By Elyse Velagic on Posted in Securities Regulatory AuthoritiesThe Canadian Securities Administrators (CSA) have adopted amendments to National Instrument 45-102 Resale of Securities (NI 45-102) and changes to Companion Policy 45-102CP which provide for a new prospectus exemption for the resale by Canadian investors of securities of non-Canadian issuers. The amendments are expected to come into force as of June 12, 2018. The… Continue Reading
By Jonathan Wansbrough, Aaron Atkinson and Bradley Freelan on Posted in Mergers & Acquisitions,Securities,Securities Regulatory AuthoritiesOn March 15, 2018, the Ontario Securities Commission (OSC) and the Financial and Consumer Affairs Authority of Saskatchewan (FCAAS) released highly anticipated reasons for a combined decision relating to Aurora Cannabis Inc.’s (Aurora) unsolicited take-over bid to acquire CanniMed Therapeutics Inc. (CanniMed). The reasons followed a December 21, 2017 decision in which the OSC and… Continue Reading
By Markus Liik on Posted in Securities,Securities Regulatory AuthoritiesOn March 31, 2018, the new rules from the Ontario Securities Commission (OSC) on distributions of securities outside of Canada came into force. OSC Rule 72-503 Distributions Outside Canada (Rule 72-503) provides clarity on a previously opaque subject in Canadian securities law: how do market participants comply with securities law when selling securities to buyers… Continue Reading
By Tracy L. Hooey on Posted in Securities,Securities Regulatory AuthoritiesThe British Columbia Securities Commission (BCSC) published BC Notice 2018/01 – Consulting on the Securities Law Framework for Fintech Regulation on February 14, 2018. The Notice follows from a series of consultations (both in person and by survey) conducted by the BCSC on various elements of the financial technology (fintech) industry. The Notice sets out… Continue Reading
By Daniel Fuke and Taisha Lewis on Posted in Securities,Securities Regulatory AuthoritiesIn August 2017, we considered the guidance offered by the Canadian Securities Administrators (CSA) regarding the application of securities laws to the blockchain industry and initial coin offerings (ICOs), primarily as set out in CSA Staff Notice 46-307 Cryptocurrency Offerings. In that post, we noted that the CSA have provided little guidance regarding when they… Continue Reading
By Valerie Eisen on Posted in Securities,Securities Regulatory AuthoritiesOn March 7, 2018 the U.S. Securities and Exchange Commission (SEC) released a “Statement on Potentially Unlawful Online Platforms for Trading Digital Assets”. The statement is a warning to investors, service providers operating platforms through which digital assets are traded, and those providing ancillary services involving the transfer or maintenance of digital assets With regard… Continue Reading
By Neil Wiener on Posted in Securities Regulatory Authorities,Stock ExchangesWe noted in our post of January 18, 2018 that the Canadian Securities Administrators (CSA) were reconsidering whether the CSA’s disclosure-based approach for issuers with U.S. marijuana-related activities remained appropriate. The CSA’s reconsideration was triggered by an announcement on January 4, 2018 by Jeff Sessions, Attorney General of the United States, which expressly rescinded previous nationwide guidance from… Continue Reading
By Niusha Arbabi on Posted in Corporate Governance,Securities Regulatory AuthoritiesOn January 18, 2018, the Ontario Securities Commission (OSC) published and requested comments for a proposed change to OSC Policy 15-601 Whistleblower Program (Policy). The Whistleblower Program came into effect in July 2016 and is intended to encourage individuals to report information on serious securities-related misconduct to the OSC to prevent or limit harm to… Continue Reading
By Neil Wiener on Posted in Securities Regulatory Authorities,Stock ExchangesAs noted in our post of October 18, 2017, the Canadian Securities Administrators (CSA) issued CSA Staff Notice 51-352 Issuers with U.S. Marijuana-Related Activities on October 16, 2017. The CSA Staff Notice noted the discrepancy between United States federal and state law as it relates to the use and sale of marijuana. In short, while medicinal marijuana… Continue Reading
By Daniel Fuke on Posted in FinTech,Securities Regulatory AuthoritiesAs ICO regulatory landscape gradually takes shape, Kik Interactive excludes Canadians from Kin token sale On September 7, 2017, Kik Interactive Inc. (Kik), a Waterloo-based digital messaging company, announced that it would not permit Canadian investors to purchase its “Kin” crypto-tokens in its currently ongoing public sales process. Kik had previously announced plans to sell… Continue Reading
By Tracy L. Hooey, Daniel Fuke and Bradley Freelan on Posted in Securities,Securities Regulatory AuthoritiesOn August 24, 2017, the staff of the Canadian Securities Administrators other than Saskatchewan (CSA) published CSA Staff Notice 46-307 Cryptocurrency Offerings (the Staff Notice) in response to increased activity within the distributed ledger technology or “blockchain” industry. The Staff Notice provides guidance regarding the application of Canadian securities laws to businesses operating in that… Continue Reading
By Ryan Mapa and Zach Austin on Posted in Securities,Securities Regulatory AuthoritiesEffective September 5, 2017, the settlement cycle in the Canadian and US securities markets will be shortened from three days after the date of a trade (T+3) to two days after the date of a trade (T+2). In Canada, this change follows the announcement on April 27, 2017 by the Canadian Securities Administrators of their… Continue Reading
By Aaron Atkinson and Bradley Freelan on Posted in Corporate Governance,Securities Regulatory AuthoritiesOn Thursday, July 27, 2017, staff of the Ontario Securities Commission and its counterparts in Québec, Alberta, Manitoba and New Brunswick (Staff) published important guidance on Staff’s expectations of market participants, including boards and their advisors, in material conflict of interest transactions.[1] The guidance highlights the important role of public company directors in such transactions,… Continue Reading
By Tracy L. Hooey, Daniel Fuke and Simar Anand on Posted in Securities,Securities Regulatory AuthoritiesOn July 25, 2017, the United States Securities and Exchange Commission (SEC) issued a report of investigation (Report) concluding that the digital currency “tokens” sold by DAO (DAO Tokens) in a 2016 initial coin offering (ICO) are securities for purposes of federal United States securities laws. This conclusion could have far-reaching implications for businesses that… Continue Reading
By Jeremy Mandel on Posted in Securities Regulatory AuthoritiesOn April 20, 2017, the Canadian Securities Administrators (CSA) released Staff Notice 45-323 (Notice). The Notice provided an update on the use of the rights offering exemption available to reporting issuers (Exemption) under section 2.1 of National Instrument 45-106 Prospectus Exemptions, as of December 31, 2016, approximately one year after it was adopted in its… Continue Reading
By Markus Liik on Posted in Securities Registration & Registrants,Securities Regulatory AuthoritiesThe Canadian Securities Administrators (CSA) have demanded that the Investment Industry Regulatory Organization of Canada (IIROC) boost business conduct compliance activities after the CSA noted serious deficiencies in multiple consecutive oversight reviews. In an Oversight Review Report on IIROC published July 4, 2017 (Report), CSA flagged ‘Business Conduct Compliance’ as a high priority area requiring… Continue Reading
By Valerie Eisen on Posted in Investment Funds,Securities Regulatory AuthoritiesOn April 25, 2017, the Canadian Securities Administrators (CSA) published a consultation paper to obtain stakeholders’ views on introducing enhanced oversight requirements for foreign audit firms. Specifically, the paper discusses a proposal by the Canadian Public Accountability Board (CPAB) to amend National Instrument 52-108 Auditor Oversight (NI 52-108) to require foreign audit firms to register… Continue Reading
By Mark Bowman on Posted in Securities Regulatory Authorities On May 11, 2017, the Canadian Securities Administrators (CSA) published CSA Staff Notice 33-319 Status Report on CSA Consultation Paper 33-404 Proposals to Enhance the Obligations of Advisers, Dealers, and Representatives Toward Their Clients (Notice). The Notice provides a high level summary of the consultation process to date regarding CSA Consultation Paper 33-404 Proposals… Continue Reading
By Adam Cepler on Posted in Securities Regulatory AuthoritiesCSA Proposed Amendments to Increase Canadian Investors’ Access to Exempt Market Offerings by Foreign Issuers Background On June 29, 2017, the Canadian Securities Administrators (CSA) released proposed amendments to National Instrument 45-102 Resale of Securities (NI 45-102) and corresponding amendments to Companion Policy 45-102CP to National Instrument 45-102 Resale of Securities for a 90-day comment… Continue Reading
By David Steinhauer on Posted in Securities Regulatory AuthoritiesThe Canadian Securities Administrators have published their 2016 Enforcement Report (Report) describing the securities law enforcement process and analyzing enforcement results from 2016. The Report discusses a variety of enforcement matters, including number and type of proceedings commenced and results of enforcement proceedings. A subset of the Report’s findings include: There were 109 enforcement matters… Continue Reading
By Anabel Quessy and Élise Renaud on Posted in Securities Registration & Registrants,Securities Regulatory AuthoritiesFasken Martineau’s Investment Products and Wealth Management team wishes to remind dealers and advisers registered under the Securities Act (Quebec) (the “registrants“) that as of June 19, 2017, registrants are subject to a new financial information disclosure obligation. Registrants whose main regulator is the Autorité des marchés financiers (the “AMF“) must now complete a new annual form which… Continue Reading
By Mariko Rivers on Posted in Securities,Securities Regulatory AuthoritiesThe Supreme Court of Canada (SCC) recently dismissed two separate appeals whereby the defendants, Ronald Aitkens and Jeremy Peers, argued for a right to trial by jury for securities law offences. Aitkens and Peers were charged with offences under the Securities Act (Alberta). Section 194 of the Securities Act (Alberta) provides for a maximum penalty… Continue Reading
By Markus Liik on Posted in Securities Regulatory Authorities,Stock ExchangesIn their latest effort to adapt Canadian capital markets to the reality of high-frequency trading (HFT), the Canadian Securities Administrators (CSA) approved amendments to National Instrument 23-101 Trading Rules and its Companion Policy, that came into force in Ontario on April 10, 2017. Following the capping of active trading fees on Canadian exchanges to regulate… 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
