CSA Proposes New Framework for the Regulation of Securitized Products
On April 1, 2011, the Canadian Securities Administrators (“CSA”) published proposed new rules for the regulation of securitized products that will fundamentally alter the existing framework in Canada (the “Proposal”). Securitized products, whether offered publicly by prospectus or in the...
Increased Enforcement Activity Resulting in More Securities Class Actions
Sino-Forest Corp.’s shares plummeted after Carson Block and Muddy Waters’s earlier sensational allegations of fraud. On June 8, 2011, the OSC confirmed that it was investigating and that afternoon Sino-Forest shareholders launched a class action. The $6.5 billion class action...
Public Consultation Open for Draft Regulations Under Canada’s Anti-spam Legislation
The Canadian federal government released for public consultation two different sets of draft regulations under Canada’s anti-spam legislation (the “Act” or “CASL”)1. The Act seeks to combat internet and wireless spam, and certain unauthorized activities relating to electronic messages and...
OSC Staff Notice 33-735: Increased Scrutiny of Issuance of Securities to “Accredited Investors”
The Ontario Securities Commission (the “OSC”) has issued OSC Staff Notice 33-735 (the “Staff Notice”) in respect of its concerns that issuers and dealers of securities are improperly relying on the accredited investor exemption found in section 2.3 of National...
Proposed National Instrument 51-103 Ongoing Governance and Disclosure Requirements for Venture Issuers
On July 29, 2011, the Canadian Securities Administrators (CSA) published for comment significant changes to the regulatory regime for venture issuers. The proposed rules in National Instrument 51-103 are intended to streamline and tailor venture issuer disclosure in order to...
Legal Implications of Social Media
Many companies have started using social media such as Twitter, Facebook and blogs in order to communicate with investors and clients. At little to no cost, social media has the advantage of permitting real-time far-reaching communication with a broad audience....
OSC Update on Shareholder Democracy Issues
On January 10, 2011, the Ontario Securities Commission (“OSC”) published OSC Staff Notice 54-701, which provided an update from OSC staff on the status of its work in the realm of shareholder democracy issues. Three issues were identified as required...
Factors Considered by the CSA in Assessing IPO Share Structures
Issuers considering an initial public offering should be aware of guidance issued by the Canadian Securities Administrators (“CSA”) with respect to appropriate pre-initial public offering (“pre-IPO”) share structures. The CSA has released Staff Notice 41-305 Share Structure Issues – Initial...
CSA STAFF NOTICE 58-306 Corporate Governance Disclosure Compliance Review for December, 2010
The Canadian Securities Administrators (the “CSA”) have published a 2010 corporate governance disclosure compliance review (the “Compliance Review”) which tracked the compliance of 72 reporting issuers with the disclosure requirements set out in National Instrument 58-101 – Disclosure of Corporate...
IIROC New Product Due Diligence Regulatory Review – Common Deficiencies and Requirements for Written Policies, Procedures and Controls
In our Fall 2009 issue, we discussed the Canadian Securities Administrators’ (“CSA”) Staff Notice 33-315 entitled Suitability Obligation and Know Your Product (the “Staff Notice”) in which the CSA gave guidance to registrants with respect to the “know your product” and...
