Category: Capital Markets

Summary of Oversight and Regulatory Activities: AMF’s 2019 Report on Quebec Capital Markets

October 29, 2019

The Corporate Finance division of the Autorité des marchés financiers (AMF) recently released its third annual Summary of Oversight and Regulatory Activities (Report). Along with an overview of Quebec’s capital markets, the Report provides constructive feedback for issuers arising from the AMF’s oversight activities, as well as information on the development and the implementation of guidance and regulations for insiders…

Securities Regulators Look to Improve Client-Registrant Relationship with Client Focused Reforms

October 23, 2019

The Canadian Securities Administrators (CSA) recently published reforms to enhance the client-registrant relationship (Client Focused Reforms). The Client Focused Reforms amend National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103) and its companion policy (Companion Policy) by, among other things: Expanding the list of enumerated “know-your-client” (KYC) information required to be gathered at inception of, and updated…

U.S., U.K. Track How Employees’ Salary Stacks Up Against CEO Pay: Is Canada Next Stop for CEO Pay Ratio Disclosure?

October 21, 2019

Each year in January, the Canadian Centre for Policy Alternatives (CCPA) publishes a report on the compensation of the 100 highest-paid chief executive officers (CEOs) of companies on Canada’s S&P/TSX Composite Index, and includes a comparison between the CEOs’ compensation and the average annual income of a Canadian worker. There’s a growing interest in executive compensation relative to other compensation…

Mandatory “Say-on-Pay” May Be on the Way in Canada

October 7, 2019

A Canadian legal requirement to present an advisory “Say-on-Pay” shareholder vote—a shareholder vote approving a company’s approach to executive compensation—is potentially on the horizon for certain Canadian public companies. As a result, Canadian public companies that have not yet done so—particularly those that are federally incorporated—may be considering whether to voluntarily adopt a Say-on-Pay vote for the upcoming proxy season….

Governance Policy Check-Up: It May Be Overdue

October 3, 2019

With an ever-shifting regulatory landscape filled with complex and evolving risks, public companies need to be vigilant in ensuring that their governance policies appropriately reflect current best practices. However, one size does not fit all, so it is critical to both understand the particular context of the organizational structure, as well as the menu of practices that facilitate the proper…

Enforcement Highlights from the 2019 OSC Annual Report

October 2, 2019

The Ontario Securities Commission (OSC) recently released its 2019 OSC Annual Report (Report), which provides enforcement statistics from 2019 and discusses the OSC’s priorities for 2020. KEY ENFORCEMENT TAKEAWAYS The OSC has focused on discouraging “repeat offenders, fraudulent activity and other serious breaches of the Securities Act or violations of the Criminal Code” through its enforcement actions and sanctions and…

Raising the BAR: CSA Propose Rules to Increase Business Acquisition Report Triggers and Thresholds

September 9, 2019

On September 5, 2019, the Canadian Securities Administrators (CSA) published for comment proposed amendments (Proposed Amendments) to National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) and its companion policies related to the business acquisition report (BAR) requirements for reporting issuers that are not venture issuers (non-venture reporting issuers). The CSA previously announced policy projects to reduce the regulatory burden for…

Mach Group “Mini Tender” Offer to Buy Montreal-Based Airline Won’t Fly: Quebec Financial Markets Tribunal

September 4, 2019

On August 11, 2019, Quebec’s financial markets administrative tribunal (TAMF), by a majority decision, invoked its public interest jurisdiction to cease trade Mach Group Inc.’s offer (Mach Offer) to acquire 19.5 per cent of the outstanding class B voting shares of Transat A.T. Inc. (Transat) at a price of C$14 per share. TAMF determined the offer was abusive to Transat…

Additional Diversity Disclosure Required of CBCA Corporations in 2020

July 12, 2019

Beginning January 1, 2020, distributing corporations (generally, public companies) governed by the Canada Business Corporations Act (CBCA) will be required to provide additional diversity disclosure in connection with their next annual meeting of shareholders held on or after such date. These CBCA amendments implement parts of Bill C-25, An Act to amend the Canada Business Corporations Act, the Canada Cooperatives…

CBCA Amendments Codify Best Interests Considerations

July 4, 2019

The federal government’s omnibus budget implementation bill (Bill) received royal assent on June 21, 2019, the last sitting day of the House of Commons and Senate before breaking for the summer. Accordingly, certain significant amendments to the Canada Business Corporations Act (CBCA) are now in force, while further amendments are subject to being proclaimed into force by the Governor in…