Timely Disclosure

Timely Disclosure

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

Category Archives: Continuous & Timely Disclosure

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Website Disclosure by TSX Issuers – Revised Proposal

Posted in Continuous & Timely Disclosure, Stock Exchanges
In late May 2016, the TSX proposed amendments to the TSX Company Manual (Initial Proposal), most notably in Part IV, which contains the requirements for maintaining a listing. In our earlier post, we provided an overview of the Initial Proposal, which was to introduce a requirement for certain corporate documents to be disclosed, and publicly… Continue Reading

A Radical Shift to Say-On-Pay under OBCA’s Bill 101

Posted in Continuous & Timely Disclosure, Corporate Governance
Shareholder Control over Executive Compensation under Bill 101 Bill 101, An Act to Amend the Business Corporations Act (Bill 101), proposes a number of updates to the Ontario Business Corporations Act (OBCA). Introduced as a private member’s bill in early March, Bill 101 aims to shift power to shareholders through amendments in areas such as… Continue Reading

Canadian Securities Administrators Seek to Reduce Regulatory Red Tape for Reporting Issuers and Commence Public Consultation Process

Posted in Continuous & Timely Disclosure, Securities Regulatory Authorities, Stock Exchanges
On April 6,2017, the Canadian Securities Administrators (CSA) released CSA Consultation Paper 51-404 Considerations for Reducing Regulatory Burden for Non-Investment Fund Reporting Issuers (Consultation Paper 51-404). The purpose of Consultation Paper 51-404 is to consider certain legal requirements where the CSA believes there may be ways to reduce the costs and burdens of regulatory requirements… Continue Reading

Majority Voting: Latest Developments

Posted in Continuous & Timely Disclosure, Corporate Governance, Directors & Officers
Stephen Erlichman recently wrote “Majority Voting: Latest Developments in Canada”, a short piece published in the March 22 edition of the Harvard Law School Forum on Corporate Governance and Financial Regulation. The article explains the latest developments in Canada with respect to 1) the Toronto Stock Exchange’s new guidance with respect to its majority voting listing requirement,… Continue Reading

Corporate Disclosure by Reporting Issuers on Social Media

Posted in Continuous & Timely Disclosure, Securities Regulatory Authorities
It would be an understatement to characterize the presence and use of social media in our daily lives as being ubiquitous in scope and nature. The proliferation of social media venues allows us to communicate and share ideas and opinions in a manner beyond anything that we have experienced in human existence. The casual observer… Continue Reading

Cybersecurity Risk Disclosure and Reporting Issuers

Posted in Continuous & Timely Disclosure, Securities Regulatory Authorities
Recent computer-security breaches have brought to the forefront the need for enhanced cybersecurity and disclosures surrounding cybersecurity risks. In response to the growing risks associated with a digitally-linked world, the Canadian Securities Administrators (CSA) issued Staff Notice 11-332 Cybersecurity to review current issues in cybersecurity from a reporting issuer’s point of view.  That Staff Notice… Continue Reading

U.S. Federal Prosecutors Achieve Resounding Victory in Tipping Case

Posted in Continuous & Timely Disclosure, Securities Regulatory Authorities
Last month, federal prosecutors achieved a resounding victory in a tipping case before the U.S. Supreme Court in Salman v. United States, 580 U. S. ____ (2016).  In its much anticipated decision, the Court held that a jury could infer that the tipper personally benefited from making a gift of confidential information to a trading… Continue Reading

ASC Provides Disclosure Guidance for 2017

Posted in Continuous & Timely Disclosure, Securities Regulatory Authorities
In December, the Alberta Securities Commission (ASC) published its annual Corporate Finance Disclosure Report (Report). The ASC then hosted an information seminar (Seminar) on the Report’s findings and recommendations in Calgary, Alberta on January 11, 2017. Fasken Martineau was pleased to attend the Seminar with a view to advising our reporting issuer clients as to… Continue Reading

Summary of the BDO 2016 Survey of CEO/CFO Compensation Practices at Mid-Market Public Companies

Posted in Continuous & Timely Disclosure
Method In November of 2016, BDO USA LLP released a survey of the chief executive officer (CEO) and chief financial officer (CFO) compensation practices at 600 mid-market public companies in the United States. Data collected from proxy statements filed between April 2015 and March 2016 was analyzed in the aggregate and categorically by the five… Continue Reading

Results of Gender Diversity and Term Limit Disclosure Review Released

Posted in Continuous & Timely Disclosure, Corporate Governance, Securities Regulatory Authorities
Securities Regulatory Authorities Release Results of Gender Diversity and Term Limit Disclosure Review Securities regulatory authorities in Ontario and nine other provinces and territories of Canada published CSA Multilateral Staff Notice 58-308 Staff Review of Women on Boards and in Executive Officer Positions – Compliance with NI 58-101 Disclosure of Corporate Governance Practices on September… Continue Reading

CSA Propose to Significantly Increase Obligations of Registrants in Canada

Posted in Continuous & Timely Disclosure, Corporate Governance, 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

Proposed Amendments to TSX Company Manual

Posted in Continuous & Timely Disclosure, Stock Exchanges
At the end of May 2016, the TSX published for comment proposed amendments to the TSX Company Manual (Company Manual) 1) introducing website disclosure requirements for TSX-listed issuers; and 2) amending disclosure requirements regarding securities-based compensation arrangements (Arrangement) including the introduction of Form 15 – Disclosure of Security-Based Compensation Arrangements. Website disclosure The TSX is… Continue Reading

Women’s roles on boards and in executive officer positions – Canadian Disclosure Regime

Posted in Continuous & Timely Disclosure, Securities Regulatory Authorities
Women’s roles on boards of directors and in executive officer positions has been an important topic of discussion in Canada and globally as well over several years. Recently, steps have been taken to require more disclosure and information from certain larger public companies based in Canada. This is to give potential investors more information about… Continue Reading

CSA Adopt Changes to Early Warning Rules but Maintain 10% Reporting Threshold

Posted in Contested Situations, Continuous & Timely Disclosure, Derivatives, Securities Regulatory Authorities
On February 25, 2016, the Canadian Securities Administrators (CSA) announced the adoption of new rules enhancing the reporting requirements relating to the early warning reporting system. The new rules are expected to come into force on May 9, 2016. The original proposals were published on March 14, 2013 (see our April 9, 2013 publication Canadian Securities… Continue Reading

Ontario Securities Commission Proposes Whistleblower Program

Posted in Continuous & Timely Disclosure, Corporate Governance, Directors & Officers, 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

Higher Taxes for Senior Executives and Stock Options in Canada

Posted in Continuous & Timely Disclosure, 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

OSC finds significant deficiencies at exempt market dealers

Posted in Continuous & Timely Disclosure, Corporate Governance, Securities Regulatory Authorities
The Ontario Securities Commission (OSC) published OSC Staff Notice 33-746 (Notice) on September 21, 2015. The Notice focuses on registered firms and individuals directly overseen by the OSC describing the initiatives within the Compliance and Registrant Regulation Branch (CRR), notices published, rule amendments and regulatory action taken as a result of registrant misconduct.   The OSC encourages… Continue Reading

Gender Diversity and Board Renewal – How does your company compare?

Posted in Continuous & Timely Disclosure, Securities Regulatory Authorities
On September 28, 2015 ten members of the Canadian Securities Administrators (CSA members), including the Ontario Securities Commission, released Multilateral Staff Notice 58-307 (Staff Notice) entitled Staff Review of Women on Boards and in Executive Officer Positions – Compliance with National Instrument 58-101 Disclosure of Corporate Governance Practices (NI 58-101).  The Staff Notice summarizes the… Continue Reading

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

Posted in Continuous & Timely Disclosure, Investment Funds, Stock Exchanges
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

Understanding the results of the Continuous Disclosure Review Program

Posted in Continuous & Timely Disclosure, Securities Regulatory Authorities
On July 16, 2015 the Canadian Securities Administrators (CSA) released CSA Staff Notice 51-344 Continuous Disclosure Review Program Activities for the fiscal year ended March 31, 2015 summarizing the results of their Continuous Disclosure Review Program (Program).  The purpose of the Program is to monitor the compliance of continuous disclosure documents prepared by reporting issuers… Continue Reading

The Canadian Coalition for Good Governance Releases Policy Paper on Proxy Access

Posted in Continuous & Timely Disclosure, Corporate Governance, Directors & Officers, Elections of Directors, Proxy Voting
The Canadian Coalition for Good Governance (CCGG) has released a policy paper entitled “Shareholder Involvement in the Director Nomination Process:  Enhanced Engagement and Proxy Access”. In the policy paper, CCGG refers to “proxy access” as the ability of shareholders to have meaningful input into the director nomination process, whether by being able to influence who… Continue Reading

Are Canadian wrappers gone for good?

Posted in Continuous & Timely Disclosure, 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

CSA: Room for Improvement in Mining Company Investor Presentations

Posted in Continuous & Timely Disclosure, Securities Regulatory Authorities
NI 43-101 sets out the requirements of the Canadian Securities Administrators (CSA) for disclosure of information about mining projects, including the requirement that the disclosure of scientific and technical information about a material mineral property be approved by a qualified person and, where necessary, supported by a technical report.  Since its adoption in 2001, members… Continue Reading