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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Ontario Securities Commission and CoinLaunch Settle Regarding Unregistered Activities

Posted in Securities
On July 24, 2019, the Ontario Securities Commission (the “OSC”) approved a settlement agreement with CoinLaunch Corp. (“CoinLaunch”), a provider of various ICO-related services in the crypto industry. Following an investigation by the OSC, it was determined that CoinLaunch engaged in and held itself out as engaging in the business of trading in securities, without… Continue Reading

Alive and Kik-ing: Kik Interactive Faces SEC Action but Vows to Fight Back

Posted in Crowdfunding, Public Offering, Securities, Securities Regulatory Authorities
On June 4, 2019, the US Securities and Exchange Commission (SEC) sued Kik Interactive Inc. (Kik), a privately-held Canadian corporation based in Waterloo, Ontario, for conducting an unregistered securities offering of its digital token “Kin” in violation of section 5 of the Securities Act of 1933. The SEC is seeking a permanent injunction, disgorgement of… Continue Reading

IIROC Provides Guidance on Soliciting Dealer Arrangements

Posted in Corporate Governance, Elections of Directors, Mergers & Acquisitions, Proxy Voting, Securities, Shareholder Meeting
Since it costs a lot to win, and even more to lose, You and me bound to spend some time wondering what to choose. Deal – The Grateful Dead IIROC recently published guidance regarding managing conflicts of interest arising from soliciting dealer arrangements. The guidance elaborates on existing conflict of interest rules in the context… Continue Reading

OSC Update re: Suppression of Terrorism Notice

Posted in Securities, Securities Registration & Registrants
On June 5, 2019, the Ontario Securities Commission (the OSC) sent out a notice by means of a broadcast e-mail (the Notice) with respect to certain amendments regarding the suppression of terrorism or Canadian sanctions (STCS) applicable to all registered firms, exempt dealers and exempt advisers (each a Firm). Under Canadian federal law, Firms are… Continue Reading

Think Before You Send: The Legal Risks of Emails and Text Messages from Personal Accounts

Posted in Access to information, Securities, Shareholder Meeting
If the Hillary Clinton email scandal wasn’t a clear enough lesson that one should not conduct “official” work using personal electronic communication tools (be it personal email, texts or other methods), a number of recent court decisions have required executives to produce communications from their personal accounts and devices. Executives and advisors should not assume… Continue Reading

Weeding-out a Lack of Disclosure

Posted in Securities, Securities Regulatory Authorities
On 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

The Supreme Court of Canada Green Lights National Securities Regulatory Regime–Who Will Drive Ahead?

Posted in Securities, Securities Regulatory Authorities
The 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

How much do you know about Cryptoassets?

Posted in Securities, Securities Regulatory Authorities
On 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

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