CSA Releases Results of Compliance With New Disclosure Requirements for Women on Boards and in Executive Officer Positions
On December 31, 2014, the security regulatory authorities in Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Quebec, Saskatchewan and Yukon implemented amendments to National Instrument 58-101 Disclosure of Corporate Governance Practices that require non-venture issuers...
Proposed Prospectus Exemption for Start-up Businesses in Alberta and Nunavut
On October 19, 2015, Multilateral CSA Notice of Publication and Request for Comment Proposed Multilateral Instrument 45-109 Prospectus Exemption for Start-up Businesses (the “Notice”) was published. In the Notice, the Alberta Securities Commission and the Nunavut Securities Office (collectively, the...
Constitutionality of the Extra-Provincial Application of Securities Law
Exempt Edge, Issue 14
I. Extra-provincial Impact of Provincial Securities Laws Provincial securities legislation typically prohibits the advertisement or promotion of investment in certain security instruments, unless the investment opportunity has been properly registered with the province’s securities commission or qualifies for an exemption...
Cooperative Capital Markets Regulatory System – An Update
On August 25, 2015, the participating jurisdictions of the proposed Cooperative Capital Markets Regulatory System (the “Cooperative System”) made further advances towards the establishment of a harmonized regulatory framework for the Canadian capital markets. The participating jurisdictions are British Columbia,...
CSA adopts amendments to the prospectus-exempt rights offering regime
On September 24, 2015, the Canadian Securities Administrators (the “CSA”), adopted amendments to the prospectus-exempt rights offering regime, resulting in: amendments to: National Instrument 45-106 Prospectus Exemptions (“NI 45-106”); National Instrument 41-101 General Prospectus Requirements (“NI 41-101”); National Instrument 44-101...
TSX Broadens Exemptions Available to Interlisted Issuers
The Toronto Stock Exchange (the “TSX”) has adopted, and the Ontario Securities Commission has approved, amendments (the “Amendments”) to Parts I, III, IV and VI of the TSX Company Manual (the “Manual”), to modify, expand and formalize certain transactional and...
Key Elements of the Extractive Sector Transparency Measures Act (Canada)
On June 1, 2015, the Extractive Sector Transparency Measures Act (Canada) (the “Act”) came into force. The Government of Canada enacted the Act in an effort to contribute to anti-corruption efforts through the implementation of reporting and transparency measures in...
Proposed Amendments to National Instrument 45-106 – Prospectus Exemptions in relation to Reports of Exempt Distribution
On August 13, 2015, the Canadian Securities Administrators (“CSA”), published for a 60-day comment period proposed amendments (the “Proposed Amendments”) to National Instrument 45-106 Prospectus Exemptions (“NI 45-106”) which would introduce a new harmonized report of exempt distribution (the “Proposed...
Changes to NI 45-106 and CP 45-106: Get Ready for your Next Private Placement
On May 5, 2015, several amendments to the Canadian prospectus exempt regime came into force including changes to National Instrument 45-106–Prospectus Exemptions (“NI 45-106”), and to its Companion Policy (“CP 45-106”). Of particular importance are the changes relating to the...
TSX and TSX-V Finalize Guidance on Listing Requirements for Emerging Market Issuers
Background On July 13, 2015, the Toronto Stock Exchange (the “TSX”) published a Staff Notice with guidance on the listing requirements of the TSX in relation to applicants and issuers with significant connections to emerging market jurisdictions (“Emerging Market Issuers”)....
