Category: Capital Markets

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…

Proposed Changes to Stock Option Tax Rules

June 19, 2019

On June 17, 2019, Canada’s finance minister tabled a Notice of Ways and Means Motion regarding the taxation of employee stock options. This follows from the government’s announcement in the 2019 Budget that it intended to limit the availability of the 50 per cent deduction on employee stock option benefits (i.e., the deduction that effectively provides capital gains treatment on…

Blockchain Remittance Platform ZED Network Receives First Prospectus Exemption for Distributing Crypto Tokens

June 12, 2019

The Ontario Securities Commission (OSC), on behalf of the Canadian Securities Administrators (CSA), recently granted ZED Network Inc. (Company) discretionary exemptive relief from prospectus and dealer registration requirements under Canadian securities laws for the distribution of the ZED digital remittance and foreign exchange blockchain token. This prospectus exemption is the first granted under the CSA Regulatory Sandbox for a primary…

CSA Propose Rules to Streamline “At-The-Market” Equity Offering Process for Canadian Issuers

May 13, 2019

On May 9, 2019, the Canadian Securities Administrators (CSA) published for comment proposed amendments (Proposed Amendments) to National Instrument 44-102 Shelf Distributions and its companion policy (Shelf Rules) that would permit “at-the-market” distributions of equity securities (ATM Distributions) in Canada to proceed without the need for an exemptive relief order from Canadian securities regulators. Comments on the Proposed Amendments are…

CSA Propose New National Records Filing System to Replace SEDAR, SEDI and NRD

May 10, 2019

The Canadian Securities Administrators (CSA) are seeking input on the development of an integrated and comprehensive records filing system for Canada’s capital markets (Renewed System) that will, among other things, replace the System for Electronic Document Analysis and Retrieval (SEDAR), the System for Electronic Disclosure by Insiders (SEDI), the National Registration Database (NRD) and various local records filing systems. On…

Broad Changes to CBCA Proposed: Directors’ Duties, Additional Disclosure and Annual Say-on-Pay

April 11, 2019

Significant amendments to the Canada Business Corporations Act (CBCA) proposed in the federal government’s omnibus budget implementation bill (Bill) would codify into statute some of the principles relating to directors’ duties set out in the landmark Supreme Court of Canada (SCC) 2008 decision BCE Inc. v. 1976 Debentureholders (BCE). The Bill would also require that certain CBCA corporations develop an…

Quebec Court of Appeal Weighs in on Defences Available to Directors in Unpaid Wages Lawsuit

April 11, 2019

The Quebec Court of Appeal (Court of Appeal) recently addressed the timely and important issue of the scope of the defences available to corporate directors being sued under section 119(2) of the Canada Business Corporations Act (CBCA) in relation to unpaid wages. In Desgagné c. Commission des normes, de l’équité, de la santé et de la sécurité du travail (available…

Your Guide to the 2019 Federal Budget

March 22, 2019

On March 19, 2019, the Government of Canada released its 2019 budget (2019 Budget) before the federal election later this year. We’ve summarized the key aspects from the 2019 Budget that may impact your business.  For tax changes, including proposed changes to the excise taxation of cannabis extracts (including oils), cannabis edibles and cannabis topicals, please see 2019 Federal Budget – Selected Tax…

2019 Federal Budget – Selected Tax Measures

March 20, 2019

On March 19, 2019, the Minister of Finance introduced Canada’s 2019 federal budget (2019 Budget). The government had already signalled that the primary focus of the 2019 Budget would not be business concerns as those had been largely addressed in the 2018 Fall Economic Statement. Given that 2019 is an election year, that should not be surprising. Nonetheless, the 2019…