Timely Disclosure

Timely Disclosure

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

Category Archives: Securities

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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

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

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

Alberta Securities Commission to Introduce Participation Fee Model for Reporting Issuers

Posted in Capital Markets, Corporate Finance, Securities
On December 1, 2016, the Alberta Securities Commission (ASC) will be replacing the current fee rule in Alberta with ASC Rule 13-501 Fees (ASC Rule 13-501) which will increase registrant and capital market activity fees, and for the first time in Alberta, will introduce a participation fee model. Any issuers that are currently a reporting… Continue Reading

Clarity for Issuers on Securities Class Actions Issues from Supreme Court of Canada

Posted in Capital Markets, Corporate Governance, Securities
On December 4, 2015, the Supreme Court of Canada issued its much-anticipated decisions in CIBC v. Green (“CIBC”), IMAX v. Silver (“IMAX”), and Celestica v. Millwright Regional Council of Ontario Pension Trust Fund (“Celestica”), dismissing the appeals in CIBC and IMAX, in part, and allowing the appeal in Celestica.  Accordingly, only the cases against CIBC… Continue Reading

Higher Taxes for Senior Executives and Stock Options in Canada

Posted in Capital Markets, Executive Compensation, 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

Alberta and Nunavut Propose Exemption for Start-Up Companies

Posted in Corporate Finance, Mergers and Acquisitions, Securities
On October 19 2015, the Alberta Securities Commission and the Nunavut Securities Office jointly published for comment Proposed Multilateral Instrument 45-109 Prospectus Exemption for Start-up Businesses (Proposed Exemption). The Proposed Exemption is directed principally at small and early-stage non-reporting issuers and is designed to allow them to raise a defined amount of money in a cost… Continue Reading

Comprehensive Crowdfunding Rules Published in Final Form

Posted in Crowdfunding, Distribution Exemptions, Public Offering and Exemptions, Securities, Securities Regulatory Authorities
On November 5, 2015 securities regulatory authorities in Manitoba, Ontario, Quebec, New Brunswick and Nova Scotia (Participating Jurisdictions) published in final form the long awaited crowdfunding regime: Multilateral Instrument 45-108 Crowdfunding (Crowdfunding Regime) which includes a crowdfunding prospectus exemption (Crowdfunding Exemption) and a registration framework for funding portals. The Crowdfunding Regime is set to come into… 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

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

Theratechnologies’ victory before the Supreme Court of Canada is a victory for all public corporations

Posted in Continuous Disclosure, Corporate Governance, Securities
The Supreme Court has handed down a judgment that marks a tremendous victory for Theratechnologies and public corporations in general. This important decision is a reminder of the continuous disclosure requirements of corporations and clearly defines the burden to be met by investors seeking authorization to bring a class action under the secondary market liability… 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

Modifications récentes au Règlement 45-106 : Ce que l’industrie des fonds d’investissement doit savoir

Posted in CSA, Distribution Exemptions, Investment Funds and Structured Products, Securities, Securities Regulatory Authorities
Les Autorités canadiennes en valeurs mobilières (les ACVM) ont récemment publié les modifications définitives qu’elles entendent apporter au Règlement 45-106 sur les dispenses de prospectus et d’inscription (qui sera d’ailleurs renommé le Règlement sur les dispenses de prospectus) (le Règlement 45-106). Ces modifications concernent les dispenses de prospectus fondées sur l’investissement d’une somme minimale ainsi que… Continue Reading

Recent amendments to NI 45-106 : What the Fund Management Industry Needs to Know

Posted in CSA, Distribution Exemptions, Investment Funds and Structured Products, Securities, Securities Regulatory Authorities
The Canadian Securities Administrators (CSA) recently published final amendments to National Instrument 45-106 Prospectus and Registration Exemptions (to be renamed Prospectus Exemptions) (NI 45-106) relating to the accredited investor and minimum amount investment prospectus exemptions. Subject to Ministerial approval, the amendments will come into force on May 5, 2015. Key Changes From a fund manager/dealer’s perspective, the key… Continue Reading

TSX Proposes Listing Requirements for Investment Funds

Posted in Continuous Disclosure, Investment Funds and Structured Products, Public Offering and Exemptions, Securities, Stock Exchanges, TSX
On January 15, 2015, the Toronto Stock Exchange (TSX) published for comment proposed amendments to the TSX Company Manual which would introduce listing requirements for non-corporate entities, such as exchange-traded products, closed-end funds and structured products, as those terms are defined in the proposed amendments. The proposed amendments address the following, among other matters: minimum… Continue Reading

A New National Rights Offering Exemption

Posted in Continuous Disclosure, CSA, Distribution Exemptions, Investment Funds and Structured Products, Public Offering and Exemptions, Securities, Securities Regulatory Authorities
On November 27, 2014, the Canadian Securities Administrators (CSA) published for comment proposed amendments to various National Instruments which, if adopted, would overhaul how rights offerings under the rights offering prospectus exemption are conducted. The amendments would also have minor revisions to the requirements of rights offerings conducted by way of prospectus.  The CSA indicate… Continue Reading

Notice of Publication of ISDA 2014 Multilateral Canadian Reporting Party Agreement (Deemed Dealer Version)

Posted in Derivatives, OSC, Securities
ISDA has published the deemed dealer version of the Multilateral Canada Reporting Party Agreement referenced in section 25(2)(a) of OSC Rule 91-507 Trade Repositories and Derivatives Data Reporting. It is expected that there will be a different version of the Multilateral Agreement where neither counterparty is a derivatives dealer.   Under the agreement the parties agree… Continue Reading

Notice of Publication of OSC FAQs in respect of OSC Rule 91-506 and OSC Rule 91-507

Posted in Derivatives, OSC, Securities
The Ontario Securities Commission (OSC)   has published Frequently Asked Questions (FAQs) (see http://www.osc.gov.on.ca/en/Derivatives_index.htm) in respect of OSC Rule 91-506  Product Determination and OSC Rule 91-507 Trade Repositories and Derivatives Data Reporting.  The FAQs  provides guidance on the application of the two rules.… Continue Reading

Notice of Designation Orders for Trade Repositories for Derivatives

Posted in AMF (Québec), Derivatives, OSC, Securities
The Ontario Securities Commission (OSC)  has issued three orders  (see http://www.osc.gov.on.ca/documents/en/Marketplaces/marketplaces_20140923_nco-chicago-dtcc-ice.pdf) pursuant to section 21.2.2(1) of the Securities Act (Ontario) designating the following three entities as trade repositories: Chicago Mercantile Exchange Inc. (CME) DTCC Data Repository (U.S.) LLC (DDR) ICE Trade Vault, LLC ( ICE TV) Pursuant to the designation orders, market participants that are required… Continue Reading

Canadian Securities Administrators adopt amendments to National Instrument 52-108 Auditor Oversight

Posted in Continuous Disclosure, CSA, Securities, Securities Regulatory Authorities
In October 2013, the Canadian Securities Administrators proposed amendments to the auditor oversight rules with the aim of strengthening public confidence in the integrity of financial reporting by reporting issuers. The final version was announced in a recent notice and substantially mirrors the October 2013 version.  Subject to ministerial approvals, National Instrument 52-108 Auditor Oversight… Continue Reading

Discretionary Waivers of TSX-V $0.05 Minimum Pricing Requirement

Posted in Corporate Finance, Securities
On April 7, 2014 the TSX Venture Exchange (TSX-V) published a bulletin entitled Discretionary Waivers of $0.05 Minimum Pricing Requirement, which provides issuers listed on the TSX-V with guidance on the circumstances in which the TSX-V will look more favourably upon an issuer’s request to waive the $0.05 minimum pricing requirement.  Generally, the TSX-V is… Continue Reading