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by an announcement on January 4, 2018 by Jeff Sessions, Attorney General of the United States, which expressly rescinded previous nationwide guidance from… Continue Reading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 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 Andrea Kruyne on Posted in Stock ExchangesOn December 18, 2017, the Toronto Stock Exchange (TSX) and the TSX Venture Exchange (TSXV, together with the TSX, the TMX Exchanges) introduced electronic versions of TSX Form 4 and TSXV Form 2A Personal Information Form and the related TSX Form 4B and TSXV Form 2C1 Declaration (the Electronic Documents). Individuals are now able to… Continue Reading
By Neil Wiener on Posted in Stock ExchangesOn October 19, 2017, the Toronto Stock Exchange (TSX) announced that it had adopted two sets of amendments to the TSX Company Manual after a lengthy consultative process — see our earlier posts of June 4, 2016 and May 5, 2017. In short, the amendments relate to disclosure requirements for security-based compensation arrangements such as stock option plans… Continue Reading
By Neil Wiener on Posted in Stock ExchangesOn October 16, 2017, the Toronto Stock Exchange (TSX) issued Staff Notice 2017-0009 regarding listed companies engaged in the marijuana business, whether directly or indirectly, in the United States. At the same time, the TSX Venture Exchange (TSXV) issued a Notice to Issuers virtually identical to the TSX Staff Notice. It is well-known that recreational cannabis has been… Continue Reading
By Leslie Greey and Caitlin Sabetti on Posted in Corporate Governance,Stock ExchangesInvestor Protection & Dual Class Share Structures The recent initial public offerings (IPOs) of major players in the Canadian market, including Aritzia in September 2016, Freshii in January 2017 and Canada Goose in March 2017, have sparked debate about the use of dual class share structures and whether regulatory reform is necessary in order to… Continue Reading
By Jeremy Mandel on Posted in Continuous & Timely Disclosure,Stock ExchangesIn late May 2016, the TSX proposed amendments to the TSX Company Manual (Initial Proposal), most notably in Part IV, which contains the requirements for maintaining a listing. In our earlier post, we provided an overview of the Initial Proposal, which was to introduce a requirement for certain corporate documents to be disclosed, and publicly… Continue Reading
By Markus Liik on Posted in Securities Regulatory Authorities,Stock ExchangesIn their latest effort to adapt Canadian capital markets to the reality of high-frequency trading (HFT), the Canadian Securities Administrators (CSA) approved amendments to National Instrument 23-101 Trading Rules and its Companion Policy, that came into force in Ontario on April 10, 2017. Following the capping of active trading fees on Canadian exchanges to regulate… Continue Reading
By John Sabetti on Posted in Continuous & Timely Disclosure,Securities Regulatory Authorities,Stock ExchangesOn April 6,2017, the Canadian Securities Administrators (CSA) released CSA Consultation Paper 51-404 Considerations for Reducing Regulatory Burden for Non-Investment Fund Reporting Issuers (Consultation Paper 51-404). The purpose of Consultation Paper 51-404 is to consider certain legal requirements where the CSA believes there may be ways to reduce the costs and burdens of regulatory requirements… Continue Reading
By Ron Tarter on Posted in Stock ExchangesAmendments to TSXV Corporate Finance Policy 5.2 – Changes of Business and Reverse Takeovers On December 15, 2016, the TSX Venture Exchange (Exchange) published amended Policy 5.2 of the TSX Venture Exchange Corporate Finance Manual (Policy 5.2), which formalized its March 2015 guidance (March 2015 Guidance) on the specific circumstances where the Exchange may waive… Continue Reading
By Ryan Mapa on Posted in Stock ExchangesOn October 11, 2016, the Toronto Stock Exchange (TSX) provided guidance with respect to pricing a prospectus offering or private placement where there is undisclosed material information. The TSX provided the following guidance: While reviewing the price at which securities are issued from treasury for financings, the TSX will factor in trading activity, liquidity and… Continue Reading
By Steve Saville, Samuel Li and Michael Hobkirk on Posted in Corporate Governance,Proxy Voting,Stock ExchangesInstitutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis) have both released updates to their Canadian proxy voting recommendation guidelines for the 2017 proxy season. The following summary outlines the significant changes made by ISS (ISS Policy Updates) and Glass Lewis (Glass Lewis Guideline Updates) to their respective Canadian proxy advisory guidelines. ISS… Continue Reading
By Valerie Eisen on Posted in Stock ExchangesOn November 1, 2016, the TSX Venture Exchange (Exchange) updated previous bulletins with regard to the adoption of four letter root symbols as stock tickers symbols. After obtaining regulatory approval for the amendments, the Exchange has now implemented amended Policy 5.8, which allows the Exchange to accommodate trading of four letter symbols. The following amendments… Continue Reading
By Dana Gregoire on Posted in Corporate Governance,Directors & Officers,Elections of Directors,Stock ExchangesBill C-25: Major changes proposed to director elections and other governance matters for CBCA reporting issuers On September 28, 2016, the federal Minister of Innovation, Science and Economic Development introduced Bill C-25, An Act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act, and the Competition Act. Bill… Continue Reading
By Tracey M. Cohen, Q.C., Blair Horn and Samuel Li on Posted in Contested Situations,Stock ExchangesAs a follow up to our previous post “Time will tell if the timing’s right: CSA adopt the most sweeping changes to the Canadian take-over bid regime in a generation” we are reporting on the first hostile take-over bid of a Canadian reporting issuer launched under the new rules that came into effect on May… Continue Reading
By Justine Connors on Posted in Continuous & Timely Disclosure,Stock ExchangesAt the end of May 2016, the TSX published for comment proposed amendments to the TSX Company Manual (Company Manual) 1) introducing website disclosure requirements for TSX-listed issuers; and 2) amending disclosure requirements regarding securities-based compensation arrangements (Arrangement) including the introduction of Form 15 – Disclosure of Security-Based Compensation Arrangements. Website disclosure The TSX is… Continue Reading
By Norm Keith on Posted in Securities Litigation,Securities Regulatory Authorities,Stock ExchangesThe 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
By Samuel Li and Paul Fornazzari on Posted in Corporate Finance,Public Offering,Stock ExchangesThe various Canadian regulatory authorities recently overhauled how prospectus exempt rights offerings are to be conducted going forward, including allowing for larger financings to be completed in a shorter time frame with less extensive offering documents. As a result of these amendments (Amendments) which came into force on December 8, 2015, reporting issuers in Canada… Continue Reading
By Barinder Sidhu, Sandra Malcolm, Steve Saville and Sarah Gingrich on Posted in Corporate Finance,Public Offering,Stock ExchangesRetail investors in British Columbia, Alberta, Saskatchewan, Manitoba and New Brunswick (Participating Jurisdictions) now have a new option by which they can participate in private placements. The securities regulators in the Participating Jurisdictions have adopted a prospectus exemption (Exemption) that allows issuers listed on a Canadian exchange to raise money by distributing securities to retail… Continue Reading
By Tracy L. Hooey on Posted in Continuous & Timely Disclosure,Investment Funds,Stock ExchangesThe Toronto Stock Exchange (TSX) announced amendments to the TSX Company Manual (Amendments) effective September 17, 2015 relating to the listing of Exchanged Traded Products, Closed-End Funds and Structured Products, as defined in the Amendments. Proposed Amendments were first published on January 15, 2015. Nine commentators (including Fasken Martineau DuMoulin LLP) provided comments. A summary… Continue Reading
By Samuel Li on Posted in Corporate Finance,Public Offering,Stock ExchangesOn April 16, 2015, the securities regulators in British Columbia, New Brunswick and Saskatchewan published for comment Multilateral CSA Notice 45-315 – Proposed Prospectus Exemption for Certain Distributions through an Investment Dealer whereby the regulators proposed a new prospectus exemption that, if approved, would greatly increase the potential private placement investor base for a listed… Continue Reading
By Myroslav Chwaluk on Posted in Corporate Finance,Mergers & Acquisitions,Stock ExchangesOn May 21, 2015, the TSX announced one set of amendments and one request for comment on proposed amendments to the TSX Company Manual (Manual), both respecting physical certificate requirements for securities. The amendments should not have a noticeable impact for many listed issuers or industry participants, but they do highlight a few trends to… Continue Reading
By Tracy L. Hooey on Posted in Continuous & Timely Disclosure,Investment Funds,Securities,Stock ExchangesOn January 15, 2015, the Toronto Stock Exchange (TSX) published for comment proposed amendments to the TSX Company Manual which would introduce listing requirements for non-corporate entities, such as exchange-traded products, closed-end funds and structured products, as those terms are defined in the proposed amendments. The proposed amendments address the following, among other matters: minimum… Continue Reading
