Category: Capital Markets

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Commenters Don’t Hold Back: Responses to Civil Liability and Enforcement Provisions of Draft Cooperative Capital Markets Legislation

April 6, 2015

INTRODUCTION   The consultation drafts of the proposed uniform provincial capital markets legislation, Provincial Capital Markets Act (PCMA), and federal capital markets legislation, Capital Markets Stability Act (CMSA), (Consultation Drafts) propose new, and in some instances unprecedented, civil liability and regulatory and criminal enforcement provisions which, if enacted, will have important implications for capital markets participants.   The PCMA and…

Too Many Changes, More Consultation Required: Comments on Proposed Cooperative Capital Markets Legislation

April 2, 2015

Comments on the consultation drafts of the uniform provincial capital markets legislation, Provincial Capital Markets Act (PCMA), and new federal capital markets legislation, Capital Markets Stability Act (CMSA), (Consultation Drafts) by capital markets stakeholders suggest that additional “robust” consultation is required for the PCMA and CMSA, particularly given the significant changes to securities and capital markets laws that such proposed…

Fundamental Changes to Take-over Bid Regime One Step Closer With Release of Draft Amendments

April 1, 2015

On March 31, 2015, the Canadian Securities Administrators (CSA) released draft amendments to Canada’s take over bid regulatory regime. As previously announced by the CSA in September 2014, the amendments will increase the minimum period that a take-over bid must remain open from 35 days to 120 days—unless the target board consents to a shorter period of not less than…

B.C. Increases Access to Private Placements for Institutional Investors

March 30, 2015

BC INSTRUMENT 51-512 CERTAIN PRIVATE PLACEMENTS   By an instrument effective March 23, 2015, the British Columbia Securities Commission (BCSC) removed barriers to participation by institutional investors in private placements by foreign issuers by addressing two requirements that are unique to Canada.    The BCSC instrument grants an exemption from:   Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter…

New P&C Insurance Demutualization Regulations: Unknown Unknowns

March 11, 2015

  On February 28, 2015, the Department of Finance released draft regulations under the Insurance Companies Act (Act) providing for a framework for the demutualization process applicable to mutual property and casualty insurance companies (P&C insurers). Demutualization is the process through which a mutual company is converted into a corporation with common shares. The Act requires that rules for demutualizing…

​​Still Exempt? Important Changes to the Private Placement Regime

March 4, 2015

  The Canadian Securities Administrators (CSA) and Ontario Securities Commission (OSC) have finalized significant amendments to National Instrument 45-106 Prospectus Exemptions (NI 45-106) and the Companion Policy 45-106CP Prospectus Exemptions (Companion Policy) (which includes dropping “and Registration” from their names, since they no longer deal with registration). These amendments include changes to the accredited investor prospectus exemption (Accredited Investor Exemption),…

​New Securities Rules for ABCP Conduits Coming into Effect May 5, 2015

February 27, 2015

  Canada’s C$30-billion market for “asset-backed commercial paper” will soon be regulated by Canada’s securities regulators (CSA) for the first time. The new rules published by the CSA (New Rules) are much less extensive than the CSA’s initial 2011 proposals, which contemplated the comprehensive regulation of securitized products, and are milder than the CSA’s more targeted 2014 rewrite (2014 Proposals)….

OTC Derivatives Trading and Clearing Rules Move Closer to Implementation

February 26, 2015

  Canada’s securities regulators have taken two additional steps towards implementing a comprehensive regulatory framework for over-the-counter derivatives (OTC Derivatives) and satisfying Canada’s G20 commitments in respect of mandatory trading and central counterparty clearing of standardized OTC Derivatives. The most recent regulatory notices discuss the basis on which certain standardized OTC derivatives will be required to be traded over organized…

Are We Closer to Fixing the Proxy Voting System?

February 23, 2015

The integrity of the shareholder vote is a cornerstone of shareholder democracy for public companies. Shareholders’ ability to “have their say” is exercised at shareholder meetings largely through proxy voting, which is a fundamental feature in our capital markets. The layers of depositaries and intermediaries for beneficial ownership are viewed by many as a necessary evil. To facilitate the complexities…

OSC Expects REIT Distributions Disclosure to Yield More Information

February 5, 2015

  In the current low interest rate environment, yield-hungry investors have been particularly attracted to real estate investment trusts (REITs), which, as tax-efficient, flow-through investment vehicles, aim to pay regular cash distributions to their unitholders. The Ontario Securities Commission (OSC) recently reviewed the disclosure provided by 30 REITs to assess the quality and sufficiency of disclosure provided concerning the sustainability…

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