The “Listed Issuer Financing Exemption”, known as “LIFE”, will enter into effect on November 21, 2022[i]. As its name suggests, LIFE is a prospectus exemption for distributions of securities listed for trading on a recognized Canadian stock exchange. LIFE is intended to help smaller listed issuers raise capital without incurring significant costs, a

The Toronto Stock Exchange (TSX) Company Manual provides in section 461.3[1] that an issuer listed on TSX must adopt a majority voting policy “unless it otherwise satisfies the Majority Voting Requirement in a manner acceptable to TSX, for example, by applicable statute, articles, by-laws or other similar instruments”.

Continue Reading CBCA Corporations Listed on TSX Can Repeal Their Majority Voting Policies

In May 2022, the Toronto Stock Exchange (“TSX”) issued Staff Notice 2022-0001 (the “Staff Notice”)[1] on normal course issuer bids (“NCIBs”), “providing guidance on Sections 628 and 629 of the TSX Company Manual … for frequently asked questions in respect of normal course issuer bids”. Of the 35 FAQs in the Staff Notice, one question in particular has important implications for listed issuers carrying out NCIBs on TSX.

Continue Reading Toronto Stock Exchange Staff Notice on Normal Course Issuer Bids

Introduction

On August 3, 2021, the Canadian Securities Administrators (CSA) announced their plan to “consolidate the functions” of the Investment Industry Regulatory Organization of Canada (IIROC) and the Mutual Fund Dealers Association of Canada (MFDA). The consolidation will create a new single self-regulatory organization (New SRO) with the goal of providing enhanced regulation of the investment industry. The CSA will also consolidate the two existing investor protection funds into a single protection fund independent from the New SRO.  The CSA plans to implement the New SRO in two phases, described below.

Continue Reading CSA to Combine IIROC and MFDA in a Single Self-Regulatory Organization

The Canadian Securities Administrators (CSA) published for a 90 day comment period proposed amendments to National Instrument 45-106 Prospectus Exemptions and CSA Staff Notice (NI 45-106), National Instrument 13-101 System for Electronic Document Analysis and Retrieval (NI 13-101) and National Instrument 45-102 Resale of Securities (NI 45-102) to introduce a new capital raising exemption for reporting issuers that are listed on a Canadian stock exchange (Listed Issuer Financing Exemption).

Continue Reading Canadian Securities Administrators Propose New Prospectus Exemption for Listed Issuers

On May 20, 2021, the Canadian Securities Administrators (CSA) announced [1] a 120-day comment period for proposed amendments to National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)[2] under the unwieldy title “Proposed Amendments to National Instrument 51-102 Continuous Disclosure Obligations and Other Amendments and Changes Relating to Annual and Interim Filings of Non-Investment Fund Reporting Issuers and Seeking Feedback on a Proposed Framework for Semi-Annual Reporting – Venture Issuers on a Voluntary Basis[3]. The proposed amendments and request for comments follow CSA Consultation Paper 51-404 Considerations for Reducing Regulatory Burden for Non-Investment Fund Reporting Issuers issued in April 2017[4].

The proposed amendments to NI 51-102 include combining an issuer’s annual financial statements, management’s discussion and analysis (MD&A) and annual information form into one annual reporting document called an “annual disclosure statement”, and combining interim financial statements and MD&A into an “interim disclosure statement” for quarterly reporting purposes, all as set out in proposed Part 3A of NI 51-102. According to the CSA, subject to the comment process and required regulatory approvals, the final amendments to NI 51-102 are expected to become effective on December 15, 2023.
Continue Reading For Non-TSX Companies, Twice a Year May be Enough

Introduction

On June 25, 2020 the Canadian Securities Administrators (“CSA”) released their Consultation Paper 25-402 – Consultation on the Self-Regulation Organization Framework (“Consultation Paper”). The Consultation Paper discusses seven key issues of the existing framework for self-regulatory organizations (“SROs”) and is seeking feedback from industry representatives, investor advocates, and the public on how the innovation

Overview

In an effort to reduce the regulatory burden for issuers who wish to conduct “at-the-market” (“ATM”) offerings in Canada and facilitate capital raising by public companies, the Canadian Securities Administrators (the “CSA”) announced significant amendments (the “Amendments”) to the ATM distribution regime under National Instrument 44-102 – Shelf