It is likely that a trend will emerge in the coming months of cancelled transactions leading to litigation as to whether the impact of the novel coronavirus (“COVID-19”) amounts to a “disaster” or a force majeure under various agreements. Standard underwriting agreements contain termination provisions, some of which may be triggered by COVID-19.
Laura Konkel
Weeding-out a Lack of Disclosure
On October 10, 2018, the Canadian Securities Administrators (CSA) issued CSA Staff Notice 51-357 Staff Review of Reporting Issuers in the Cannabis Industry (Staff Notice) summarizing a review of the disclosure of 70 reporting issuers[1] in the cannabis industry (Cannabis Issuers). The purpose of the review was to highlight best disclosure practices and common…
How much do you know about Cryptoassets?
On June 28, 2018, the Investor Office of the Ontario Securities Commission (OSC) published a report entitled “Taking Caution: Financial Consumers and the Cryptoasset Sector”. The report summarizes the results of a survey, conducted in March 2018, of more than 2,500 Ontarians aged 18 and older.
Cryptoasset Ownership
The report describes that 5% of Ontarians currently own cryptoassets (or, as the survey referenced, cyrptocurrencies). This translates into approximately 500,000 Ontarians. Furthermore, an additional 4% of Ontarians in the age bracket owned cryptoassets in the past but no longer do.
Of particular note was the report’s determination that men aged 18-34 are more likely to own a cryptoasset in comparison to any other demographic. However, of those surveyed, only half have invested approximately $1,000 and only 9% invested more than $10,000, primarily in Bitcoin and Ether.Continue Reading How much do you know about Cryptoassets?
CSA Prohibits Sale of Binary Options
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,…
CSA Review of Women on Boards and in Executive Officer Positions
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 Practices. The Staff Notice provides this year’s summary of the disclosure reviewed by the SRA relating to the Women on Boards and in Executive Positions Rules (WB/EP Rules).
The WB/EP Rules require that, on an annual basis, each non-venture issuer disclose:
- the number and percentage of women on the issuer’s board of directors and in executive officer positions;
- whether it has a policy relating to the identification and nomination of women directors;
- whether it has director term limits or other mechanisms of board renewal;
- whether it has targets for women on its board and in its executive officer positions; and
- if it considers the representation of women in its director identification and selection process and in its executive officer appointments.
The Staff Notice focused on the disclosure of 660 TSX-listed issuers with year-ends between December 31, 2016 and March 31, 2017, who had filed information circulars or annual information forms by July 31, 2017. This is down from the 722 issuers who provided disclosure as part of the 2015 initial review. The SRA noted that Canadian banks, who are often early adopters of diversity programs, are not included in this summary. This is the third such annual review to have taken place.Continue Reading CSA Review of Women on Boards and in Executive Officer Positions