Timely Disclosure

Timely Disclosure

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

Tag Archives: Canadian Securities Administrators

The New Liquid Alt Funds Regime – and some changes for conventional mutual funds and closed-end funds

Posted in Investment Funds
On October 4, 2018, the Canadian securities administrators published the final version of the amendments that will create a new regime for liquid alternative mutual funds (alt funds). The regime will come into effect on January 3, 2019 and could provide retail investors with greater access to alternative investment strategies, including leveraged and market neutral… Continue Reading

5 things you should know about the latest CSA staff review on gender diversity

Posted in Corporate Governance, Directors & Officers, Elections of Directors
It’s fall, which means it’s time for the annual Canadian Securities Administrators staff review of disclosure made by public companies under Form 58-101F1 Corporate Governance Disclosure, particularly as it relates to gender diversity among corporate leadership. The 2018 review is the fourth such annual review, with previous reviews having been published in 2015, 2016, and… Continue Reading

CSA Amends Requirements for Reporting Exempt Distributions

Posted in Securities Regulatory Authorities
The Canadian Securities Administrators (CSA) published amendments (Amendments) to National Instrument 45-106 Prospectus Exemptions and CSA Staff Notice 45-308 Guidance for Preparing and Filing Reports of Exempt Distribution under 45-106 to change the information required within Form 45-106F1 Report of Exempt Distribution (Report). The Amendments provide more flexibility regarding the certification requirement, streamline the information… Continue Reading

Reducing Regulatory Burden for Investment Fund Issuers

Posted in Investment Funds, Securities Regulatory Authorities
On May 24, 2018, the Canadian Securities Administrators (CSA) released CSA Staff Notice 81-329 Reducing Regulatory Burden for Investment Fund Issuers, which outlines the CSA’s plan to implement four near-term initiatives to lessen the regulatory burden on investment fund issuers. Specifically, CSA staff will undertake to: (i) remove redundant information in disclosure documents; (ii) use… 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

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

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

Update on Use of the Rights Offering Exemption

Posted in Securities Regulatory Authorities
On April 20, 2017, the Canadian Securities Administrators (CSA) released Staff Notice 45-323 (Notice). The Notice provided an update on the use of the rights offering exemption available to reporting issuers (Exemption) under section 2.1 of National Instrument 45-106 Prospectus Exemptions, as of December 31, 2016, approximately one year after it was adopted in its… Continue Reading

Securities Regulators to IIROC: Get Tougher!

Posted in Securities Registration & Registrants, Securities Regulatory Authorities
The Canadian Securities Administrators (CSA) have demanded that the Investment Industry Regulatory Organization of Canada (IIROC) boost business conduct compliance activities after the CSA noted serious deficiencies in multiple consecutive oversight reviews. In an Oversight Review Report on IIROC published July 4, 2017 (Report), CSA flagged ‘Business Conduct Compliance’ as a high priority area requiring… Continue Reading

New Themes and Direction Resulting from CSA Consultation Paper 33-404

Posted in Securities Regulatory Authorities
  On May 11, 2017, the Canadian Securities Administrators (CSA) published CSA Staff Notice 33-319 Status Report on CSA Consultation Paper 33-404 Proposals to Enhance the Obligations of Advisers, Dealers, and Representatives Toward Their Clients (Notice). The Notice provides a high level summary of the consultation process to date regarding CSA Consultation Paper 33-404 Proposals… 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

Canadian Securities Administrators Publish 2016 Enforcement Report

Posted in Securities Regulatory Authorities
The Canadian Securities Administrators have published their 2016 Enforcement Report (Report) describing the securities law enforcement process and analyzing enforcement results from 2016. The Report discusses a variety of enforcement matters, including number and type of proceedings commenced and results of enforcement proceedings. A subset of the Report’s findings include: There were 109 enforcement matters… Continue Reading

The CSA Move Forward on Consultations Regarding the Discontinuation of Embedded Commissions

Posted in Investment Funds, Securities Regulatory Authorities
On January 10, 2017, the Canadian Securities Administrators (CSA) issued for comment CSA Consultation Paper 81-408 – Consultation on the Option of Discontinuing Embedded Commissions (the Consultation Paper) for a 150-day comment period. The Consultation Paper presents for discussion, the CSA’s position regarding the effects of sales of investment fund securities or structured notes through… 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

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

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