Category: Capital Markets

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Distributions from a Jurisdiction in the Cooperative CMR System: Appropriate for Today’s Markets?

December 9, 2015

On August 25, 2015, a revised consultation draft of the uniform provincial and territorial Capital Markets Act (CMA) and draft initial regulations under the CMA (together with the CMA, the Consultation Drafts) for the proposed Cooperative Capital Markets Regulatory System (Cooperative System) were published for comment. The Consultation Drafts are open for comment until December 23, 2015. The CMA is…

The ABCs of SPACs: Canadian Experience

December 8, 2015

While market uncertainty and volatility have affected other sectors of Canadian capital markets, the Canadian Special Purpose Acquisition Corporation (SPAC) market has continued to thrive in the second part of 2015. Since April 2015, when Dundee Acquisition Ltd., the first Canadian SPAC, raised C$112-million in its initial public offering (IPO), Canadian SPACs have raised in aggregate over C$1-billlion. The Dundee…

Rights Offering in Canada About to Get Easier

December 4, 2015

On September 24, 2015, the Canadian Securities Administrators (CSA) announced the adoption of amendments to the prospectus-exempt rights offering regime (Rights Offering Exemption) to create a more streamlined process and allow reporting issuers — other than investment funds subject to National Instrument 81-102 Investment Funds — to issue up to 100 per cent of outstanding securities without the use of…

B.C. Supreme Court Dismisses Petition in Proxy Fight Over Kobex

December 2, 2015

The British Columbia Supreme Court (Court) recently considered certain issues relating to a proxy battle involving a TSX Venture Exchange-listed issuer, Kobex Capital Corp. (Kobex). The Court’s decision in Kingsway Financial Services Inc. v. Kobex Capital Corp. demonstrates a deferential approach to the internal decisions of a company in the context of a contested shareholders’ meeting. FACTS A dissident group…

TSX Implements Rule Changes to Benefit Interlisted Issuers

November 23, 2015

INTRODUCTION The Toronto Stock Exchange (TSX) has implemented amendments (Amendments) to its Company Manual to modify and expand the exemptions available to TSX issuers listed on one or more other exchanges (interlisted issuers) where the primary market is an exchange other than the TSX. The Amendments came into effect on September 10, 2015. The TSX will defer to the regulatory…

B.C. Securities Commission Provides Guidance on Defensive Tactics in Re Red Eagle

November 18, 2015

OVERVIEW On November 3, 2015, the British Columbia Securities Commission (BCSC) released its reasons in Re Red Eagle, cease-trading a rights plan in the face of a hostile bid. In doing so, the BCSC rejected the target’s submissions that the rights plan should be maintained because the bid did not comply with the policy rationale behind the amended bid regime…

Revised Capital Markets Act: Civil Damages for Insider Trading Revisited

November 9, 2015

The recently released revised consultation draft of the Capital Markets Act (CMA) for the proposed Cooperative Capital Markets Regulatory System (Cooperative System) includes noteworthy revisions to the definition of “misrepresentation” and to provisions relating to civil liability for insider trading and related conduct. The revised consultation draft is open for comment until December 23, 2015.  BACKGROUND A consultation draft of…

Draft Derivatives Laws Issued for the Canadian Cooperative System Harmonize Divergent Provincial Approaches

October 27, 2015

Draft derivatives regulations and a revised draft of the uniform Capital Markets Act (CMA) were issued in August 2015 as part of the process to implement the new Cooperative Capital Market Regulatory System (Cooperative System). The governments of Ontario, British Columbia, New Brunswick, Saskatchewan, Prince Edward Island and the Yukon (Participating Jurisdictions) intend to participate in the Cooperative System and…

How the Revised Draft Capital Markets Act Affects Registrants, Other Market Participants

October 20, 2015

The comment period on the recently published revised consultation draft of the uniform provincial and territorial Capital Markets Act (CMA) and draft initial regulations under the CMA (Initial Regulations and, together with the CMA, the Consultation Drafts) is open until December 23, 2015.  The participating jurisdictions (CCMRS Jurisdictions) of Ontario, British Columbia, New Brunswick, Saskatchewan, Prince Edward Island and Yukon…

Cybersecurity Risks: Directors and Officers Should Stop, Collaborate and Listen

October 19, 2015

The risks associated with cyber-attacks and data breaches are growing in Canada and internationally and the costs associated with an organization preventing, detecting, responding to and recovering from such an incident can be considerable. The Ponemon Institute’s May 2015 “2015 Cost of Data Breach Study: Canada”, its inaugural report on actual data breaches of Canadian companies, found the average cost…

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