Timely Disclosure

Timely Disclosure

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

Category Archives: Stock Exchanges

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Should Securities Regulators Play a Larger Role in Canadian Capital Markets?

Posted in Corporate Governance, Stock Exchanges
Investor Protection & Dual Class Share Structures The recent initial public offerings (IPOs) of major players in the Canadian market, including Aritzia in September 2016, Freshii in January 2017 and Canada Goose in March 2017, have sparked debate about the use of dual class share structures and whether regulatory reform is necessary in order to… Continue Reading

Website Disclosure by TSX Issuers – Revised Proposal

Posted in Continuous & Timely Disclosure, Stock Exchanges
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

Amendments to Canadian Trading Rules Respond to High-Frequency Trading

Posted in Securities Regulatory Authorities, 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 & Timely 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 TSX Venture Exchange Relaxes Shareholder Approval Policies for Reverse Takeovers and Changes of Business

Posted in Stock Exchanges
Amendments to TSXV Corporate Finance Policy 5.2 – Changes of Business and Reverse Takeovers On December 15, 2016, the TSX Venture Exchange (Exchange) published amended Policy 5.2 of the TSX Venture Exchange Corporate Finance Manual (Policy 5.2), which formalized its March 2015 guidance (March 2015 Guidance) on the specific circumstances where the Exchange may waive… Continue Reading

Update on TSX Pricing Guidance – Prospectus Offerings, Private Placements & Concurrent Acquisitions

Posted in Stock Exchanges
On October 11, 2016, the Toronto Stock Exchange (TSX) provided guidance with respect to pricing a prospectus offering or private placement where there is undisclosed material information. The TSX provided the following guidance: While reviewing the price at which securities are issued from treasury for financings, the TSX will factor in trading activity, liquidity and… Continue Reading

2017 ISS and Glass Lewis Updates

Posted in Corporate Governance, Proxy Voting, Stock Exchanges
Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis) have both released updates to their Canadian proxy voting recommendation guidelines for the 2017 proxy season. The following summary outlines the significant changes made by ISS (ISS Policy Updates) and Glass Lewis (Glass Lewis Guideline Updates) to their respective Canadian proxy advisory guidelines. ISS… Continue Reading

Update on TSX-V Policy 5.8 – Issuer Names, Issuer Name Changes, Share Consolidations and Splits

Posted in Stock Exchanges
On November 1, 2016, the TSX Venture Exchange (Exchange) updated previous bulletins with regard to the adoption of four letter root symbols as stock tickers symbols. After obtaining regulatory approval for the amendments, the Exchange has now implemented amended Policy 5.8, which allows the Exchange to accommodate trading of four letter symbols. The following amendments… Continue Reading

Bill C-25: sweeping changes to corporate governance

Posted in Corporate Governance, Directors & Officers, Elections of Directors, Stock Exchanges
Bill C-25: Major changes proposed to director elections and other governance matters for CBCA reporting issuers On September 28, 2016, the federal Minister of Innovation, Science and Economic Development introduced Bill C-25, An Act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act, and the Competition Act. Bill… Continue Reading

First Hostile Takeover Bid Launched Under New Canadian Regime

Posted in Contested Situations, Stock Exchanges
As a follow up to our previous post “Time will tell if the timing’s right: CSA adopt the most sweeping changes to the Canadian take-over bid regime in a generation” we are reporting on the first hostile take-over bid of a Canadian reporting issuer launched under the new rules that came into effect on May… Continue Reading

Proposed Amendments to TSX Company Manual

Posted in Continuous & Timely Disclosure, Stock Exchanges
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

The OSC sharpens its enforcement teeth

Posted in Securities Litigation, Securities Regulatory Authorities, Stock Exchanges
The enforcement efforts of the Ontario Securities Commission (OSC), the regulator that administers and enforces compliance with the provisions of the Securities Act (Ontario) and the Commodity Futures Act (Ontario), have had mixed success— at best. With a mandate to protect investors and ensure fair and efficient capital markets through monitoring compliance and enforcement measures… Continue Reading

Righting a Wrong: Canadian Regulators Improve the Rights Offering Regime

Posted in Corporate Finance, Public Offering, Stock Exchanges
The various Canadian regulatory authorities recently overhauled how prospectus exempt rights offerings are to be conducted going forward, including allowing for larger financings to be completed in a shorter time frame with less extensive offering documents. As a result of these amendments (Amendments) which came into force on December 8, 2015, reporting issuers in Canada… Continue Reading

New Investment Dealer Prospectus Exemption Suitable for Retail Investors

Posted in Corporate Finance, Public Offering, Stock Exchanges
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

2016 ISS and Glass Lewis Updates

Posted in Contested Situations, Corporate Governance, Directors & Officers, Proxy Voting, Stock Exchanges
Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis) have both released updates to their Canadian proxy voting recommendation guidelines for the 2016 proxy season. The following summary outlines the significant changes made by ISS (ISS Updates) and Glass Lewis (Glass Lewis Updates) to their respective Canadian proxy advisory guidelines. ISS Definition of… Continue Reading

TSX Amends Company Manual to Provide New Rules for Closed-End Funds and ETFs

Posted in Continuous & Timely Disclosure, Investment Funds, Stock Exchanges
The Toronto Stock Exchange (TSX) announced amendments to the TSX Company Manual (Amendments) effective September 17, 2015 relating to the listing of Exchanged Traded Products, Closed-End Funds and Structured Products, as defined in the Amendments. Proposed Amendments were first published on January 15, 2015.  Nine commentators (including Fasken Martineau DuMoulin LLP) provided comments.  A summary… Continue Reading

New Proposed Prospectus Exemption for Retail Investors

Posted in Corporate Finance, Public Offering, Stock Exchanges
On April 16, 2015, the securities regulators in British Columbia, New Brunswick and Saskatchewan published for comment Multilateral CSA Notice 45-315 – Proposed Prospectus Exemption for Certain Distributions through an Investment Dealer whereby the regulators proposed a new prospectus exemption that, if approved, would greatly increase the potential private placement investor base for a listed… Continue Reading

Amendments to the TSX Company Manual to Reflect Trends Towards Dematerialization of Physical Evidence of Security Ownership

Posted in Corporate Finance, Mergers & Acquisitions, Stock Exchanges
On May 21, 2015, the TSX announced one set of amendments and one request for comment on proposed amendments to the TSX Company Manual (Manual), both respecting physical certificate requirements for securities. The amendments should not have a noticeable impact for many listed issuers or industry participants, but they do highlight a few trends to… Continue Reading

TSX Proposes Listing Requirements for Investment Funds

Posted in Continuous & Timely Disclosure, Investment Funds, Securities, Stock Exchanges
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

CSA Staff Notice 51-341 – Continuous Disclosure Review Program Activities for the fiscal year ended March 31, 2014

Posted in Continuous & Timely Disclosure, Securities Regulatory Authorities, Stock Exchanges
On July 17, 2014, the Canadian Securities Administrators (CSA) published the results of their continuous disclosure review program (Program) in CSA Staff Notice 51-341 Continuous Disclosure Review Program Activities for the fiscal year ended March 31, 2014 (Staff Notice).  The purpose of the Program is to monitor the compliance, reliability and accuracy of continuous disclosure… Continue Reading

TSXV Revises Definition of Tier 1 Property

Posted in Continuous & Timely Disclosure, Corporate Finance, Stock Exchanges
On May 6, 2014, the TSX Venture Exchange (TSXV) amended the definition of “Tier 1 Property” contained in Policy 1.1 – Interpretation of the TSXV Corporate Finance Manual (TSXV Manual). The TSXV views its Tier 1 as its premier tier reserved for its most advanced issuers with the most significant financial resources.  As such, the… Continue Reading

Proposed Amendments to the Toronto Stock Exchange Company Manual

Posted in Corporate Governance, Mergers & Acquisitions, Stock Exchanges
On November 28, 2013, the Toronto Stock Exchange (TSX) published proposed amendments to the TSX Company Manual (the Manual) and requested comments on the proposed amendments (the Amendments), such comments to be delivered by January 13, 2014. The proposed amendments would 1) amend Section 611 of the Manual to allow issuers listed on the TSX… Continue Reading

France – Launch of Enternext, NYSE Euronext’s subsidiary dedicated to SMEs / Lancement d’Enternext, filiale de NYSE Euronext dédiée aux PME.

Posted in Securities, Stock Exchanges
NYSE Euronext announced on May 23, 2013 the opening of EnterNext, a new subsidiary dedicated to companies that have a capitalisation of under €1 billion, which already covers over 750 SMEs (Small and Medium Enterprises) listed on the regulated market of NYSE Euronext and on NYSE Alternext. Although it is not a new market segment,… Continue Reading

Private Placements – Temporary Relief from Certain Pricing Requirements

Posted in Public Offering, Stock Exchanges
On August 17, 2012 the TSXV published a bulletin entitled Private Placements – Temporary Relief from Certain Pricing Requirements, which provided, on a temporary basis and subject to compliance with the bulletin, the granting of relief to TSXV issuers from certain existing pricing requirements related to private placement financings. These temporary measures were effective as… Continue Reading