Category: Capital Markets

CSA Start Allowing International Dealers to Trade Canadian Issuers’ Bonds in Secondary Market

November 15, 2016

The Canadian Securities Administrators (CSA) have started granting their first exemption orders to permit international dealers to engage with Canadian clients in secondary market trading of bonds of Canadian issuers, under certain conditions, as contemplated in their September 1, 2016 guidance notice, CSA Staff Notice 31-346 – Guidance as to the Scope of the International Dealer Exemption in relation to…

New Law on Defensive Tactics: Balancing Business Judgment and Shareholder Choice

October 27, 2016

On October 24, 2016, the Securities Commissions of British Columbia (BCSC) and Ontario (OSC, together with the BCSC, the Commissions) released the reasons for their decision in Re Hecla Mining. The Commissions had previously dismissed the application by Hecla Mining Company (Hecla) to cease trade a private placement of Dolly Varden Silver Corporation (Dolly Varden) launched in the face of…

Nominee Directors: Rights and Responsibilities

October 25, 2016

First published by The American Lawyer, this paper examines the responsibilities of nominee directors, particularly as they apply to boards of Canadian companies, and how these directors can protect themselves from conflict situations.

Bill C-25 Looks to Include Majority Voting, Diversity Disclosure Requirements in Canada Business Corporations Act

October 24, 2016

The Government of Canada recently introduced Bill C-25 (Bill), titled “An Act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act and the Competition Act”. Among the changes to the Canada Business Corporations Act (CBCA) proposed in the Bill are: Substantial amendments to the director-election provisions A requirement for certain corporations to send…

A New Arrangement? Alberta Court Requires Shareholder Vote for Acquiring Company in a Plan of Arrangement

October 11, 2016

In a recent Court of Queen’s Bench of Alberta case,  Alberta Oilsands Inc. (Re) (Alberta Oilsands), Justice A. D. Macleod made a surprising decision in the context of a plan of arrangement under the Business Corporations Act of Alberta (ABCA). Justice Macleod held in Alberta Oilsands that shareholders of an acquiring company in a plan of arrangement, at least on…

CSA Identifies Only a Small Step for Women; No Giant Leap for Humankind

October 5, 2016

On September 28, 2016, the Canadian Securities Administrators (CSA) published CSA Multilateral Staff Notice 58-308 – Staff Review of Women on Boards and in Executive Officer Positions – Compliance with NI 58-101 Disclosure of Corporate Governance Practices (Notice). The Notice continues the review, for a second year, of “comply or explain” disclosure provided by non-venture public companies in Manitoba, New…

Securities Law: Year in Review

September 29, 2016

2016 has seen a number of significant developments in Canadian securities law.  Topics: Year-to-Date Market Update Cooperative Capital Markets Regulator Update Whistleblower Policy Securities Class Action Update Private Placements and New Exemptions Gender Diversity on Boards Speakers: Andrea Laing, Partner, Blakes Ross McKee, Partner, Blakes Stacy McLean, Partner, Blakes Eric Moncik, Partner, Blakes John Tuzyk, Partner, Blakes Mandatory Continuing Education…

Alberta Securities Commission Proposes Adoption of Gender Diversity Disclosure Requirements

September 21, 2016

On September 14, 2016, the Alberta Securities Commission (ASC) published for comment proposed amendments to National Instrument 58-101 – Disclosure of Corporate Governance Practices and Form 8-101F1 – Corporate Governance Disclosure that establish disclosure requirements regarding the representation of women on boards of directors and in executive officer positions of non-venture issuers as well as with respect to term limits…

OSC’s Recently Launched Whistleblower Program: A Walkthrough

September 13, 2016

As it officially opened its Office of the Whistleblower, the Ontario Securities Commission (OSC) also unveiled the final version of OSC Policy 15-601 – Whistleblower Program (Policy), which provides the framework for the OSC’s whistleblower program (Program) under which whistleblowers may be able to receive monetary rewards of up to C$5-million for providing information about violations of securities laws to…