Category: Capital Markets

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2017 Federal Budget – Selected Tax Measures

March 23, 2017

On March 22, 2017 the Minister of Finance introduced Canada’s 2017 Federal Budget (2017 Budget). Despite persistent rumours, no change was proposed to the capital gains inclusion rate. The 2017 Budget does include a mix of targeted anti-avoidance rules, legislative responses to recent jurisprudence, and other narrow changes to address perceived problems in the existing provisions of the Income Tax…

New Medium, Same Expectations: CSA Cautions Canadian Public Issuers on Use of Social Media

March 14, 2017

On March 9, 2017, the Canadian Securities Administrators (CSA) published Staff Notice 51-348 Staff’s Review of Social Media Used by Reporting Issuers (Staff Notice), which reported on the social media disclosure (Facebook, Twitter, YouTube, LinkedIn, Instagram and GooglePlus postings, amongst others, as well as disclosure on issuers’ own websites, including any message boards or blogs hosted on such sites) of…

Canadian Regulators Finalize Customer Protection Rules for Cleared OTC Derivatives

March 3, 2017

 The Canadian Securities Administrators (CSA) recently published National Instrument 94-102 – Derivatives: Customer Clearing and Protection of Customer Collateral and Positions and the related Companion Policy (collectively, the Rule). The CSA released the Rule in conjunction with its release of National Instrument 94-101 – Mandatory Central Counterparty Clearing of Derivatives (see our January 2017 Blakes Bulletin: Canadian Regulators Finalize Mandatory…

CSA Publishes Final Proxy Voting and Meeting Vote Reconciliation Protocols

February 6, 2017

The Canadian Securities Administrators (CSA) recently published the final form of CSA Staff Notice 54-305 Meeting Vote Reconciliation Protocols (Final Protocols) for enhancing the procedures involved in the tabulation of proxy votes for shares held through intermediaries.  BACKGROUND The CSA first published for comment proposed protocols (Proposed Protocols) on March 31, 2016 as part of CSA Multilateral Staff Notice 54-304 Final…

2017 Proxy Advisory Firm Voting Guidelines: Canadian Highlights

January 31, 2017

As an early step in preparing for the upcoming proxy season, issuers should familiarize themselves with the Canadian proxy voting guidelines recently published by Institutional Shareholder Services Inc. (ISS) and Glass Lewis & Co. (Glass Lewis). This bulletin addresses certain of the updated topics covered by the ISS benchmark policy recommendations and Glass Lewis proxy guidelines regarding issuers listed on…

Proposed Regulations for Revised CBCA Provide Structure to Changes Proposed in Bill C-25

January 30, 2017

With the recent release of proposed regulations (Regulations), the Government of Canada has put some meat on the bones of the proposed changes to the Canada Business Corporations Act (CBCA) that were contained in Bill C-25 (Bill), which was released in the fall of 2016. In large measure, the Regulations continue the trend seen in the Bill of aligning the…

Canadian Regulators Finalize Mandatory OTC Derivatives Clearing Rules

January 26, 2017

On January 19, 2017, the Canadian Securities Administrators (CSA) published National Instrument 94-101 – Mandatory Central Counterparty Clearing of Derivatives and Companion Policy 94-101 (collectively, the Clearing Rule). Under the Clearing Rule, certain over-the-counter (OTC) derivatives entered into by Canadian local counterparties must be submitted for clearing to a recognized or exempt clearing agency (Clearing Agency). The clearing mandate will…

Blockchain: Things to Consider Before the Securities Industry Leaves the Sandbox

January 26, 2017

There have been many articles, papers, books, seminars, roundtables and conferences around the potential for blockchain and distributed ledger technology (DLT), and announcing trials or tests of new applications for blockchain technologies, especially in the financial services industry. Regulators, recognizing the potential for these applications (as one put it in a metaphor from an older revolutionary technology) to pick up…

CSA Reports on Cybersecurity Disclosure Review

January 24, 2017

On January 19, 2017, the Canadian Securities Administrators (CSA) published Staff Notice 51-347 Disclosure of cyber security risks and incidents (Staff Notice), which reports on their broad-ranging review of the filings of the 240 constituent issuers in the S&P/TSX Composite Index concerning their disclosure of cybersecurity issues. The review focused on how cybersecurity issues have been addressed in risk factor…

Mergers & Acquisitions: Trends to Watch in 2017

December 21, 2016

2016 AND LOOKING FORWARD Canadian M&A activity rose once again in 2016, surpassing a record-breaking 2015 to become the most active year in Canadian deal-making history. In terms of deal value, 2016 will be second only to the peak of 2007. The aggregate value of announced deals to date is C$399.9-billion, while announced deal volume reached an impressive 3,100 transactions….

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