Timely Disclosure

Timely Disclosure

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

Tag Archives: CSA

CSA Prohibits Sale of Binary Options

Posted in Derivatives, Securities
On September 28, 2017, the securities regulatory authorities in all Canadian jurisdictions, other than British Columbia (CSA), issued CSA Multilateral Notice of Multilateral Instrument 91-102 Prohibition of Binary Options and Related Companion Policy (Instrument) in response to an increased number of complaints received relating to the marketing of binary options. Subject to the necessary approvals,… Continue Reading

CSA Review of Women on Boards and in Executive Officer Positions

Posted in Corporate Governance, Directors & Officers
On October 5, 2017, the staff of securities regulatory authorities (SRA) in Alberta, Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Quebec, Saskatchewan and Yukon published CSA Multilateral Staff Notice 58-309, Staff Review of Women on Boards and in Executive Officer Positions – Compliance with NI 58-101 Disclosure of Corporate Governance… Continue Reading

Canadian Securities Administrators Issue Guidance Regarding Cryptocurrency Offerings

Posted in Securities, Securities Regulatory Authorities
On August 24, 2017, the staff of the Canadian Securities Administrators other than Saskatchewan (CSA) published CSA Staff Notice 46-307 Cryptocurrency Offerings (the Staff Notice) in response to increased activity within the distributed ledger technology or “blockchain” industry. The Staff Notice provides guidance regarding the application of Canadian securities laws to businesses operating in that… Continue Reading

The CSA’s Continuous Disclosure Review Program

Posted in Continuous & Timely Disclosure, Securities
On July 27, 2017, the Canadian Securities Administrators (CSA) announced in CSA Staff Notice 51-351 Continuous Disclosure Review Program Activities for the fiscal year ended March 31, 2017 that a CSA Staff Notice detailing the results of the continuous disclosure review program (CD Review Program) will be published every two years instead of annually. As… Continue Reading

Update on Use of the Rights Offering Exemption

Posted in Securities Regulatory Authorities
On April 20, 2017, the Canadian Securities Administrators (CSA) released Staff Notice 45-323 (Notice). The Notice provided an update on the use of the rights offering exemption available to reporting issuers (Exemption) under section 2.1 of National Instrument 45-106 Prospectus Exemptions, as of December 31, 2016, approximately one year after it was adopted in its… Continue Reading

Securities Regulators to IIROC: Get Tougher!

Posted in Securities Registration & Registrants, Securities Regulatory Authorities
The Canadian Securities Administrators (CSA) have demanded that the Investment Industry Regulatory Organization of Canada (IIROC) boost business conduct compliance activities after the CSA noted serious deficiencies in multiple consecutive oversight reviews. In an Oversight Review Report on IIROC published July 4, 2017 (Report), CSA flagged ‘Business Conduct Compliance’ as a high priority area requiring… Continue Reading

A Review of CSA Consultation Paper 52-403: Auditor Oversight Issues in Foreign Jurisdictions

Posted in Investment Funds, Securities Regulatory Authorities
On April 25, 2017, the Canadian Securities Administrators (CSA) published a consultation paper to obtain stakeholders’ views on introducing enhanced oversight requirements for foreign audit firms. Specifically, the paper discusses a proposal by the Canadian Public Accountability Board (CPAB) to amend National Instrument 52-108 Auditor Oversight (NI 52-108) to require foreign audit firms to register… Continue Reading

New Themes and Direction Resulting from CSA Consultation Paper 33-404

Posted in Securities Regulatory Authorities
  On May 11, 2017, the Canadian Securities Administrators (CSA) published CSA Staff Notice 33-319 Status Report on CSA Consultation Paper 33-404 Proposals to Enhance the Obligations of Advisers, Dealers, and Representatives Toward Their Clients (Notice). The Notice provides a high level summary of the consultation process to date regarding CSA Consultation Paper 33-404 Proposals… Continue Reading

CSA Proposed Amendments: Foreshadowing Future Changes to the Securities Resale Regime?

Posted in Securities Regulatory Authorities
CSA Proposed Amendments to Increase Canadian Investors’ Access to Exempt Market Offerings by Foreign Issuers Background On June 29, 2017, the Canadian Securities Administrators (CSA) released proposed amendments to National Instrument 45-102 Resale of Securities (NI 45-102) and corresponding amendments to  Companion Policy 45-102CP to National Instrument 45-102 Resale of Securities for a 90-day comment… Continue Reading

Canadian Securities Administrators Publish 2016 Enforcement Report

Posted in Securities Regulatory Authorities
The Canadian Securities Administrators have published their 2016 Enforcement Report (Report) describing the securities law enforcement process and analyzing enforcement results from 2016. The Report discusses a variety of enforcement matters, including number and type of proceedings commenced and results of enforcement proceedings. A subset of the Report’s findings include: There were 109 enforcement matters… 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

Corporate Disclosure by Reporting Issuers on Social Media

Posted in Continuous & Timely Disclosure, Securities Regulatory Authorities
It would be an understatement to characterize the presence and use of social media in our daily lives as being ubiquitous in scope and nature. The proliferation of social media venues allows us to communicate and share ideas and opinions in a manner beyond anything that we have experienced in human existence. The casual observer… Continue Reading

The Canadian Securities Administrators Launch a Regulatory Sandbox Initiative for FinTech, RegTech and other innovative products

Posted in 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 Investment Funds, Securities Regulatory Authorities
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

Rights Offering Prospectus Exemption – Warning for Reporting Issuers

Posted in Securities, Securities Registration & Registrants, 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

CSA Provide Update on Enhanced Segregation and Portability Initiatives for Clearing Agencies Serving the Domestic Futures Markets

Posted in 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 & Timely Disclosure, Securities Regulatory Authorities
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 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 Investment Funds, Securities Regulatory Authorities
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 Securities Regulatory Authorities
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

ASC Provides Disclosure Guidance for 2017

Posted in Continuous & Timely Disclosure, Securities Regulatory Authorities
In December, the Alberta Securities Commission (ASC) published its annual Corporate Finance Disclosure Report (Report). The ASC then hosted an information seminar (Seminar) on the Report’s findings and recommendations in Calgary, Alberta on January 11, 2017. Fasken Martineau was pleased to attend the Seminar with a view to advising our reporting issuer clients as to… Continue Reading

CSA Introduces Updated Cyber Security Guidance

Posted in Securities Registration & Registrants, 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