Category: Capital Markets

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…

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…