Timely Disclosure

Timely Disclosure

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

Category Archives: Disclosure

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Website Disclosure by TSX Issuers – Revised Proposal

Posted in Continuous Disclosure, Disclosure, Stock Exchanges, TSX
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

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

Posted in Continuous Disclosure, CSA, 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

Proposed Amendments to TSX Company Manual

Posted in Continuous Disclosure, Disclosure, Executive Compensation, Stock Exchanges, TSX
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

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

Canadian Securities Administrators Propose New Disclosure Document for ETFs

Posted in CSA, Disclosure, Investment Funds and Structured Products, Securities Regulatory Authorities
On June 18, 2015, the Canadian Securities Administrators (CSA) published proposed legislative amendments to the disclosure framework for exchange-traded funds (ETFs).  If implemented, such amendments will require ETF managers to produce a summary disclosure document called “ETF Facts”.  The ETF Facts for an ETF will need to be filed at the same time as the… Continue Reading

CSA: Room for Improvement in Mining Company Investor Presentations

Posted in BCSC, Continuous Disclosure, Disclosure, Mineral Projects, Mining, OSC, 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

Capital Markets Participation Fees – OSC Fee Rule Amendments

Posted in Disclosure, Investment Funds and Structured Products, OSC, Public Offering and Exemptions, Securities, Securities Regulatory Authorities
Final amendments to OSC Rule 13-502 Fees and Companion Policy 13-502CP (together, the Rule) were delivered to the Minister of Finance on January 27, 2015 and if approved, will be in force on April 6, 2015. The highlights relating to capital markets participation fees are set out below. Reference fiscal year Previous amendments to the… Continue Reading

Canadian Securities Administrators Implement Enhanced Oil and Gas Disclosure Requirements

Posted in Continuous Disclosure, Disclosure, Uncategorized
On December 4, 2014, the Canadian Securities Administrators (CSA) published amendments to National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities (NI 51-101) and Companion Policy 51-101 Standards of Disclosure for Oil and Gas Activities and related forms. The amendments will: permit disclosure from alternative resources evaluation standards and regimes, provided that such… Continue Reading

OSC Publishes Report on its Review of REIT Distributions Disclosure

Posted in Continuous Disclosure, Disclosure, OSC, Public Offering and Exemptions, Securities Regulatory Authorities, Uncategorized
After reviewing the continuous disclosure records of 30 Ontario-based real estate investment trusts (REITs), the Ontario Securities Commission (OSC) staff, in OSC Staff Notice 51-724 Report on Staff’s Review of REIT Distributions Disclosure issued January 26, 2015, has provided additional guidance on its expectations for disclosure by REITs regarding the source of distributions paid to… Continue Reading

Facilitating the Listing Process for Non-Resource Issuers – TSXV Clarifies the “History of Operations or Validation of Business” Requirement

Posted in Continuous Disclosure, Corporate Governance, Disclosure, Securities Registration and Compliance
Overview On January 29, 2014 the TSX Venture Exchange (TSXV) published a bulletin providing some guidance to facilitate the listing process for issuers intending to list on the TSXV in the “Industrial, Technology and Life Science” category (Non-Resource Issuers).  The TSXV’s guidance is focused on two areas: clarifying the “history of operations/validation of business” initial… Continue Reading

The Ontario Securities Commission published Staff Notice 81-720 – Report on Staff’s Continuous Disclosure Review of Sales Communications by Investment Funds on July 18, 2013.

Posted in Disclosure, Investment Funds and Structured Products, OSC, Securities Regulatory Authorities
The notice sets out guidance from staff of the OSC’s Investment Funds Branch based on a targeted continuous disclosure review of the advertising and marketing materials (including presentations, internet ads, social media, radio ads, email blasts and green sheets) of publicly offered investment funds. The notice provides guidance on the definition of sales communication, the… Continue Reading