Category: Capital Markets

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Haven’t You Heard? It’s All Being Changed – New Proposals to Private Placement Regime

April 30, 2014

  While recent proposals to add new prospectus exemptions for things like crowdfunding and rights offerings have received much attention, other changes have also been concurrently proposed that would have an impact on the existing exempt distribution regime – so-called “private placements.”   The Canadian regulators have been examining the entire concept of exempt distributions and have arrived at somewhat…

Implementation of Canadian Derivatives Trade Reporting Obligations Postponed

April 11, 2014

  On April 10, 2014, Canadian regulators announced that the effective dates for derivatives trade reporting obligations will be postponed. This announcement addresses uncertainty as to whether systems required to allow market participants to comply with the trade reporting requirements would be ready for the originally planned implementation date of July 2, 2014 in light of the fact that no…

OSC Proposes Four New Capital Raising Prospectus Exemptions

March 28, 2014

  OVERVIEW   On March 20, 2014, the Ontario Securities Commission (OSC) issued a Notice and Request for Comment (Notice) which proposed creating four new capital raising prospectus exemptions in Ontario, including: an offering memorandum (OM) exemption; a friends, family and business associates (FFBA) exemption; an existing securityholder exemption; and a crowdfunding exemption. These new prospectus exemptions were proposed by…

Say on Pay: Is the Canadian Future Voluntary?

March 27, 2014

  With the annual meeting season now underway, Canadian public companies that have not done so may be considering whether they will voluntarily adopt a Say-on-Pay shareholder vote – a shareholder vote approving the company’s approach to executive compensation.   There is no Canadian legal requirement to present a Say-on-Pay vote, nor does it appear there will be any such…

IIROC Proposes Guidance on Underwriting Due Diligence

March 14, 2014

  OVERVIEW   The Investment Industry Regulatory Organization of Canada (IIROC) recently published for comment a proposed guidance note (Proposed Guidance) setting out general principles and specific suggested practices for underwriting due diligence in respect of public offerings. The goal of the Proposed Guidance is to promote consistency and enhanced underwriting due diligence standards. The Proposed Guidance is principally based…

OSC Announces New Resolution Options in Enforcement Matters

March 13, 2014

  The Ontario Securities Commission (OSC) has published Staff Notice 15-702 Revised Credit for Cooperation Program (Revised Cooperation Program), which implements four initiatives of staff affecting resolution of enforcement matters.   In particular, the Revised Cooperation Program sets out criteria for no-contest settlement agreements and no-enforcement action agreements, a process for self-reporting to staff, and for greater public disclosure by staff of credit…

Possible Participation Fee Relief from OSC

March 5, 2014

  The Ontario Securities Commission (OSC) has published OSC Staff Notice 13-704 indicating that it will consider providing relief on the participation fee charged to certain small registered firms and Class 1 or Class 3C reporting issuers (specified reporting issuers) for 2013.   Class 1 reporting issuers are reporting issuers incorporated or organized under the laws of Canada or a jurisdiction in…

2014 Proxy Advisory Voting Guidelines: Proxy Season Highlights

March 3, 2014

  While the Canadian Securities Administrators formulate a policy based approach to address concerns raised about services provided by proxy advisory firms (see our September 2013 Blakes Bulletin: Canadian Securities Administrators to Address Proxy Advisory Firm Concerns), in preparing for the 2014 proxy season, it remains important to be familiar with the latest Canadian voting guidelines as prepared by two of…

2014 Federal Budget – Selected Tax Measures

February 12, 2014

  There is an evident international theme to many of the tax measures included in the 2014 Federal Budget presented by the Minister of Finance on February 11, 2014 (the 2014 Budget). The 2014 Budget includes proposals to address back-to-back loans in the context of the restrictions on the deductibility of interest under the thin capitalization rules as well as…

Canada’s Securities Regulators’ Securitized Products Reform to Focus Narrowly on ABCP

February 7, 2014

  More than six years after the C$35 billion meltdown of Canada’s non-bank-sponsored asset-backed commercial paper (Non-Bank ABCP) market, the Canadian Securities Administrators (CSA) have proposed certain changes to the rules governing the prospectus-exempt distribution of short-term securitized products (New Proposals). The New Proposals are much less extensive than the comprehensive changes originallyproposed by the CSA in 2011 (2011 Proposals), which would have…

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