Category: Capital Markets

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CSA Warn Against Certain Problematic Promotional Activities

December 12, 2018

On November 29, 2018, the Canadian Securities Administrators (CSA) released CSA Staff Notice 51-356 Problematic promotional activities by issuers (Staff Notice), which cautions companies to avoid disclosure and promotional practices that are manipulative or that may mislead investors. The Staff Notice sets out the CSA’s expectations for issuers in complying with securities law requirements as well as guidance in relation…

AMF Provides Summary of Oversight and Regulatory Activities

December 6, 2018

The Corporate Finance Division of Quebec’s Autorité des marchés financiers (AMF) recently released its annual Summary of Oversight and Regulatory Activities (Report). In addition to providing a snapshot of the Quebec capital markets, the Report identifies a range of deficiencies encountered by the AMF in its ongoing review of various continuous disclosure and financing documents of Quebec issuers and highlights…

Codes of Responsible Business Conduct: When Good Intentions Become Binding

December 3, 2018

Voluntary codes of conduct have become common (and even expected) practice as part of a broader corporate social responsibility (CSR) strategy for companies across all industries. Increasingly, companies have been facing litigation and reputational risks in connection with the implementation of their CSR goals and policies as articulated in their codes of conduct.

Alberta Securities Commission Announces New Whistleblower Program

November 26, 2018

On November 20, 2018, the Alberta Securities Commission (ASC) announced the creation of its whistleblower program (Program) through the adoption of ASC Policy 15-602 Whistleblower Program (Policy) and accompanying amendments to the Alberta Securities Act (Act). The Office of the Whistleblower was established to oversee and enforce the whistleblower legislation. The Program’s goal is to facilitate reporting in order to…

The Cutting Edge of Compliance: Best Practices and Recent Developments in Anticorruption, Investigations and Responding to Government Enforcement

November 15, 2018

Proactive anticorruption compliance programs, risk assessments and detailed due diligence practices can make the world of difference when engaging in global business transactions. Join us for a one-on-one discussion with Jonathan Drimmer, Deputy General Counsel at Barrick Gold, to hear his first-hand experience on the cutting edge of compliance and how proactive efforts can safe-guard your business in foreign jurisdictions….

Second Time’s A Charm: SCC Gives the Green Light to National Securities Regulator

November 12, 2018

On November 9, 2018, the Supreme Court of Canada (SCC) ruled that the proposed cooperative capital markets regulatory system (Cooperative System) is constitutional. The unanimous decision opens the door to a proposed pan-Canadian securities regulator that will exercise delegated authority from participating jurisdictions. Under the proposed Cooperative System, a single regulator – the Capital Markets Authority (Authority) – would receive…

Getting Ready for Proxy Season: Key Developments in Corporate Governance and Shareholder Activism

October 11, 2018

We invite you to join us as we review recent trends and regulatory developments that are influencing public company corporate governance and shareholder activism in the Canadian market.   Among other topics, this program will address:  Getting ready for your annual shareholders’ meeting Lessons from recent proxy contests Board diversity initiatives and disclosure requirements Shareholder engagement plans and policies M&A…

New TSX Rules Governing Special Purpose Acquisition Corporations Now in Effect

October 11, 2018

The Toronto Stock Exchange (TSX) announced amendments (Amendments) to Part X — Special Purpose Acquisition Corporations (SPACs) of the TSX Company Manual (Manual), which came into effect on October 4, 2018. Notable changes to the TSX SPAC rules include codifying exemptions previously provided to SPACs by the TSX and removing the requirement for shareholder approval of a qualifying acquisition subject…

OSFI Issues Updated Securitization Framework for Insurers

October 1, 2018

The Office of the Superintendent of Financial Institutions (OSFI) recently published Draft Guideline B-5: Asset Securitization (Draft Guideline), which sets out an updated regulatory framework for the securitization activities of federally regulated insurers, including foreign insurer branches and mortgage insurers (Insurers). The Draft Guideline will replace the existing OSFI Guideline B-5 published in November 2004, and the related OSFI Advisory:…

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…

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