Category: Capital Markets

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The Cutting Edge of Compliance: Best Practices and Recent Developments in Anticorruption, Investigations and Responding to Government Enforcement

November 15, 2018

Proactive anticorruption compliance programs, risk assessments and detailed due diligence practices can make the world of difference when engaging in global business transactions. Join us for a one-on-one discussion with Jonathan Drimmer, Deputy General Counsel at Barrick Gold, to hear his first-hand experience on the cutting edge of compliance and how proactive efforts can safe-guard your business in foreign jurisdictions….

Second Time’s A Charm: SCC Gives the Green Light to National Securities Regulator

November 12, 2018

On November 9, 2018, the Supreme Court of Canada (SCC) ruled that the proposed cooperative capital markets regulatory system (Cooperative System) is constitutional. The unanimous decision opens the door to a proposed pan-Canadian securities regulator that will exercise delegated authority from participating jurisdictions. Under the proposed Cooperative System, a single regulator – the Capital Markets Authority (Authority) – would receive…

Getting Ready for Proxy Season: Key Developments in Corporate Governance and Shareholder Activism

October 11, 2018

We invite you to join us as we review recent trends and regulatory developments that are influencing public company corporate governance and shareholder activism in the Canadian market.   Among other topics, this program will address:  Getting ready for your annual shareholders’ meeting Lessons from recent proxy contests Board diversity initiatives and disclosure requirements Shareholder engagement plans and policies M&A…

New TSX Rules Governing Special Purpose Acquisition Corporations Now in Effect

October 11, 2018

The Toronto Stock Exchange (TSX) announced amendments (Amendments) to Part X — Special Purpose Acquisition Corporations (SPACs) of the TSX Company Manual (Manual), which came into effect on October 4, 2018. Notable changes to the TSX SPAC rules include codifying exemptions previously provided to SPACs by the TSX and removing the requirement for shareholder approval of a qualifying acquisition subject…

OSFI Issues Updated Securitization Framework for Insurers

October 1, 2018

The Office of the Superintendent of Financial Institutions (OSFI) recently published Draft Guideline B-5: Asset Securitization (Draft Guideline), which sets out an updated regulatory framework for the securitization activities of federally regulated insurers, including foreign insurer branches and mortgage insurers (Insurers). The Draft Guideline will replace the existing OSFI Guideline B-5 published in November 2004, and the related OSFI Advisory:…

CSA Proposes Non-GAAP Financial Measures Rule

September 10, 2018

The Canadian Securities Administrators (CSA) recently issued a request for comment on proposed National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure (Proposed Instrument), which would provide binding requirements for issuers disclosing non-GAAP and certain other financial measures and replace current CSA staff guidance. This bulletin covers the following aspects of the proposed regime: Background Scope “Primary Financial Statements” and…

CSA Highlight Common Deficiencies in Continuous Disclosure

August 7, 2018

The Canadian Securities Administrators (CSA) have released CSA Staff Notice 51-355 – Continuous Disclosure Review Program Activities for the fiscal years ended March 31, 2018 and March 31, 2017 (Notice), summarizing the results of its members’ continuous disclosure review programs for the past two years. The Notice includes information about areas where the CSA have identified common deficiencies, with examples…

CSA Publishes Reforms to Enhance Client-Registrant Relationship and Policy on Embedded Commissions

July 11, 2018

The Canadian Securities Administrators (CSA) recently released two highly anticipated notices related to CSA’s investor protection initiatives. The proposals are the result of a lengthy consultation process and aim to better align the interests of registrants with the interest of their clients, improve outcomes for clients and clarify to clients the nature and the terms of their relationships with registrants….

Canadian Regulators Issue Revised Derivatives Dealer and Adviser Business Conduct Rule Proposal

June 28, 2018

On June 14, 2018, the Canadian Securities Administrators (CSA) published for comment a revised version of Proposed National Instrument 93-101 – Derivatives: Business Conduct (Business Conduct Rule). The Business Conduct Rule would impose a range of requirements on Canadian and foreign persons engaged in the business of trading over-the-counter derivatives (derivatives) (Derivatives Dealers) or advising in connection with transacting in…

TSX Seeks Input on Proposed Changes to Rules Governing Special Purpose Acquisition Corporations

June 14, 2018

The Toronto Stock Exchange (TSX) recently released proposed amendments (Proposed Amendments) to Part X — Special Purpose Acquisition Corporations (SPACs) of the TSX Company Manual (Manual). Notable changes include codifying exemptions previously provided to SPACs and removing the requirement for shareholder approval of a qualifying acquisition subject to certain requirements. The TSX is seeking public comments and responses to certain…

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