Category: Capital Markets

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CSA Proposes Non-GAAP Financial Measures Rule

September 10, 2018

The Canadian Securities Administrators (CSA) recently issued a request for comment on proposed National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure (Proposed Instrument), which would provide binding requirements for issuers disclosing non-GAAP and certain other financial measures and replace current CSA staff guidance. This bulletin covers the following aspects of the proposed regime: Background Scope “Primary Financial Statements” and…

CSA Highlight Common Deficiencies in Continuous Disclosure

August 7, 2018

The Canadian Securities Administrators (CSA) have released CSA Staff Notice 51-355 – Continuous Disclosure Review Program Activities for the fiscal years ended March 31, 2018 and March 31, 2017 (Notice), summarizing the results of its members’ continuous disclosure review programs for the past two years. The Notice includes information about areas where the CSA have identified common deficiencies, with examples…

CSA Publishes Reforms to Enhance Client-Registrant Relationship and Policy on Embedded Commissions

July 11, 2018

The Canadian Securities Administrators (CSA) recently released two highly anticipated notices related to CSA’s investor protection initiatives. The proposals are the result of a lengthy consultation process and aim to better align the interests of registrants with the interest of their clients, improve outcomes for clients and clarify to clients the nature and the terms of their relationships with registrants….

Canadian Regulators Issue Revised Derivatives Dealer and Adviser Business Conduct Rule Proposal

June 28, 2018

On June 14, 2018, the Canadian Securities Administrators (CSA) published for comment a revised version of Proposed National Instrument 93-101 – Derivatives: Business Conduct (Business Conduct Rule). The Business Conduct Rule would impose a range of requirements on Canadian and foreign persons engaged in the business of trading over-the-counter derivatives (derivatives) (Derivatives Dealers) or advising in connection with transacting in…

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…

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