Timely Disclosure

Timely Disclosure

Updates and Commentary on Current issues in M&A, Corporate Finance and Capital Markets

Category Archives: Capital Markets

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Amendments to Canadian Trading Rules Respond to High-Frequency Trading

Posted in Capital Markets, CSA, Stock Exchanges
In their latest effort to adapt Canadian capital markets to the reality of high-frequency trading (HFT), the Canadian Securities Administrators (CSA) approved amendments to National Instrument 23-101 Trading Rules and its Companion Policy, that came into force in Ontario on April 10, 2017. Following the capping of active trading fees on Canadian exchanges to regulate… Continue Reading

IIROC Proposes Additional Changes to the Dealer Member Plain Language Rule Book

Posted in Capital Markets, IIROC, Securities, Securities Regulatory Authorities
On March 9, 2017, the Investment Industry Regulatory Organization of Canada (IIROC) published IIROC Notice 17-0054 – Re-Publication of Proposed IIROC Dealer Member Plain Language Rule Book (the Notice), which republished for comment, the proposed Dealer Member Plain Language Rule Book (the proposed DMPL Rule Book). The beginnings of the proposed DMPL Rule Book originate… Continue Reading

Nouveaux changements proposés au Manuel de réglementation en langage simple des courtiers membres de l’OCRCVM

Posted in Capital Markets, IIROC, Securities, Securities Regulatory Authorities
Le 9 mars 2017, l’Organisme canadien de réglementation du commerce des valeurs mobilières (l’« OCRCVM ») a publié l’Avis de l’OCRCVM 17-0054 – Nouvelle publication du projet de Manuel de réglementation en langage simple des courtiers membres de l’OCRCVM (l’Avis), publiant une nouvelle fois le projet de Manuel de réglementation en langage simple des courtiers membres (le « projet de Manuel… Continue Reading

The CSA Move Forward on Consultations Regarding the Discontinuation of Embedded Commissions

Posted in Capital Markets, CSA, Investment Funds and Structured Products
On January 10, 2017, the Canadian Securities Administrators (CSA) issued for comment CSA Consultation Paper 81-408 – Consultation on the Option of Discontinuing Embedded Commissions (the Consultation Paper) for a 150-day comment period. The Consultation Paper presents for discussion, the CSA’s position regarding the effects of sales of investment fund securities or structured notes through… Continue Reading

Cross-Border Bond Offerings – Implications of a “distribution to the public” under the Canada Business Corporations Act

Posted in Capital Markets, Cross-Border, Investment Funds and Structured Products, Securities Regulatory Authorities
Economic Environment The volume of securities purchased by foreign investors in Canada has been steadily increasing in recent years.  While equity securities account for the majority of the increase, debt securities still comprise most of the foreign investment in Canada.[1]  Of these debt securities, corporate bonds attracted the largest increase in investment in 2016 compared… Continue Reading

Defensive Private Placements Under the New Take-Over Bids Regime

Posted in Capital Markets, Defensive Tactics, Hostile/unsolicited Bids
OSC and BCSC on Defensive Private Placements Under the New Take-Over Bids Regime As discussed in our previous post, the first hostile take-over bid under the new Canadian take-over bid rules was launched by Hecla Mining Company (Hecla) in July 2016 for the purchase of all of the outstanding shares of Dolly Varden Silver Corporation… Continue Reading

Alberta Securities Commission to Introduce Participation Fee Model for Reporting Issuers

Posted in Capital Markets, Corporate Finance, Securities
On December 1, 2016, the Alberta Securities Commission (ASC) will be replacing the current fee rule in Alberta with ASC Rule 13-501 Fees (ASC Rule 13-501) which will increase registrant and capital market activity fees, and for the first time in Alberta, will introduce a participation fee model. Any issuers that are currently a reporting… Continue Reading

Market Intelligence? The Limits of Market Custom and Why Market Practice May not be Best Practice

Posted in Capital Markets, Contested Situations, Corporate Governance, Mergers and Acquisitions, Mining
The views expressed in this post, as in all of my posts, are mine alone and should not be taken to represent the views of Fasken Martineau DuMoulin LLP. “That’s off market.” As a deal lawyer, I’ve heard that phrase more times than I care to remember.  It’s supposed to be a knock-down argument.  We’re… Continue Reading

First Hostile Takeover Bid Launched Under New Canadian Regime

Posted in Capital Markets, Contested Situations, Hostile/unsolicited Bids, Stock Exchanges, TSX
As a follow up to our previous post “Time will tell if the timing’s right: CSA adopt the most sweeping changes to the Canadian take-over bid regime in a generation” we are reporting on the first hostile take-over bid of a Canadian reporting issuer launched under the new rules that came into effect on May… Continue Reading

CSA Propose to Significantly Increase Obligations of Registrants in Canada

Posted in Capital Markets, Continuous Disclosure, Corporate Governance, CSA, IIROC, MFDA, OSC, Securities Regulatory Authorities
The best interest standard for registrants has been on the Canadian Securities Administrators’ (CSA) radar for the past few years. On October 25, 2012, the CSA published CSA Consultation Paper 33-403 The Standard of Conduct for Advisers and Dealers: Exploring the Appropriateness of Introducing a Statutory Best Interest Duty When Advice is Provided to Retail… Continue Reading

Righting a Wrong: Canadian Regulators Improve the Rights Offering Regime

Posted in Capital Markets, Corporate Finance, Exempt Offering/Private Placement, Stock Exchanges, TSX, TSXV
The various Canadian regulatory authorities recently overhauled how prospectus exempt rights offerings are to be conducted going forward, including allowing for larger financings to be completed in a shorter time frame with less extensive offering documents. As a result of these amendments (Amendments) which came into force on December 8, 2015, reporting issuers in Canada… Continue Reading

New Investment Dealer Prospectus Exemption Suitable for Retail Investors

Posted in Capital Markets, Corporate Finance, CSA, Exempt Offering/Private Placement, Stock Exchanges, TSX, TSXV
Retail investors in British Columbia, Alberta, Saskatchewan, Manitoba and New Brunswick (Participating Jurisdictions) now have a new option by which they can participate in private placements. The securities regulators in the Participating Jurisdictions have adopted a prospectus exemption (Exemption) that allows issuers listed on a Canadian exchange to raise money by distributing securities to retail… Continue Reading

The Suncor – Canadian Oil Sands Board Demonstrates that the Board’s Recommendation Truly is a Prized Asset

Posted in Capital Markets, Contested Situations, Hostile/unsolicited Bids, Mergers and Acquisitions, Take-Over Bids
Earlier this week, Suncor Energy Inc. (Suncor) and Canadian Oil Sands Limited (COS) announced that they reached an agreement whereby COS agreed to support Suncor’s offer to acquire COS for $6.6 billion (including estimated debt of $2.4 billion), representing a 12% increase in the exchange ratio from the initial offer made by Suncor for COS… Continue Reading

Ontario Securities Commission Proposes Whistleblower Program

Posted in Capital Markets, Continuous Disclosure, Corporate Governance, Directors and Officers, Insider Trading, OSC, Securities Regulatory Authorities
The Ontario Securities Commission (OSC) has proposed OSC Policy 15-601 Whistleblower Program (Policy), which is designed to encourage individuals (whistleblowers) to report to the OSC information regarding serious misconduct related to securities or derivatives, with the prospect of receiving monetary awards in certain circumstances (whistleblower awards). Under the Policy, any whistleblower may submit information regarding… Continue Reading

Clarity for Issuers on Securities Class Actions Issues from Supreme Court of Canada

Posted in Capital Markets, Corporate Governance, Securities
On December 4, 2015, the Supreme Court of Canada issued its much-anticipated decisions in CIBC v. Green (“CIBC”), IMAX v. Silver (“IMAX”), and Celestica v. Millwright Regional Council of Ontario Pension Trust Fund (“Celestica”), dismissing the appeals in CIBC and IMAX, in part, and allowing the appeal in Celestica.  Accordingly, only the cases against CIBC… Continue Reading

Higher Taxes for Senior Executives and Stock Options in Canada

Posted in Capital Markets, Executive Compensation, Securities
Senior executives in Canada will pay higher taxes when the new federal government implements the Liberal campaign platform. The platform calls for the federal personal income tax rate to be reduced for taxable income between $44,701 and $89,400 and to be increased for taxable income over $200,000.  After adding provincial tax, the top combined personal… Continue Reading

TSX Amends Company Manual to Provide New Rules for Closed-End Funds and ETFs

Posted in Capital Markets, Continuous Disclosure, Investment Funds and Structured Products, Stock Exchanges, TSX
The Toronto Stock Exchange (TSX) announced amendments to the TSX Company Manual (Amendments) effective September 17, 2015 relating to the listing of Exchanged Traded Products, Closed-End Funds and Structured Products, as defined in the Amendments. Proposed Amendments were first published on January 15, 2015.  Nine commentators (including Fasken Martineau DuMoulin LLP) provided comments.  A summary… Continue Reading

Ontario Business Law Panel releases report recommending changes to key corporate and commercial legislation

Posted in Capital Markets, Corporate Finance, Corporate Governance, Directors and Officers, Securities Registration and Compliance
In June 2015, a 13-member panel created by the Minister of Government and Consumer Services (Ontario), known as the Business Law Agenda Stakeholder Panel, released “Business Law Agenda: Priority Findings & Recommendations Report”. The panel reviewed corporate and commercial statutes in Ontario and made recommendations encompassing five key themes: establishing a process to keep corporate… Continue Reading

New Proposed Prospectus Exemption for Retail Investors

Posted in Capital Markets, Corporate Finance, Exempt Offering/Private Placement, Stock Exchanges, TSX, TSXV
On April 16, 2015, the securities regulators in British Columbia, New Brunswick and Saskatchewan published for comment Multilateral CSA Notice 45-315 – Proposed Prospectus Exemption for Certain Distributions through an Investment Dealer whereby the regulators proposed a new prospectus exemption that, if approved, would greatly increase the potential private placement investor base for a listed… Continue Reading

Are Canadian wrappers gone for good?

Posted in Capital Markets, Continuous Disclosure, CSA, Disclosure, Public Offering and Exemptions, Securities Regulatory Authorities
On June 25, 2015, the Canadian Securities Administrators (CSA) announced rule amendments, slated to come into force September 8, 2015, which are intended to eliminate certain disclosure requirements that give rise to the need to prepare a Canadian “wrapper” for foreign securities offered by way of prospectus exemption in Canada as part of a global… Continue Reading

Amendments to the TSX Company Manual to Reflect Trends Towards Dematerialization of Physical Evidence of Security Ownership

Posted in Capital Markets, Corporate Finance, Mergers and Acquisitions, Stock Exchanges, TSX, TSXV
On May 21, 2015, the TSX announced one set of amendments and one request for comment on proposed amendments to the TSX Company Manual (Manual), both respecting physical certificate requirements for securities. The amendments should not have a noticeable impact for many listed issuers or industry participants, but they do highlight a few trends to… Continue Reading