Category: Capital Markets

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…

2015 Proxy Advisory Voting Guidelines: Proxy Season Highlights

January 30, 2015

  In preparing for the upcoming proxy season, it is important for issuers to be familiar with the current Canadian proxy voting guidelines prepared by Institutional Shareholder Services Inc. (ISS) and Glass Lewis & Co. (Glass Lewis). This bulletin briefly addresses a few of the key corporate governance matters covered by the ISS voting policies and Glass Lewis proxy guidelines…

CSA Implements Amendments to Oil and Gas Disclosure Requirements

January 7, 2015

  The Canadian Securities Administrators (CSA) have implemented significant amendments to the oil and gas disclosure requirements contained in National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities (NI 51-101), its Companion Policy (CP 51-101) and related forms and notices. The changes affect both general, ongoing disclosure relating to oil and gas activities and specific annual disclosure requirements….

Looking to Raise Capital? Doing a Rights Offering in Canada May Get Easier

December 9, 2014

  On November 27, 2014, the Canadian Securities Administrators (CSA) published for comment proposed amendments to the regulation of rights offerings in Canada, including amendments to the existing prospectus exemption for the distribution of rights to existing security holders (Proposed Exemption). If adopted, the Proposed Exemption would allow reporting issuers—other than investment funds subject to National Instrument 81-102 – Investment…