Timely Disclosure

Timely Disclosure

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

Category Archives: Securities Regulatory Authorities

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The SCC Confirms No Right to a Jury Trial for Securities Law Offences

Posted in ASC, Securities, Securities Regulatory Authorities
The Supreme Court of Canada (SCC) recently dismissed two separate appeals whereby the defendants, Ronald Aitkens and Jeremy Peers, argued for a right to trial by jury for securities law offences. Aitkens and Peers were charged with offences under the Securities Act (Alberta). Section 194 of the Securities Act (Alberta) provides for a maximum penalty… Continue Reading

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

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

Court of Appeal Exonerates Daniel Pharand by Revoking a Voluntary Settlement Agreement Made With the AMF

Posted in Enforcement, Securities, Securities Regulatory Authorities
On March 27, 2017, for the first time in Canadian history, an appellate Court revoked a voluntary settlement made between an individual and a securities regulator. Agreeing with the grounds for appeal raised in Mr. Daniel Pharand’s notice of appeal and in view of the Court of Appeal’s decision to grant leave to appeal to… 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

OSC Highlights Potential Securities Law Requirements for Businesses Using Distributed Ledger Technologies such as Blockchain

Posted in FinTech, OSC
By a press release issued March 8, 2017, the Ontario Securities Commission (OSC) warned businesses that use distributed ledger technologies (DLT), such as blockchain, as part of their financial products or service offerings that they may be subject to Ontario securities law requirements. The OSC noted that businesses are using DLT in a variety of… Continue Reading

Corporate Disclosure by Reporting Issuers on Social Media

Posted in Continuous 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

OSC releases results of #RegHackTO, its first regulatory hackathon

Posted in FinTech, OSC
On March 6, 2017, the Ontario Securities Commission issued a white paper titled “Insights from Canada’s first regulatory hackathon”.  The paper provides an overview of the RegHackTO hackathon hosted by the OSC on November 25-27, 2016.   At the event, more than 120 members of the fintech community competed to find solutions to regulatory problems in… Continue Reading

The Canadian Securities Administrators Launch a Regulatory Sandbox Initiative for FinTech, RegTech and other innovative products

Posted in CSA, FinTech, Securities Regulatory Authorities
On February 23, 2017, the Canadian Securities Administrators (CSA), the umbrella organization of Canada’s provincial and territorial securities regulators, launched a regulatory sandbox initiative to support businesses seeking to offer innovative products, services and applications including: online platforms, including crowdfunding portals, online lenders, angel investor networks or other technological innovations for securities trading and advising;… 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

Rights Offering Prospectus Exemption – Warning for Reporting Issuers

Posted in Securities, Securities Registration and Compliance, Securities Regulatory Authorities
On January 12, 2017, the Canadian Securities Administrators (CSA) published Multilateral CSA Staff Notice 45-322 Potential Concerns with the Structure of Rights Offerings. The notice, issued on behalf of the securities regulators in Ontario, Quebec, Saskatchewan, Manitoba and Alberta, is a warning to issuers who may be perceived as taking improper advantage of the rights… 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

CSA Provide Update on Enhanced Segregation and Portability Initiatives for Clearing Agencies Serving the Domestic Futures Markets

Posted in CSA, IIROC, Securities Regulatory Authorities
The Canadian Securities Administrators (CSA) published a staff notice on February 9, 2017 highlighting the initiatives regulators have taken to enhance segregation and portability arrangements for the exchange-traded derivatives markets in Canada following the CSA’s advanced notice of its adoption of National Instrument 94-102 Derivatives: Customer Clearing and Protection of Customer Collateral and Positions (NI… Continue Reading

Cybersecurity Risk Disclosure and Reporting Issuers

Posted in Continuous Disclosure, CSA
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

Canadian Securities Regulators Publish Final Proxy Voting Protocols to Improve the Proxy Voting Experience

Posted in CSA, Securities Regulatory Authorities
On January 26, 2017, the Canadian Securities Administrators (CSA) published CSA Staff Notice 54-305 Meeting Vote Reconciliation Protocols, which provides guidance for establishing accurate, reliable and accountable meeting vote reconciliation protocols (Protocols). The whole, with the goal of improving the transparency and the quality of shareholder voting and ostensibly, shareholder engagement in publicly traded companies.… Continue Reading

Mutual Fund Risk Classification Methodology Amendments to come into force March 8, 2017

Posted in CSA, Investment Funds and Structured Products
Commencing March 8, 2017, new rules relating to the risk classification of conventional mutual funds and exchange-traded funds (collectively, mutual funds) will come into force. The new rules will primarily involve amendments to National Instrument 81-102 Investment Funds (NI 81-102), but will also involve consequential amendments to National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI… Continue Reading

CSA Provides Results of Survey Reviewing Types of Representative Incentives

Posted in CSA, IIROC, MFDA
On December 15, 2016, the Canadian Securities Administrators (CSA) published CSA Staff Notice 33-318 Review of Practices Firms Use to Compensate and Provide Incentives to their Representatives (Notice) summarizing the results of a survey conducted in 2014 that gathered information relating to compensation arrangements and incentive practices that firms use to motivate their representatives (Survey).… Continue Reading

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

Posted in Insider Reporting, 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 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

Women on boards: Alberta adopts new disclosure requirements

Posted in ASC, Corporate Governance, Directors and Officers
Disclosure requirements regarding the representation of women on boards and in senior management adopted in Alberta The Adoption On December 15, 2016 the Alberta Securities Commission (ASC) adopted amendments to National Instrument 58-101 Disclosure of Corporate Governance Practices (NI 58-101) and Form 58-101F1 Corporate Governance Disclosure (together with NI 58-101, Amendments).  The Amendments will come… Continue Reading

The SEC’s Proposed Amendments regarding the Use of Universal Proxies

Posted in Contested Situations, Corporate Governance, Securities Regulatory Authorities
In today’s marketplace, most shareholder voting is done by way of proxy. Few shareholders choose to attend shareholder meetings in person. Under the current rules of the U.S. Securities and Exchange Commission (SEC), shareholders who attend meetings in person typically receive a universal ballot, which allows shareholders to choose from a complete list of all… Continue Reading

CSA Introduces Updated Cyber Security Guidance

Posted in CSA, Securities Registration and Compliance, Securities Regulatory Authorities
In light of the growing risk of cyberattacks on issuers, registrants and regulated entities (Market Participants), the Canadian Securities Administrators (CSA) recently published CSA Staff Notice 11-332 Cyber Security (Staff Notice) providing guidance to Market Participants on the subject. Cybersecurity a Priority Area for the CSA The Staff Notice identifies cybersecurity as a priority for… Continue Reading

New Crowdfunding Prospectus Exemption in Alberta

Posted in Crowdfunding, Prospectus Exemptions, Securities Regulatory Authorities
On October 31, 2016, the Alberta Securities Commission (ASC) adopted Multilateral Instrument 45-108 Crowdfunding (MI 45-108) which will allow small or medium sized businesses (Target Businesses) to raise more capital through crowdfunding offerings across multiple jurisdictions in Canada than is possible under ASC Rule 45-517 Prospectus Exemption for Start-up Businesses (ASC Rule 45-517) which was… Continue Reading