Category: Capital Markets

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TSX Seeks Input on Proposed Changes to Rules Governing Special Purpose Acquisition Corporations

June 14, 2018

The Toronto Stock Exchange (TSX) recently released proposed amendments (Proposed Amendments) to Part X — Special Purpose Acquisition Corporations (SPACs) of the TSX Company Manual (Manual). Notable changes include codifying exemptions previously provided to SPACs and removing the requirement for shareholder approval of a qualifying acquisition subject to certain requirements. The TSX is seeking public comments and responses to certain…

How Securities Law Applies to Offerings of Blockchain-Based Tokens and Coins: More Examples and CSA Comments

June 12, 2018

On June 11, 2018, the Canadian Securities Administrators (CSA) published Staff Notice 46-308 Securities Law Implications for Offerings of Tokens (Staff Notice), which provides additional guidance on the applicability of securities law to offerings of blockchain-based tokens or coins. The Staff Notice builds on the CSA’s August 2017 Staff Notice 46-307 Cryptocurrency Offerings, which had provided initial guidance but only…

Alberta Securities Commission Proposes New Rules to Facilitate Cross-Border Offerings

April 26, 2018

The Alberta Securities Commission (ASC) is proposing to replace its rules and policies governing certain securities distributions to purchasers outside Alberta, with the aim to reduce regulatory red tape and facilitate cross-border offerings. Specifically, the ASC has proposed the repeal ASC Rule 72-501 – Distributions to Purchasers Outside Alberta (Existing Rule), ASC Policy 45-601 – Distributions Outside Alberta (ASC Rule…

Canadian Derivatives: Registration Regime for Dealers and Advisers Gets Momentum

April 24, 2018

On April 19, 2018, the Canadian Securities Administrators (CSA) took a major step toward adopting a comprehensive regime for the regulation of those in the business of trading derivatives or advising on derivatives. The CSA published for comment Proposed National Instrument 93-102 Derivatives: Registration (Proposed Registration Rule), along with a proposed Companion Policy. This initiative builds on the CSA’s efforts…

Director Independence Regime – Time for a Change?

April 23, 2018

The Canadian Securities Administrators (CSA) have received formal submissions (Submissions) on Consultation Paper 52-404 – Approach to Director and Audit Committee Member Independence (Consultation Paper) from 27 commentators, ranging from public companies, large investors, governance commentators, professional bodies and practitioners at law firms, among others, with several Submissions representing the collective views of numerous contributing organizations. The Consultation Paper considers…

Highlights from CSA’s Report on Climate Change-Related Disclosure Project

April 17, 2018

The Canadian Securities Administrators (CSA) recently released Staff Notice 51-354 – Report on Climate change-related Disclosure Project (Report), providing the results of their review of climate change-related disclosure practices and the adequacy of the existing climate change-related disclosure regime in Canada. In addition, the staff notice sets out the CSA’s plan for continued evaluation and development of the Canadian securities…

No Such Thing as March Break (2018) – Selected Corporate and Securities Law Developments

April 13, 2018

March was once again a busy month this year for corporate and securities law developments, with the publishing of staff notices by the Toronto Stock Exchange (TSX), the Ontario Securities Commission (OSC) and Canadian Securities Administrators (CSA), as well as developments regarding proposed amendments to the Canada Business Corporations Act (CBCA) that continued to make their way through the legislative…

Foreign Policy: Canadian Securities Administrators Release New Foreign Issuer Exemption

April 11, 2018

The Canadian Securities Administrators (CSA) announced they will amend National Instrument 45-102 – Resale Restrictions (NI 45-102) and Companion Policy to NI 45-102 (45-102CP) (Amendments) to provide for a new prospectus exemption for the resale of securities (and underlying securities) by a “foreign issuer”, thus making it easier for Canadian investors to participate in prospectus-exempt offerings by foreign issuers. The…

CSA Announce Policy Projects to Reduce Regulatory Burden for Public Companies

April 6, 2018

The Canadian Securities Administrators (CSA) recently published Staff Notice 51-353 – Update on CSA Consultations Paper 51-404 Considerations for Reducing Regulatory Burden for Non-Investment Fund Reporting Issuers (Notice), which sets out a number of upcoming CSA policy projects intended to reduce the regulatory burden associated with capital raising in public markets (i.e., prospectus-related requirements) and the ongoing costs (i.e., continuous…

2018 Ontario Budget Looks to Enhance Securities Enforcement Activities

April 5, 2018

As part of its 2018 budget (Budget), the Ontario government announced that it plans to propose new tools to enhance and expand the securities enforcement activities of the Ontario Securities Commission (OSC), including in regard to the criminal prosecution of securities fraud. The Budget does not include details of how or when these proposals will be implemented, but the announcements…

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