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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Canadian Securities Regulators Publish Final Proxy Voting Protocols to Improve the Proxy Voting Experience

Posted in Securities Regulatory Authorities
On January 26, 2017, the Canadian Securities Administrators (CSA) published CSA Staff Notice 54-305 Meeting Vote Reconciliation Protocols, which provides guidance for establishing accurate, reliable and accountable meeting vote reconciliation protocols (Protocols). The whole, with the goal of improving the transparency and the quality of shareholder voting and ostensibly, shareholder engagement in publicly traded companies.… Continue Reading

Mutual Fund Risk Classification Methodology Amendments to come into force March 8, 2017

Posted in Investment Funds, Securities Regulatory Authorities
Commencing March 8, 2017, new rules relating to the risk classification of conventional mutual funds and exchange-traded funds (collectively, mutual funds) will come into force. The new rules will primarily involve amendments to National Instrument 81-102 Investment Funds (NI 81-102), but will also involve consequential amendments to National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI… Continue Reading

CSA Provides Results of Survey Reviewing Types of Representative Incentives

Posted in Securities Regulatory Authorities
On December 15, 2016, the Canadian Securities Administrators (CSA) published CSA Staff Notice 33-318 Review of Practices Firms Use to Compensate and Provide Incentives to their Representatives (Notice) summarizing the results of a survey conducted in 2014 that gathered information relating to compensation arrangements and incentive practices that firms use to motivate their representatives (Survey).… Continue Reading

U.S. Federal Prosecutors Achieve Resounding Victory in Tipping Case

Posted in Continuous & Timely Disclosure, Securities Regulatory Authorities
Last 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

ASC Provides Disclosure Guidance for 2017

Posted in Continuous & Timely Disclosure, Securities Regulatory Authorities
In 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

Women on boards: Alberta adopts new disclosure requirements

Posted in Corporate Governance, Directors & Officers, Securities Regulatory Authorities
Disclosure requirements regarding the representation of women on boards and in senior management adopted in Alberta The Adoption On December 15, 2016 the Alberta Securities Commission (ASC) adopted amendments to National Instrument 58-101 Disclosure of Corporate Governance Practices (NI 58-101) and Form 58-101F1 Corporate Governance Disclosure (together with NI 58-101, Amendments).  The Amendments will come… Continue Reading

The SEC’s Proposed Amendments regarding the Use of Universal Proxies

Posted in Contested Situations, Corporate Governance, Securities Regulatory Authorities
In today’s marketplace, most shareholder voting is done by way of proxy. Few shareholders choose to attend shareholder meetings in person. Under the current rules of the U.S. Securities and Exchange Commission (SEC), shareholders who attend meetings in person typically receive a universal ballot, which allows shareholders to choose from a complete list of all… Continue Reading

CSA Introduces Updated Cyber Security Guidance

Posted in Securities Registration & Registrants, Securities Regulatory Authorities
In light of the growing risk of cyberattacks on issuers, registrants and regulated entities (Market Participants), the Canadian Securities Administrators (CSA) recently published CSA Staff Notice 11-332 Cyber Security (Staff Notice) providing guidance to Market Participants on the subject. Cybersecurity a Priority Area for the CSA The Staff Notice identifies cybersecurity as a priority for… Continue Reading

New Crowdfunding Prospectus Exemption in Alberta

Posted in Crowdfunding, Securities Regulatory Authorities
On October 31, 2016, the Alberta Securities Commission (ASC) adopted Multilateral Instrument 45-108 Crowdfunding (MI 45-108) which will allow small or medium sized businesses (Target Businesses) to raise more capital through crowdfunding offerings across multiple jurisdictions in Canada than is possible under ASC Rule 45-517 Prospectus Exemption for Start-up Businesses (ASC Rule 45-517) which was… Continue Reading

OSC Unveils LaunchPad to Support Fintech Businesses

Posted in FinTech, Securities Regulatory Authorities
The Ontario Securities Commission (OSC) announced today its new initiative, OSC LaunchPad, described as the first dedicated team by a securities regulator in Canada to help fintech businesses navigate securities law requirements and accelerate time-to-market. OSC LaunchPad will provide direct support to eligible new and early-stage fintech businesses through meetings with the OSC LaunchPad team… Continue Reading

Results of Gender Diversity and Term Limit Disclosure Review Released

Posted in Continuous & Timely Disclosure, Corporate Governance, Securities Regulatory Authorities
Securities 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

Crowdfunding Prospectus Exemptions for B.C. Issuers

Posted in Crowdfunding, Securities Regulatory Authorities
On May 6, 2016, the B.C. Securities Commission (Commission) adopted BC Instrument 72-505 Exemption from prospectus requirement for crowdfunding distributions to purchasers outside British Columbia (BCI 72-505).  BCI 72-505 creates an exemption from the prospectus requirement for B.C. issuers that distribute securities to purchasers resident outside of B.C. using Multilateral Instrument 45-108 Crowdfunding (MI 45-108),… Continue Reading

The AMF Decides Not to Offer Financial Compensation to Whistleblowers

Posted in Corporate Governance, Securities Regulatory Authorities
On February 18, 2016, the Autorité des marchés financiers (AMF) announced that it will not offer financial rewards to whistleblowers who report violations of the laws administered by the AMF. This decision follows careful analysis of the measures implemented by the regulatory organizations of other jurisdictions. The AMF determined that financial rewards were not an… Continue Reading

CSA Propose to Significantly Increase Obligations of Registrants in Canada

Posted in Continuous & Timely Disclosure, Corporate Governance, Securities Regulatory Authorities
The 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

Canadian Securities Administrators Implement Harmonized Report of Exempt Distribution

Posted in Corporate Finance, Investment Funds, Public Offering, Securities Regulatory Authorities
On 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

Women’s roles on boards and in executive officer positions – Canadian Disclosure Regime

Posted in Continuous & Timely Disclosure, Securities Regulatory Authorities
Women’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

The OSC sharpens its enforcement teeth

Posted in Securities Litigation, Securities Regulatory Authorities, Stock Exchanges
The enforcement efforts of the Ontario Securities Commission (OSC), the regulator that administers and enforces compliance with the provisions of the Securities Act (Ontario) and the Commodity Futures Act (Ontario), have had mixed success— at best. With a mandate to protect investors and ensure fair and efficient capital markets through monitoring compliance and enforcement measures… Continue Reading

CSA Adopt Changes to Early Warning Rules but Maintain 10% Reporting Threshold

Posted in Contested Situations, Continuous & Timely Disclosure, Derivatives, Securities Regulatory Authorities
On February 25, 2016, the Canadian Securities Administrators (CSA) announced the adoption of new rules enhancing the reporting requirements relating to the early warning reporting system. The new rules are expected to come into force on May 9, 2016. The original proposals were published on March 14, 2013 (see our April 9, 2013 publication Canadian Securities… Continue Reading

Time will tell if the timing’s right: CSA adopt the most sweeping changes to the Canadian take-over bid regime in a generation

Posted in Contested Situations, Mergers & Acquisitions, Securities Regulatory Authorities
On February 25, 2016, the CSA released the final version of the long-awaited changes to the Canadian take-over bid regime.  While the final rules are largely in line with the proposal that was released for comment almost a year ago, it is notable that the statutory minimum bid period has been shortened from 120 days… Continue Reading

OSC Issues Recommendations on Insider Reporting

Posted in Securities Regulatory Authorities
On February 19, 2016, the Ontario Securities Commission (OSC) published OSC Staff Notice 51-726 Report on Staff’s Review of Insider Reporting and User Guides for Insiders and Issuers (OSC Staff Notice 51-726). Background OSC staff conducted a review of insider reporting and insider trading policies of 100 reporting issuers.  On average, each reporting issuer that… Continue Reading

Ontario Securities Commission Proposes Whistleblower Program

Posted in Continuous & Timely Disclosure, Corporate Governance, Directors & Officers, Securities Regulatory Authorities
The 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

Proposed Amendments to Derivatives Data Reporting

Posted in Derivatives, Securities Regulatory Authorities
The Ontario Securities Commission (OSC) has proposed amendments to OSC Rule 91-507 Trade Repositories and Derivatives Data Reporting (OSC 91-507).   Among other matters, the proposed amendments to OSC 91-507: Eliminate the derivatives data reporting obligations if (a) the transaction is between affiliated companies; (b) each counterparty is a  local counterparty; and (3)  none of the… Continue Reading

Is it Really Just a Matter of Time? The Canadian Oil Sands Board is Given More Time to Find an Alternative, but its Recommendation may be its Greatest Bargaining Chip

Posted in Contested Situations, Securities Regulatory Authorities
Most of the recent headlines concerning the unsolicited takeover bid by Suncor Energy Inc. (Suncor) for Canadian Oil Sands Ltd. (COS) surround the decision of the Alberta Securities Commission (ASC) to allow COS’s tactical shareholder rights plan to remain in place until January 4, 2016.  While that decision is noteworthy on its own, what may… Continue Reading

Comprehensive Crowdfunding Rules Published in Final Form

Posted in Crowdfunding, Law & Enforcement, Securities, Securities Regulatory Authorities
On November 5, 2015 securities regulatory authorities in Manitoba, Ontario, Quebec, New Brunswick and Nova Scotia (Participating Jurisdictions) published in final form the long awaited crowdfunding regime: Multilateral Instrument 45-108 Crowdfunding (Crowdfunding Regime) which includes a crowdfunding prospectus exemption (Crowdfunding Exemption) and a registration framework for funding portals. The Crowdfunding Regime is set to come into… Continue Reading