By Mariko Rivers on Posted in Continuous & Timely Disclosure,SecuritiesOn 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
By Jeremy Mandel on Posted in Continuous & Timely Disclosure,Stock ExchangesIn 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
By Gordon Hunter on Posted in Continuous & Timely Disclosure,Corporate GovernanceShareholder Control over Executive Compensation under Bill 101 Bill 101, An Act to Amend the Business Corporations Act (Bill 101), proposes a number of updates to the Ontario Business Corporations Act (OBCA). Introduced as a private member’s bill in early March, Bill 101 aims to shift power to shareholders through amendments in areas such as… Continue Reading
By John Sabetti on Posted in Continuous & Timely Disclosure,Securities Regulatory Authorities,Stock ExchangesOn 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
By Stephen Erlichman on Posted in Continuous & Timely Disclosure,Corporate Governance,Directors & OfficersStephen Erlichman recently wrote “Majority Voting: Latest Developments in Canada”, a short piece published in the March 22 edition of the Harvard Law School Forum on Corporate Governance and Financial Regulation. The article explains the latest developments in Canada with respect to 1) the Toronto Stock Exchange’s new guidance with respect to its majority voting listing requirement,… Continue Reading
By Peter Villani and Michèle Orr Gaucher on Posted in Continuous & Timely Disclosure,Securities Regulatory AuthoritiesIt 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
By Peter Villani and Dana Abrams on Posted in Continuous & Timely Disclosure,Securities Regulatory AuthoritiesRecent 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
By Leslie Greey on Posted in Continuous & Timely Disclosure,Corporate GovernanceAs the New Year rolls along, so does commentary on executive compensation. According to the Canadian Centre for Policy Alternatives, by 11:47 am on the first working day of 2017 (January 3rd) Canada’s 100 highest paid CEOs on the TSX index had earned the equivalent of the average annual Canadian wage. Shareholder votes on the… Continue Reading
By Brad Moore and David A. Ziegler on Posted in Continuous & Timely Disclosure,Securities Regulatory AuthoritiesLast month, federal prosecutors achieved a resounding victory in a tipping case before the U.S. Supreme Court in Salman v. United States, 580 U. S. ____ (2016). In its much anticipated decision, the Court held that a jury could infer that the tipper personally benefited from making a gift of confidential information to a trading… Continue Reading
By Perry Feldman and Mitchell Barnard on Posted in Continuous & Timely Disclosure,Securities Regulatory AuthoritiesIn 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
By Valerie Eisen on Posted in Continuous & Timely DisclosureMethod In November of 2016, BDO USA LLP released a survey of the chief executive officer (CEO) and chief financial officer (CFO) compensation practices at 600 mid-market public companies in the United States. Data collected from proxy statements filed between April 2015 and March 2016 was analyzed in the aggregate and categorically by the five… Continue Reading
By Tracy L. Hooey on Posted in Continuous & Timely Disclosure,Corporate Governance,Securities Regulatory AuthoritiesSecurities 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
By Barinder Sidhu on Posted in Continuous & Timely Disclosure,Corporate Governance,Securities Regulatory AuthoritiesThe best interest standard for registrants has been on the Canadian Securities Administrators’ (CSA) radar for the past few years. On October 25, 2012, the CSA published CSA Consultation Paper 33-403 The Standard of Conduct for Advisers and Dealers: Exploring the Appropriateness of Introducing a Statutory Best Interest Duty When Advice is Provided to Retail… Continue Reading
By Justine Connors on Posted in Continuous & Timely Disclosure,Stock ExchangesAt 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
By Virginia K. Schweitzer on Posted in Continuous & Timely Disclosure,Securities Regulatory AuthoritiesWomen’s roles on boards of directors and in executive officer positions has been an important topic of discussion in Canada and globally as well over several years. Recently, steps have been taken to require more disclosure and information from certain larger public companies based in Canada. This is to give potential investors more information about… Continue Reading
By John Sabetti on Posted in Continuous & Timely Disclosure,Corporate Governance,Directors & Officers,Securities Regulatory AuthoritiesThe Ontario Securities Commission (OSC) has proposed OSC Policy 15-601 Whistleblower Program (Policy), which is designed to encourage individuals (whistleblowers) to report to the OSC information regarding serious misconduct related to securities or derivatives, with the prospect of receiving monetary awards in certain circumstances (whistleblower awards). Under the Policy, any whistleblower may submit information regarding… Continue Reading
By Richard E. Johnston on Posted in Continuous & Timely Disclosure,SecuritiesSenior executives in Canada will pay higher taxes when the new federal government implements the Liberal campaign platform. The platform calls for the federal personal income tax rate to be reduced for taxable income between $44,701 and $89,400 and to be increased for taxable income over $200,000. After adding provincial tax, the top combined personal… Continue Reading
By on Posted in Continuous & Timely Disclosure,Corporate Governance,Securities Regulatory AuthoritiesThe Ontario Securities Commission (OSC) published OSC Staff Notice 33-746 (Notice) on September 21, 2015. The Notice focuses on registered firms and individuals directly overseen by the OSC describing the initiatives within the Compliance and Registrant Regulation Branch (CRR), notices published, rule amendments and regulatory action taken as a result of registrant misconduct. The OSC encourages… Continue Reading
By Tracy L. Hooey and Leslie Greey on Posted in Continuous & Timely Disclosure,Securities Regulatory AuthoritiesOn September 28, 2015 ten members of the Canadian Securities Administrators (CSA members), including the Ontario Securities Commission, released Multilateral Staff Notice 58-307 (Staff Notice) entitled Staff Review of Women on Boards and in Executive Officer Positions – Compliance with National Instrument 58-101 Disclosure of Corporate Governance Practices (NI 58-101). The Staff Notice summarizes the… Continue Reading
By Tracy L. Hooey on Posted in Continuous & Timely Disclosure,Investment Funds,Stock ExchangesThe 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
By Glen Yamashita on Posted in Continuous & Timely Disclosure,Securities Regulatory AuthoritiesOn July 16, 2015 the Canadian Securities Administrators (CSA) released CSA Staff Notice 51-344 Continuous Disclosure Review Program Activities for the fiscal year ended March 31, 2015 summarizing the results of their Continuous Disclosure Review Program (Program). The purpose of the Program is to monitor the compliance of continuous disclosure documents prepared by reporting issuers… Continue Reading
By Jessica Catton on Posted in Continuous & Timely Disclosure,Securities Regulatory AuthoritiesOn June 25, 2015, the Canadian Securities Administrators (CSA) announced rule amendments, slated to come into force September 8, 2015, which are intended to eliminate certain disclosure requirements that give rise to the need to prepare a Canadian “wrapper” for foreign securities offered by way of prospectus exemption in Canada as part of a global… Continue Reading
