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.
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")...
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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.
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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").
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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").
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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"...
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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...
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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")...
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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.
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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."
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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
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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.
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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.
