Amendments to Continuous Disclosure Requirements and Corporate Governance Obligations for Venture Issuers
On April 9, 2015, the Canadian Securities Administrators (the “CSA“) announced that it is implementing amendments (the “Amendments“) to National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102“), National Instrument 41-101 General Prospectus Requirements (“NI 41-101“) and National Instrument 52-110 Audit...
‘Weeding’ out Non-Compliant Disclosure: a review of CSA Staff Notice 51-342
On April 1, 2014, the Marijuana for Medical Purposes Regulations (“MMPR”), which govern the production, distribution and use of medical marijuana, were substantially effected in Canada. Following the implementation of the MMPR, the Canadian Securities Administrators (“CSA”) observed that a...
OSC Proposes a Whistleblower Program for Market Participants
On February 3, 2015, the Ontario Securities Commission (the “OSC”) released OSC Staff Consultation Paper 15-401 – Proposed Framework for an OSC Whistleblower Program (the “Program”) aimed at encouraging individuals with knowledge of possible breaches of Ontario securities law (“Whistleblowers”)...
Amendments to the Accredited Investor and $150,000 Minimum Amount Exemptions in National Instrument 45-106
On February 19, 2015, the Canadian Securities Administrators (“CSA“) published CSA Notice of Amendments (the “Notice“) to National Instrument 45-106 Prospectus and Registration Exemptions (“NI 45-106“) relating to the accredited investor prospectus exemption (“AI Exemption“), the minimum amount investment prospectus...
TSX Proposes Amendments to Reduce Regulatory Burden for Interlisted Issuers
Background As of November 30, 2014, of the over 1500 issuers listed on the Toronto Stock Exchange (the “TSX“), 332 were listed on another exchange or marketplace. On January 22, 2015, the TSX announced proposed amendments (the “Amendments“) to the...
OSC Finds Related Party Transaction Disclosure Too Generic and Inadequate
After reviewing reporting by 100 randomly selected Ontario-based issuers across all industries comprising both venture and non-venture issuers, the Ontario Securities Commission (“OSC“) published Staff Notice 51-723 – Report on Staff’s Review of Related Party Transaction Disclosure and Guidance on...
TSX Private Markets — A New Platform in Canada’s Exempt Markets
Background to Exempt Markets In 2014, the various provincial and territorial commissions conducted reviews of the existing exempt market regime so as to determine if changes could be made that would facilitate the raising of private equity for small and...
Are Your Underwriting Due Diligence Practices Consistent with IIROC’s Expectations? Release of Final Guidance Provides a Valuable Opportunity for an Internal Review
Dealer Members of the Investment Industry Regulatory Organization of Canada (“IIROC“) may wish to consider conducting an evaluation of their due diligence policies and procedures in relation to prospectus offerings, to consider whether their practices are consistent with IIROC’s expectations....
Amendments to the TSX Venture Exchange’s Policies on Private Placements and Loans, Loan Bonuses, Finders Fees and Commissions
On January 26, 2015, the TSX Venture Exchange (the “Exchange”) implemented amendments to Policy 4.1 – Private Placements (“Policy 4.1”), the corresponding Form 4B – Notice of Private Placements (“Form 4B”) and other related forms and Policy 5.1 – Loans,...
Rethinking the Rights Offering: Proposed Amendments to the Current Prospectus Exemption
A rights offering is a seldom-used means of raising capital, the current requirements of which make it wholly impractical. Under a rights offering, an issuer distributes rights to an issuer’s existing security holders. The rights entitle holders to purchase additional...
