Timely Disclosure

Timely Disclosure

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

Category Archives: Securities

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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

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

CSA Prohibits Sale of Binary Options

Posted in Derivatives, Securities
On September 28, 2017, the securities regulatory authorities in all Canadian jurisdictions, other than British Columbia (CSA), issued CSA Multilateral Notice of Multilateral Instrument 91-102 Prohibition of Binary Options and Related Companion Policy (Instrument) in response to an increased number of complaints received relating to the marketing of binary options. Subject to the necessary approvals,… Continue Reading

Hostile Plan of Arrangement Application to be Heard in Alberta 

Posted in Contested Situations, Corporate Governance, Mergers & Acquisitions, Securities, Securities Litigation
On March 7, 2017, 1891868 Alberta Ltd., a wholly-owned indirect subsidiary of Sprott Inc. (Sprott, and together with its wholly-owned subsidiaries, Sprott Group), filed an originating application (Application) in the Court of Queen’s Bench of Alberta (Court) for an order approving a proposed plan of arrangement (Arrangement) with Central Fund of Canada Limited (Target), Sprott… 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

The CSA’s Continuous Disclosure Review Program

Posted in Continuous & Timely Disclosure, Securities
On July 27, 2017, the Canadian Securities Administrators (CSA) announced in CSA Staff Notice 51-351 Continuous Disclosure Review Program Activities for the fiscal year ended March 31, 2017 that a CSA Staff Notice detailing the results of the continuous disclosure review program (CD Review Program) will be published every two years instead of annually. As… 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

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

Court of Appeal Exonerates Daniel Pharand by Revoking a Voluntary Settlement Agreement Made With the AMF

Posted in Law & Enforcement, Securities, Securities Regulatory Authorities
On March 27, 2017, for the first time in Canadian history, an appellate Court revoked a voluntary settlement made between an individual and a securities regulator. Agreeing with the grounds for appeal raised in Mr. Daniel Pharand’s notice of appeal and in view of the Court of Appeal’s decision to grant leave to appeal to… Continue Reading

IIROC Proposes Additional Changes to the Dealer Member Plain Language Rule Book

Posted in Securities, Securities Regulatory Authorities
On March 9, 2017, the Investment Industry Regulatory Organization of Canada (IIROC) published IIROC Notice 17-0054 – Re-Publication of Proposed IIROC Dealer Member Plain Language Rule Book (the Notice), which republished for comment, the proposed Dealer Member Plain Language Rule Book (the proposed DMPL Rule Book). The beginnings of the proposed DMPL Rule Book originate… Continue Reading

Nouveaux changements proposés au Manuel de réglementation en langage simple des courtiers membres de l’OCRCVM

Posted in Securities, Securities Regulatory Authorities
Le 9 mars 2017, l’Organisme canadien de réglementation du commerce des valeurs mobilières (l’« OCRCVM ») a publié l’Avis de l’OCRCVM 17-0054 – Nouvelle publication du projet de Manuel de réglementation en langage simple des courtiers membres de l’OCRCVM (l’Avis), publiant une nouvelle fois le projet de Manuel de réglementation en langage simple des courtiers membres (le « projet de Manuel… Continue Reading

Rights Offering Prospectus Exemption – Warning for Reporting Issuers

Posted in Securities, Securities Registration & Registrants, Securities Regulatory Authorities
On January 12, 2017, the Canadian Securities Administrators (CSA) published Multilateral CSA Staff Notice 45-322 Potential Concerns with the Structure of Rights Offerings. The notice, issued on behalf of the securities regulators in Ontario, Quebec, Saskatchewan, Manitoba and Alberta, is a warning to issuers who may be perceived as taking improper advantage of the rights… Continue Reading

Alberta Securities Commission to Introduce Participation Fee Model for Reporting Issuers

Posted in Corporate Finance, Securities
On 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

Clarity for Issuers on Securities Class Actions Issues from Supreme Court of Canada

Posted in Corporate Governance, Securities
On December 4, 2015, the Supreme Court of Canada issued its much-anticipated decisions in CIBC v. Green (“CIBC”), IMAX v. Silver (“IMAX”), and Celestica v. Millwright Regional Council of Ontario Pension Trust Fund (“Celestica”), dismissing the appeals in CIBC and IMAX, in part, and allowing the appeal in Celestica.  Accordingly, only the cases against CIBC… Continue Reading

Higher Taxes for Senior Executives and Stock Options in Canada

Posted in Continuous & Timely Disclosure, Securities
Senior executives in Canada will pay higher taxes when the new federal government implements the Liberal campaign platform. The platform calls for the federal personal income tax rate to be reduced for taxable income between $44,701 and $89,400 and to be increased for taxable income over $200,000.  After adding provincial tax, the top combined personal… Continue Reading

Alberta and Nunavut Propose Exemption for Start-Up Companies

Posted in Corporate Finance, Mergers & Acquisitions, Securities
On 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

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

OSC Introduces Offering Memorandum Prospectus Exemption

Posted in Corporate Finance, Mergers & Acquisitions, Securities, Securities Regulatory Authorities
In 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