Timely Disclosure

Timely Disclosure

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

Category Archives: TSX

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Website Disclosure by TSX Issuers – Revised Proposal

Posted in Continuous Disclosure, Disclosure, Stock Exchanges, TSX
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

The TSX Venture Exchange Relaxes Shareholder Approval Policies for Reverse Takeovers and Changes of Business

Posted in Stock Exchanges, TSX, TSXV
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, TSX
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

Bill C-25: sweeping changes to corporate governance

Posted in Corporate Governance, Directors and Officers, Elections of Directors, TSX
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

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

First Hostile Takeover Bid Launched Under New Canadian Regime

Posted in Capital Markets, Contested Situations, Hostile/unsolicited Bids, Stock Exchanges, TSX
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 Disclosure, Disclosure, Executive Compensation, Stock Exchanges, TSX
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 Insider Trading, OSC, Securities Litigation, Securities Regulatory Authorities, Stock Exchanges, TSX
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 Capital Markets, Corporate Finance, Exempt Offering/Private Placement, Stock Exchanges, TSX, TSXV
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 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

2016 ISS and Glass Lewis Updates

Posted in Contested Situations, Corporate Governance, Directors and Officers, Proxy Contests, Proxy Voting, Stock Exchanges, TSX
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 Capital Markets, Continuous Disclosure, Investment Funds and Structured Products, Stock Exchanges, TSX
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 Capital Markets, Corporate Finance, Exempt Offering/Private Placement, Stock Exchanges, TSX, TSXV
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 Capital Markets, Corporate Finance, Mergers and Acquisitions, Stock Exchanges, TSX, TSXV
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 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

2015 ISS and Glass Lewis Updates

Posted in Contested Situations, Mergers and Acquisitions, Plan of Arrangement, Proxy Contests, Shareholder Rights Plans / Poison Pills, Take-Over Bids, TSX, Uncategorized
Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis) have both released updates to their Canadian proxy voting recommendation guidelines for the 2015 proxy season. The items updated include those pertaining to the definition of independence, advance notice requirements, by-law amendments, private placements, treatment of majority voting policies, shareholder rights plans and advance… Continue Reading