Timely Disclosure

Timely Disclosure

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

Category Archives: CSA

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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

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

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

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

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

Results of Gender Diversity and Term Limit Disclosure Review Released

Posted in Continuous Disclosure, Corporate Governance, CSA, OSC, TSX
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 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

Canadian Securities Administrators Implement Harmonized Report of Exempt Distribution

Posted in BCSC, Corporate Finance, CSA, Exempt Offering/Private Placement, Investment Funds and Structured Products, OSC, Securities Regulatory Authorities
On April 7, 2016, the Canadian Securities Administrators (CSA) published amendments (Amendments) to the reporting requirements in National Instrument 45-106 Prospectus Exemptions (NI 45-106).  The amendments were previously published for public comment on August 13, 2015.  Concurrently, the CSA published CSA Staff Notice 45-308 (Revised) Guidance for Preparing and Filing Reports of Exempt Distribution under… Continue Reading

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

Posted in Continuous Disclosure, CSA, Executive Compensation, 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 Disclosure, CSA, Derivatives, Proxy Contests, 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

Time will tell if the timing’s right: CSA adopt the most sweeping changes to the Canadian take-over bid regime in a generation

Posted in Contested Situations, CSA, Hostile/unsolicited Bids, Mergers and Acquisitions, Securities Regulatory Authorities, Take-Over Bids
On February 25, 2016, the CSA released the final version of the long-awaited changes to the Canadian take-over bid regime.  While the final rules are largely in line with the proposal that was released for comment almost a year ago, it is notable that the statutory minimum bid period has been shortened from 120 days… 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

OSC Introduces Offering Memorandum Prospectus Exemption

Posted in Corporate Finance, CSA, Mergers and Acquisitions, Securities, Securities Regulatory Authorities
In March 2014, certain members of the Canadian Securities Administrators proposed amendments to National Instrument 45-106 Prospectus Exemptions (NI 45-106) with the aim of allowing business enterprises, with a focus on small and medium size enterprises, to benefit from greater access to capital from investors. On October 29, 2015, the securities authorities in Alberta, New Brunswick,… Continue Reading

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

Posted in Continuous Disclosure, CSA, 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

Understanding the results of the Continuous Disclosure Review Program

Posted in Continuous Disclosure, CSA, Mineral Projects, Mining, 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

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

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

Relief from certain Client Relationship Model Phase 2 (CRM2) Amendments

Posted in CSA, Distribution Exemptions, OSC, Securities, Securities Regulatory Authorities
The OSC has published decisions relating to certain relief from the CRM2 requirements that were to come into effect during 2015 and 2016.  The relief is consistent with that set out in CSA Staff Notice 31-341 – Omnibus/Blanket Orders Exempting Registrants from Certain CRM2 Provisions of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant… Continue Reading