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Andrea Chabot is a Law Clerk in Fasken’s Toronto office, handling all aspects of securities and mergers & acquisitions transactions for public companies and investment funds.

On March 15, 2021, the Investment Funds and Structured Products Branch (IFSP Branch) of the Ontario Securities Commission (OSC) issued an eNews communication advising that the IFSP Branch will consider requests for filing date extensions on a case-by-case basis for investment fund issuers that are unable to meet filing requirements as

On December 1, 2020, the TSX Venture Exchange (Exchange) issued a news release to announce changes to its Capital Pool Company (CPC) program that will come into force on January 1, 2021.  The CPC program is a way for private companies to go public in Canada. The CPC program enables seasoned directors and officers to form a CPC, raise a pool of capital and list the CPC on the Exchange with no assets other than cash and no commercial operations. The CPC then uses the capital raised to identify a private operating company to complete a qualifying transaction with the CPC (Qualifying Transaction). After the CPC has completed its Qualifying Transaction, the resulting issuer’s shares trade as a regular listing on the Exchange.

The Exchange advised that the changes are aimed at providing increased flexibility by included additional jurisdictions, easing the residency requirements and simplifying spending restriction.  The changes are also aimed at reducing regulatory burden by relaxing the requirements on shareholder distribution and shareholder approvals.
Continue Reading TSX Venture Exchange Adopts Changes to Capital Pool Company Policies

On May 20, 2020, Canadian Securities Administrators (CSA) issued a news release to announce that the CSA has published new local blanket orders (New Blanket Orders) for market participants that provide a 45-day extension for periodic filings normally required to be made by non-investment fund issuers between June 2, 2020 and

On March 23, 2020, the Canadian Securities Administrators (CSA) issued a news release to announce that the CSA has published local blanket orders (Blanket Orders) for market participants that provide a 45-day extension for periodic filings normally required to be made by market participants on or before June 1, 2020. Market

On March 18, 2020, the Canadian Securities Administrators (CSA) issued a news release to advise that they will be providing temporary relief from some regulatory filings including financial statements, management’s discussion and analysis, management reports of fund performance, annual information forms, technical reports (the Relief). The Relief will provide issuers, investment funds,

On March 16, 2020, the Canadian Securities Administrators (CSA) issued a news release to address how reporting issuers should handle any delays in their reporting obligations (CSA Release).

Any reporting issuer that anticipates the current COVID-19 outbreak will result in an inability to comply with their obligations under securities legislation (including

On February 13, 2020, the Canadian Securities Administrators (the CSA) published revised versions of proposed National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure (Proposed Instrument), Companion Policy 52-112 Non-GAAP and Other Financial Measures Disclosure (Proposed Companion Policy) and the related proposed consequential amendments or changes to other instruments and

Effective September 30, 2019, the British Columbia Securities Commission (BCSC) adopted amendments which now require investment fund issuers to file annual reports of exempt distributions online through the BCSC eServices system, as opposed to submitting the annual reports in paper format as was previously required.

In anticipation of the next upcoming filing deadline

The British Columbia Securities Commission (BCSC) published proposed amendments (Proposed Amendments) to British Columbia Instrument 13-502 Electronic Filing of Reports of Exempt Distribution that would require investment fund issuers to use BCSC eServices when submitting Form 45-106F1s filed on an annual basis (currently these annual filings are submitted as paper filings

The Canadian Securities Administrators (CSA) published amendments (Amendments) to National Instrument 45-106 Prospectus Exemptions and CSA Staff Notice 45-308 Guidance for Preparing and Filing Reports of Exempt Distribution under 45-106 to change the information required within Form 45-106F1 Report of Exempt Distribution (Report).

The Amendments provide more flexibility regarding the certification requirement, streamline the information required to be gathered by filers and address certain concerns raised by foreign dealers and Canadian institutional investors.  The main changes to the Report are provided below.


Continue Reading CSA Amends Requirements for Reporting Exempt Distributions