Timely Disclosure

Timely Disclosure

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

Category Archives: ASC

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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

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

Is it Really Just a Matter of Time? The Canadian Oil Sands Board is Given More Time to Find an Alternative, but its Recommendation may be its Greatest Bargaining Chip

Posted in ASC, Contested Situations, Hostile/unsolicited Bids, Securities Regulatory Authorities
Most of the recent headlines concerning the unsolicited takeover bid by Suncor Energy Inc. (Suncor) for Canadian Oil Sands Ltd. (COS) surround the decision of the Alberta Securities Commission (ASC) to allow COS’s tactical shareholder rights plan to remain in place until January 4, 2016.  While that decision is noteworthy on its own, what may… Continue Reading

Canadian Securities Administrators Propose Harmonized Exempt Distribution Reporting Rules

Posted in ASC, BCSC, CSA, OSC, Public Offering and Exemptions, Securities Regulatory Authorities
On August 13, 2015, the Canadian Securities Administrators (CSA) published proposed amendments to the reporting requirements in National Instrument 45-106 Prospectus Exemptions (NI 45-106). Background Current Reporting Forms The reporting forms required to report an exempt distribution presently consist of two forms, being Form 45-106F6 British Columbia Report of Exempt Distribution (Form 45-106F6) which is… Continue Reading

Re Lambert – A Bright Line Test for Materiality in Merger Discussions or Simply More Grist for the Mill?

Posted in ASC, Mergers and Acquisitions, Public Offering and Exemptions
Determining whether something is material can be a perplexing and challenging task for clients and lawyers, even at the best of times – all the more so when you consider that whether you get it right or not can have some serious legal consequences. The concept of “materiality” is a cornerstone of securities laws and… Continue Reading