OVERVIEW
The following updates are intended to give you a summary of recent developments in securities laws in Ontario and the rest of Canada. Please let us know if there are any topics of interest to you and we will do our best to make sure we discuss them in upcoming updates. We hope that you find the information provided useful and we look forward to helping your business grow.
2022
JANUARY 11
Modifications To Canada's Special Access Program: Implications On Medical Access To Amphetamines, Psilocybin, LSD and More
On January 5, 2022 the Canadian Government amended the Food and Drug Regulations to allow healthcare practitioners to apply, on a case-by-case basis, to the Minister of Health (the "Minister") for special access to a certain class of "restricted drugs" including amphetamines, psilocybin and lysergic acid diethylamide (LSD). Further, the January 5, 2022 amendments simplify the framework of regulation over all forms of cocaine in Canada, thereby reducing complexity for stakeholders applying to conduct activities with cocaine (e.g. research).
Lawyers:
Areas & Expertise:
2021
DECEMBER 13
TSX Venture Exchange Announces Amendments to Security-Based Compensation Policies
On November 24, 2021, the TSX Venture Exchange ("TSXV" or the "Exchange") published a bulletin outlining a number of amendments made to TSXV Policy 4.4 — Incentive Stock Options (the "Former Policy"). The amendments (the "New Policy") came into effect the same day the bulletin was published.
Some of the most significant changes made to the Former Policy include:
- The expansion of more than one type of security-based compensation;
- Additional categories of security-based compensation plans;
- The introduction of effective compensation tools to advance the interests and flexibility of issuers; and
- Permission of the exercise of stock options on a "cashless" and "net exercise" basis.
Lawyers:
Areas & Expertise:
DECEMBER 08
Temporary Exemptions from Certain Base Shelf Requirements
Certain large issuers may soon be able to file a final base shelf prospectus without first filing a preliminary one. On December 6, 2021 the Canadian Securities Administrators ("CSA") published temporary exemptions from certain base shelf prospectus requirements for qualifying issuers. The exemptions, which go into effect on January 4, 2022, only capture large reporting issuers, termed "well-known seasoned issuers" ("WKSIs").
Lawyers:
Areas & Expertise:
DECEMBER 07
Client Focused Reforms: Upcoming Deadline
As of December 31, 2021, certain amendments to National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (the "Rule") and its Companion Policy, known as the Client Focused Reforms ("CFRs") are coming into force.
Lawyers:
Areas & Expertise:
OCTOBER 26
DeFi - Risks, Regulations, and What's to Come
Crypto-assets, which are forms of digital currency that operate on a decentralized network, are known to be theoretically immune to government interference and manipulation, as these digital assets operate on systems that are "decentralized". This concept of decentralized control runs antithesis to traditional financial systems, which rely on the use of centralized intermediaries. Unlike traditional currency, crypto-assets can be transferred from peer to peer, without the need to be relinquished to an intermediary party, such as a bank or a government.
Lawyers:
Areas & Expertise:
OCTOBER 20
CSA Publishes Proposed Climate-Related Disclosure Requirements
Investor demand for climate-related disclosure, as well as information provided by public companies, has grown dramatically in recent years. This has resulted in incomplete or inconsistent climate-related disclosure. In light of this, on October 18, 2021 the Canadian Securities Administrators ("CSA") published the proposed National Instrument 51-107 Disclosure of Climate-related Matters (the "Proposed Instrument") and its companion policy for a 90-day comment period. The Proposed Instrument would introduce disclosure requirements regarding climate-related matters for reporting issuers. This article summarizes the main components of the Proposed Instrument.
Lawyers:
Areas & Expertise:
OCTOBER 14
Modernizing Ontario's Capital Markets: What You Need to Know
The Ontario Government has released the Capital Markets Act (the "CMA") — a draft legislation that intends to modernize the legislative and regulatory framework of Ontario's capital markets, and further enhance the province's position as a globally competitive capital markets jurisdiction. If passed by the Legislative Assembly of Ontario, the CMA will replace both the Securities Act and the Commodity Futures Act in Ontario.
Lawyers:
Areas & Expertise:
2020
DECEMBER 01
COVID-19: The Shift to a More "Flexible" Securities Market
COVID-19: The Shift to a More "Flexible" Securities Market", published in the TLA Journal discusses the different approaches taken in response to COVID-19 that can help market participants be more prepared the next time an "unprecedented event" arises.
Lawyers:
Areas & Expertise:
JULY 14
10 Considerations Special Committees Should Address in A Going Private Transaction
Public issuers may choose to go private for several reasons. Among those most common may include the desire to minimize the time and costs affiliated with being a reporting issuer (audit, legal, transfer agent, stock exchange), the potential for greater fundraising activities, and the ability to close transactions faster. We have prepared this article to summarize ten (10) considerations that issuers, directors and special committee members should turn their minds to during a going private transaction.
Lawyers:
Areas & Expertise:
JUNE 08
CSA Announces Amendments to Regulatory Framework for at-the-Market Distributions
On June 4, 2020, as part of its effort to reduce the regulatory burden, the Canadian Securities Administrators (the "CSA") announced amendments coming into effect on August 31, 2020 (the "Amendments") to the regulatory framework for at-the-market ("ATM")distributions. Among other things, the Amendments will eliminate the requirement to obtain exemptive relief from securities regulatory authorities and will streamline the process for conducting an ATM distribution.
Lawyers:
Areas & Expertise:
MAY 13
Recap of the OSC's Seminar: COVID-19 - Continuous Disclosure Obligations and Considerations for SMEs
The Ontario Securities Commission (the "OSC") hosted a presentation entitled "Continuous Disclosure Obligations and Considerations for Small and Medium Enterprises" ("SMEs") on May 6, 2020 (the "Presentation"). The purpose of this article is to summarize some of the key points discussed during the Presentation, with a particular focus on management's discussion and analysis ("MD&A"), financial information, material change reports ("MCRs") and temporary relief for executive compensation disclosure.
Lawyers:
Areas & Expertise:
APRIL 22
Get a Head Start - Avoid Prospectus Approval Delays by Pre-Filing a Prospectus on a Confidential Basis
On March 5, 2020 the Canadian Securities Administrators (the "CSA") introduced a harmonized process for full reviews of prospectuses on a confidential pre-filing basis for non-investment issuers (the "Pre-File Process"). The concept of pre-filing a prospectus for comment is not new, however it was previously applied inconsistently by the various regulators. This prompted the CSA to respond by releasing its Staff Notice 43-310 Confidential Pre-File Review of Prospectuses (for non-investment fund issuers) (the "Staff Notice") to help harmonize the pre-filing process, and to help issuers obtain more certainty and flexibility in prospectus offerings.
Lawyers:
Areas & Expertise:
APRIL 15
TSXV Announces Temporary Relief of $0.05 Minimum Pricing Requirement
Pursuant to a bulletin issued on April 8, 2020, the TSX Venture Exchange ("TSXV") implemented further temporary relief measures (the "Temporary Relief") in response to the COVID-19 pandemic, regarding its $0.05 minimum pricing requirement.
Lawyers:
Areas & Expertise:
APRIL 03
Canadian Securities Regulators and TSX Publish Details of Blanket Relief; Extension of AGM Deadlines Under Business Corporations Act (Ontario)
MARCH 23
COVID-19 and Shareholder Meetings: Now What?
We have received several inquiries from clients asking for guidance regarding their shareholders meetings in light of the rapidly evolving novel coronavirus pandemic and the need to socially distance ourselves. With the AGM meeting season upon us, this article seeks to provide information relating to (i) the options available for holding AGMs in light of the COVID-19 concerns and (ii) the procedures to be followed in the event that an issuer decides to change the date, time or location of its in-person AGM due to COVID-19.
Lawyers:
Areas & Expertise:
MARCH 19
The CSA to Grant Temporary (45-Day) Relief for Some Regulatory Filings Due to COVID-19
This article highlights some of the key points around the CSA's 45-day extension and what issuers and other capital market participants need to know with respect to regulatory filings due to COVID-19.
Lawyers:
Areas & Expertise:
MARCH 10
Are You Properly Relying on The Private Issuer Exemption To Issue Shares or Other Securities?
Many private issuers incorrectly assume that because they are non-distributing companies (i.e. not public), securities laws do not apply to them. This is an incorrect assumption that could result in issuers unknowingly acting contrary to securities laws. The purpose of this article is to review the principal elements of the Ontario private issuer exemption...
Lawyers:
Areas & Expertise:
MARCH 02
Getting Psychedelic in Canada: Legalities of Psychedelic Therapies
This bulletin provides an introduction into psychedelics and their potential therapeutic applications and describes the legal process through which companies can become involved in this developing field, classified by many as a “psychedelic renaissance.”
Lawyers:
Areas & Expertise:
2019
SEPTEMBER 12
Hot Off the Press: the CSA Issues Guidance on Climate Change-Related Risks
On August 1, 2019 the Canadian Securities Administrators ("CSA") published Staff Notice 51-358 Reporting of Climate Change-related Risks (the "Notice") to highlight the responsibilities, risks and materiality considerations that board members and key personnel should consider in light of climate change-related issues as they relate to the issuer's Management's Discussion and Analysis ("MD&A") and Annual Information Form ("AIF")...
Lawyers:
Areas & Expertise:
JUNE 10
Declaring a Cash Dividend: Remember the Solvency Tests!
While the board of directors of a corporation governed by the Business Corporations Act (Ontario) (the "OBCA") has the power to declare dividends, its authority to declare and pay cash dividends is subject to compliance with two statutory solvency tests.
Lawyers:
Areas & Expertise:
MAY 08
Out with the Old In With the "Re-NEWed System" to Replace SEDI, SEDAR and NRD
On May 2, 2019 the Canadian Securities Administrators ("CSA") issued a press release introducing the National Systems Renewal Program ("NSPR") aimed at developing a new centralized information technology system (the "Renewed System") to replace various local records filing systems, as well as the System for Electronic Development Analysis and Retrieval ("SEDAR"), the System for Electronic Disclosure by Insiders ("SEDI"), and the National Registration Database ("NRD").
Lawyers:
Areas & Expertise:
APRIL 25
Proposed Changes to the Canada Business Corporations Act
On April 8, 2019, the federal government introduced Bill C-97 in order to implement its spring budget. Bill C-97 proposes to effect amendments to a number of federal statutes, including making important changes to the Canada Business Corporations Act ("CBCA").
Lawyers:
Areas & Expertise:
MARCH 08
The OSC's Response to Reduce Regulatory Burden
The Ontario Securities Commission (the "OSC") recently published Staff Notice 11-784 ¾ Burden Reduction (the "Staff Notice") to seek the consultation of stakeholders to address ways the OSC can reduce unnecessary regulatory burdens. The efforts undertaken by the OSC are intended to support the Ontario government's Open for Business Action Plan and can be seen as complementing the existing regulatory reduction projects initiated by the Canadian Securities Administrators (the "CSA") discussed below in the section entitled "Background"...
Lawyers:
Areas & Expertise:
2018
MARCH 29
The CSA Proposes Tougher Rules For Syndicated Mortgages
The Canadian Securities Administrators (the "CSA") have unveiled new rules addressing syndicated mortgages with the dual objectives of establishing a more consistent framework across the country and enhancing investor protecting through greater transparency...
Lawyers:
Areas & Expertise:
2017
OCTOBER 24
Changes To The TSX Company Manual On Website Disclosure Rules And Equity Compensation Plans Come Into Force
Following the completion of two comment periods in May 2016 and April 2017 respectively, the Toronto Stock Exchange ("TSX") finalized amendments to Parts IV and VI of the TSX Company Manual (the "Manual")...
Lawyers:
Areas & Expertise:
SEPTEMBER 05
ICO's Cryp-Toeing Around Securities Regulation?
The increasing prevalence of Initial Coin Offerings ("ICOs") or Initial Token Offerings ("ITOs") has observers wondering just how far companies can go before securities regulation brings it to a halt.
Lawyers:
Areas & Expertise:
AUGUST 10
Market Participants Take Note: Securities Regulators To Subject Special Transactions To Greater Scrutiny And On A Real-Time Basis
On July 27, 2017, the securities regulatory authorities of Ontario, Quebec, Alberta, Manitoba and New Brunswick (collectively, "Staff") published comments in a Notice (the "Notice") on Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"), advising market participants of their collective intention to subject material conflict of interest transactions ("Special Transactions") to greater scrutiny by reviewing them in "real time."
Lawyers:
Areas & Expertise:
2015
DECEMBER 09
Equity Crowdfunding In Canada: Final Rules Approved
MAY 11
Securities Bulletin - Equity Crowdfunding in Canada: An Update
Ryan M.J. Hayes and Jordan R. Schwartz, Equity Crowdfunding in Canada: An Update, May 11, 2015
Lawyers:
Areas & Expertise:
APRIL 24
Securities Bulletin - Amendments to Disclosure Rules for Venture Issuers
2014
OCTOBER 24
Securities Bulletin
FEBRUARY 05
Phase 2: IIROC's Proposed Final Set of Reforms
JANUARY 31
Status of Equity Crowdfunding
2013
NOVEMBER 21
CSA to Regulate Proxy Advisory Firms
NOVEMBER 21
OSC Proposes Gender Equality on Boards and in Senior Management Positions
SEPTEMBER 27
BCSC Finds Canaco Resources Inc. Did Not Breach Securities Laws
JULY 25
Prospectus Rule To Undergo Significant Amendments
APRIL 24
Canadian Securities Regulators Implement Disclosure Requirements For Investment Costs And Performance
APRIL 01
Notice and Access Adopted in Canada
MARCH 22
Commitment to Complete Bought Deal Tested in Court
Blair Bowen and Michael Kutner explain the Court's Decision in favour of Stetson Oil & Gas Ltd. in an action brought against Thomas Weisel Partners Canada Inc. for breach of a bought deal engagement letter.
Lawyers:
Areas & Expertise:
FEBRUARY 01
OSC Considers New Capital Raising Prospectus Exemptions
Dunny Medina and Michael Kutner review the new Capital Raising Prospectus Exemptions being considered by the OSC in the attached article.
