Timely Disclosure

Timely Disclosure

Updates and Commentary on Current issues in M&A, Corporate Finance and Capital Markets

Category Archives: Securities Regulatory Authorities

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ASC Proposes Amendments to Facilitate Cross-Border Offerings

Posted in Securities, Securities Regulatory Authorities
The 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

IIROC Oversight Review Report

Posted in Securities Regulatory Authorities
On 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

CSA adopts new prospectus exemption making it easier to resell securities of non-Canadian issuers

Posted in Securities Regulatory Authorities
The 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

Aurora-CanniMed: Securities Regulators Hold Firm on New Bid Regime

Posted in Mergers & Acquisitions, Securities, Securities Regulatory Authorities
On 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

Ontario’s New Rules on Distributions Outside Canada Now In Effect

Posted in Securities, Securities Regulatory Authorities
On 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

BCSC Seeks Feedback on Fintech Regulation

Posted in Securities, Securities Regulatory Authorities
The 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

Regulatory Net Tightening on the “Wild West” of the Blockchain and Cryptocurrency Industry

Posted in Securities, Securities Regulatory Authorities
In 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

Review of SEC’s Statement on Potentially Unlawful Online Platforms for Trading Digital Assets

Posted in Securities, Securities Regulatory Authorities
On 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

The Saga Continues: Marijuana, United States Federal Law and the Canadian Securities Administrators

Posted in Securities Regulatory Authorities, Stock Exchanges
We 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

OSC’s Proposed Amendment to Whistleblower Program

Posted in Corporate Governance, Securities Regulatory Authorities
On 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

When Jeff Sessions Talks About Marijuana, the Canadian Securities Administrators Listen

Posted in Securities Regulatory Authorities, Stock Exchanges
As 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

Kik Interactive Excludes Canadians from Kin Token Sale

Posted in FinTech, Securities Regulatory Authorities
As 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

Canadian Securities Administrators Issue Guidance Regarding Cryptocurrency Offerings

Posted in Securities, Securities Regulatory Authorities
On 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

Public Company Directors Take Note: Canadian Securities Regulators weigh in on Material Conflict of Interest Transactions

Posted in Corporate Governance, Securities Regulatory Authorities
On 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

SEC Concludes that Slock.It’s DAO Digital Currency Tokens are Securities

Posted in Securities, Securities Regulatory Authorities
On 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

Update on Use of the Rights Offering Exemption

Posted in Securities Regulatory Authorities
On 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

Securities Regulators to IIROC: Get Tougher!

Posted in Securities Registration & Registrants, Securities Regulatory Authorities
The 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

A Review of CSA Consultation Paper 52-403: Auditor Oversight Issues in Foreign Jurisdictions

Posted in Investment Funds, Securities Regulatory Authorities
On 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

New Themes and Direction Resulting from CSA Consultation Paper 33-404

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

CSA Proposed Amendments: Foreshadowing Future Changes to the Securities Resale Regime?

Posted in Securities Regulatory Authorities
CSA 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

Canadian Securities Administrators Publish 2016 Enforcement Report

Posted in Securities Regulatory Authorities
The 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

New disclosure obligation: What you should know about the “Financial Information – Annual form”

Posted in Securities Registration & Registrants, Securities Regulatory Authorities
Fasken 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

The SCC Confirms No Right to a Jury Trial for Securities Law Offences

Posted in Securities, Securities Regulatory Authorities
The 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