Timely Disclosure

Timely Disclosure

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

Tag Archives: Canada

Bill C-25 and its Amendments to the CBCA: A Legislative Tortoise Approaches a Finish Line

Posted in Corporate Governance, Directors & Officers, Elections of Directors
Bill C-25 is a federal government bill that would, if adopted, introduce sweeping changes to the corporate governance regime for reporting issuers incorporated under the Canada Business Corporations Act (CBCA). Like the proverbial tortoise, the bill has moved unhurriedly through the legislative process, in part due to several changes made to the bill since our… Continue Reading

Hostile Bids on Ice: Canadian Hostile Bid Activity Trends Substantially Lower

Posted in Contested Situations
In May 2016, sweeping changes to the Canadian take-over bid regime came into effect.  The stated purpose of the new rules included the goal of rebalancing the dynamics between hostile bidders and target boards by extending the minimum bid period to 105 days, and mandating a 50% mandatory minimum tender condition and a ten-day extension… 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by an announcement on January 4, 2018 by Jeff Sessions, Attorney General of the United States, which expressly rescinded previous nationwide guidance from… Continue Reading

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

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

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

Government Access to Information – Part 1

Posted in Access to information, Freedom of information
Part 1: Canadian Government – Access to Information Co-authored by Gianrico DePasquale and Roseanna Dat. This is the first part of our series reporting on the potential for companies to seek access to information about business competitors held by governments in Canada and the United States. In Canada, businesses that interact with Government Institutions as… Continue Reading

American Bar Association Publishes Canadian Private Target Mergers and Acquisitions Deal Points Study

Posted in Mergers & Acquisitions
The American Bar Association has published its Canadian Private Target Mergers & Acquisitions Deal Point Study[1] (Study) analyzing transactions that involved Canadian private targets that were acquired or sold by public companies in 2014 and 2015. The Study included a sample of 101 transactions and excluded transactions with a value less than C$5 million, transactions… Continue Reading

Fasken Martineau Publishes Directors’ Handbook for Shareholder Activism

Posted in Corporate Governance, Directors & Officers
Canada has proven to provide fertile ground for shareholders activism, in part due to a regulatory landscape that could be viewed as more shareholder friendly than some other jurisdictions. As a result, it is perhaps not surprising that activists have achieved significant success in Canada in recent years. It is apparent that shareholder activism is… Continue Reading

Canadianization of American Agreements

Posted in Cross-Border
In light of recent events, it appears that our American friends are taking a greater interest in Canada. The following is a description of some issues that may arise in connection with US agreements being “Canadianized” for use in Canada. Due to the complexity surrounding these issues, and other issues that may arise in connection… 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