By Daniel Fuke and Julie He on Posted in Crowdfunding,Public Offering,Securities,Securities Regulatory AuthoritiesOn June 4, 2019, the US Securities and Exchange Commission (SEC) sued Kik Interactive Inc. (Kik), a privately-held Canadian corporation based in Waterloo, Ontario, for conducting an unregistered securities offering of its digital token “Kin” in violation of section 5 of the Securities Act of 1933. The SEC is seeking a permanent injunction, disgorgement of… Continue Reading
By Gesta Abols and Dana Gregoire on Posted in Corporate Finance,Corporate Governance,Shareholder MeetingOn April 8, 2019, the federal government introduced Bill C-97 to implement measures from its spring budget. The bill proposes amendments to many federal statutes, including several important amendments to the Canada Business Corporations Act (CBCA) relevant to both private and public companies. Our summary of the proposed changes is set out below, some of… Continue Reading
By Dana Gregoire and John Sabetti on Posted in Corporate FinanceWhen seeking to access capital in the public markets in an uncertain economy, traditional follow-on financing methods might not be the right choice for some issuers. It may be that “bought deal” and “best efforts” public financings are unavailable or otherwise available but on terms that are unsuitable. In these circumstances, issuers may consider an… Continue Reading
By Andrea Kruyne and Garth Foster on Posted in Corporate Finance,SecuritiesOn December 1, 2016, the Alberta Securities Commission (ASC) will be replacing the current fee rule in Alberta with ASC Rule 13-501 Fees (ASC Rule 13-501) which will increase registrant and capital market activity fees, and for the first time in Alberta, will introduce a participation fee model. Any issuers that are currently a reporting… Continue Reading
By Andrea Kruyne on Posted in Corporate Finance,Investment Funds,Public Offering,Securities Regulatory AuthoritiesOn April 7, 2016, the Canadian Securities Administrators (CSA) published amendments (Amendments) to the reporting requirements in National Instrument 45-106 Prospectus Exemptions (NI 45-106). The amendments were previously published for public comment on August 13, 2015. Concurrently, the CSA published CSA Staff Notice 45-308 (Revised) Guidance for Preparing and Filing Reports of Exempt Distribution under… Continue Reading
By Samuel Li and Paul Fornazzari on Posted in Corporate Finance,Public Offering,Stock ExchangesThe various Canadian regulatory authorities recently overhauled how prospectus exempt rights offerings are to be conducted going forward, including allowing for larger financings to be completed in a shorter time frame with less extensive offering documents. As a result of these amendments (Amendments) which came into force on December 8, 2015, reporting issuers in Canada… Continue Reading
By Barinder Sidhu, Sandra Malcolm, Steve Saville and Sarah Gingrich on Posted in Corporate Finance,Public Offering,Stock ExchangesRetail investors in British Columbia, Alberta, Saskatchewan, Manitoba and New Brunswick (Participating Jurisdictions) now have a new option by which they can participate in private placements. The securities regulators in the Participating Jurisdictions have adopted a prospectus exemption (Exemption) that allows issuers listed on a Canadian exchange to raise money by distributing securities to retail… Continue Reading
By Sarah Gingrich and Sandra Malcolm on Posted in Corporate Finance,Mergers & Acquisitions,SecuritiesOn October 19 2015, the Alberta Securities Commission and the Nunavut Securities Office jointly published for comment Proposed Multilateral Instrument 45-109 Prospectus Exemption for Start-up Businesses (Proposed Exemption). The Proposed Exemption is directed principally at small and early-stage non-reporting issuers and is designed to allow them to raise a defined amount of money in a cost… Continue Reading
By Glen Yamashita on Posted in Corporate Finance,Mergers & Acquisitions,Securities,Securities Regulatory AuthoritiesIn March 2014, certain members of the Canadian Securities Administrators proposed amendments to National Instrument 45-106 Prospectus Exemptions (NI 45-106) with the aim of allowing business enterprises, with a focus on small and medium size enterprises, to benefit from greater access to capital from investors. On October 29, 2015, the securities authorities in Alberta, New Brunswick,… Continue Reading
By Tracy L. Hooey on Posted in Corporate Finance,Corporate Governance,Directors & Officers,Securities Registration & RegistrantsIn June 2015, a 13-member panel created by the Minister of Government and Consumer Services (Ontario), known as the Business Law Agenda Stakeholder Panel, released “Business Law Agenda: Priority Findings & Recommendations Report”. The panel reviewed corporate and commercial statutes in Ontario and made recommendations encompassing five key themes: establishing a process to keep corporate… Continue Reading
By Samuel Li on Posted in Corporate Finance,Public Offering,Stock ExchangesOn April 16, 2015, the securities regulators in British Columbia, New Brunswick and Saskatchewan published for comment Multilateral CSA Notice 45-315 – Proposed Prospectus Exemption for Certain Distributions through an Investment Dealer whereby the regulators proposed a new prospectus exemption that, if approved, would greatly increase the potential private placement investor base for a listed… Continue Reading
By Myroslav Chwaluk on Posted in Corporate Finance,Mergers & Acquisitions,Stock ExchangesOn May 21, 2015, the TSX announced one set of amendments and one request for comment on proposed amendments to the TSX Company Manual (Manual), both respecting physical certificate requirements for securities. The amendments should not have a noticeable impact for many listed issuers or industry participants, but they do highlight a few trends to… Continue Reading
By Sébastien Bellefleur and Christian Jacques on Posted in Corporate Finance,Crowdfunding,Securities Regulatory AuthoritiesIn recent years, crowdfunding has proven an exceptionally popular and efficient means by which individuals and companies make use of the internet to attract investors for a variety of purposes. The traditional model generally involves a large number of individuals contributing small sums of money to finance specific ideas or projects. Increasingly, however, equity crowdfunding… Continue Reading
By Tracy L. Hooey on Posted in Corporate Finance,Crowdfunding,Securities Regulatory AuthoritiesIn a release issued today, the Ontario Securities Commission advised that the participating jurisdictions of the Canadian Securities Administrators are still reviewing the comments received on a proposed crowdfunding regime and an offering memorandum prospectus exemption. In its release, the OSC stated that its goal is to publish proposed rules regarding these matters either in final… Continue Reading
By Jesse Bertollo on Posted in Corporate Finance,Securities Regulatory AuthoritiesBackground On December 18, 2014, the Investment Industry Regulatory Organization of Canada (IIROC) published its final guidance note outlining common due diligence practices and suggestions for IIROC dealer members (Dealer Members) in underwritten public offerings of securities. The guidance note follows IIROC’s March 6, 2014 proposed guidance and a three month public comment period. The… Continue Reading
By Daye Kaba and Reid Crombie on Posted in Continuous & Timely Disclosure,Corporate Finance,Stock ExchangesOn May 6, 2014, the TSX Venture Exchange (TSXV) amended the definition of “Tier 1 Property” contained in Policy 1.1 – Interpretation of the TSXV Corporate Finance Manual (TSXV Manual). The TSXV views its Tier 1 as its premier tier reserved for its most advanced issuers with the most significant financial resources. As such, the… Continue Reading
By on Posted in Corporate Finance,SecuritiesOn April 7, 2014 the TSX Venture Exchange (TSX-V) published a bulletin entitled Discretionary Waivers of $0.05 Minimum Pricing Requirement, which provides issuers listed on the TSX-V with guidance on the circumstances in which the TSX-V will look more favourably upon an issuer’s request to waive the $0.05 minimum pricing requirement. Generally, the TSX-V is… Continue Reading
By on Posted in Public Offering,Stock ExchangesOn August 17, 2012 the TSXV published a bulletin entitled Private Placements – Temporary Relief from Certain Pricing Requirements, which provided, on a temporary basis and subject to compliance with the bulletin, the granting of relief to TSXV issuers from certain existing pricing requirements related to private placement financings. These temporary measures were effective as… Continue Reading
By on Posted in Public Offering,Stock ExchangesOn August 17, 2012 the TSXV published a bulletin entitled Private Placements – Temporary Relief from Certain Pricing Requirements, which provided, on a temporary basis and subject to compliance with the bulletin, the granting of relief to TSXV issuers from certain existing pricing requirements related to private placement financings. These temporary measures were effective as… Continue Reading
