By Laura Konkel on Posted in Securities,Securities Regulatory AuthoritiesOn 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 deficiencies… Continue Reading
By Gesta Abols on Posted in Securities,Securities Regulatory AuthoritiesThe Supreme Court of Canada (SCC) released its decision on November 9, 2018, holding that the proposed co-operative pan-Canadian securities regulator, known as the Cooperative Capital Markets Regulatory System (CCMR), is constitutional. Background and Analysis The CCMR first emerged in 2014 following the rejection of an earlier proposal by the SCC in 2011 on the… Continue Reading
By Andrea Kruyne on Posted in Securities Regulatory AuthoritiesThe British Columbia Securities Commission (BCSC) published proposed amendments (Proposed Amendments) to British Columbia Instrument 13-502 Electronic Filing of Reports of Exempt Distribution that would require investment fund issuers to use BCSC eServices when submitting Form 45-106F1s filed on an annual basis (currently these annual filings are submitted as paper filings to the BCSC). The… Continue Reading
By Andrea Kruyne on Posted in Securities Regulatory AuthoritiesThe Canadian Securities Administrators (CSA) published amendments (Amendments) to National Instrument 45-106 Prospectus Exemptions and CSA Staff Notice 45-308 Guidance for Preparing and Filing Reports of Exempt Distribution under 45-106 to change the information required within Form 45-106F1 Report of Exempt Distribution (Report). The Amendments provide more flexibility regarding the certification requirement, streamline the information… Continue Reading
By Laura Konkel on Posted in Securities,Securities Regulatory AuthoritiesOn 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… Continue Reading
By Ederlyn Magno and Tracy L. Hooey on Posted in Securities Regulatory AuthoritiesOn March 26, 2018, the Mutual Fund Dealers Association (MFDA) published proposed MFDA Rules 1.2 Definitions and 1.26 Continuing Education (collectively, Proposed Rules) and Proposed MFDA Policy No. 9 Continuing Education (CE) Requirements (Proposed Policy) for public comment. The Proposed Rules and Proposed Policy are intended to promote a new CE regime to further enhance… Continue Reading
By Allison Marks on Posted in Investment Funds,Securities Regulatory AuthoritiesOn May 24, 2018, the Canadian Securities Administrators (CSA) released CSA Staff Notice 81-329 Reducing Regulatory Burden for Investment Fund Issuers, which outlines the CSA’s plan to implement four near-term initiatives to lessen the regulatory burden on investment fund issuers. Specifically, CSA staff will undertake to: (i) remove redundant information in disclosure documents; (ii) use… Continue Reading
By Sandra Malcolm on Posted in Securities,Securities Regulatory AuthoritiesThe Alberta Securities Commission (ASC) has proposed replacing the current ASC Rule 72-501 with a new ASC Rule 72-501 (Proposed Rule). The Proposed Rule is intended to reduce regulatory impediments and facilitate offerings by Alberta issuers to investors outside of Alberta by removing the potentially duplicative application of Alberta prospectus requirements where an offering materially… Continue Reading
By Taisha Lewis on Posted in Securities Regulatory AuthoritiesOn April 24, 2018, the Canadian Securities Administrators published the Oversight Review Report of the Investment Industry Regulatory Organization of Canada (Report). The Investment Industry Regulatory Organization of Canada (IIROC) is a not-for-profit self-regulatory organization that regulates investment dealers and trading on Canada’s capital markets with a view to protecting investors and maintaining fairness and order… Continue Reading
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
