restructuring Toronto mwasserman@osler.com 416.862.4908 24
  25. 25. OUR PEOPLE 25 Maureen Killoran, Q.C. Litigation Calgary mkilloran@osler.com 403.260.7003 Andrea Whyte Partner, Corporate, Corporate Governance Calgary awhyte@osler.com 403.260.7035 Thomas Gelbman Partner, Litigation Calgary tgelbman@osler.com 403.260.7073

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