Category: Capital Markets

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Director Independence Regime – Time for a Change?

April 23, 2018

The Canadian Securities Administrators (CSA) have received formal submissions (Submissions) on Consultation Paper 52-404 – Approach to Director and Audit Committee Member Independence (Consultation Paper) from 27 commentators, ranging from public companies, large investors, governance commentators, professional bodies and practitioners at law firms, among others, with several Submissions representing the collective views of numerous contributing organizations. The Consultation Paper considers…

Highlights from CSA’s Report on Climate Change-Related Disclosure Project

April 17, 2018

The Canadian Securities Administrators (CSA) recently released Staff Notice 51-354 – Report on Climate change-related Disclosure Project (Report), providing the results of their review of climate change-related disclosure practices and the adequacy of the existing climate change-related disclosure regime in Canada. In addition, the staff notice sets out the CSA’s plan for continued evaluation and development of the Canadian securities…

No Such Thing as March Break (2018) – Selected Corporate and Securities Law Developments

April 13, 2018

March was once again a busy month this year for corporate and securities law developments, with the publishing of staff notices by the Toronto Stock Exchange (TSX), the Ontario Securities Commission (OSC) and Canadian Securities Administrators (CSA), as well as developments regarding proposed amendments to the Canada Business Corporations Act (CBCA) that continued to make their way through the legislative…

Foreign Policy: Canadian Securities Administrators Release New Foreign Issuer Exemption

April 11, 2018

The Canadian Securities Administrators (CSA) announced they will amend National Instrument 45-102 – Resale Restrictions (NI 45-102) and Companion Policy to NI 45-102 (45-102CP) (Amendments) to provide for a new prospectus exemption for the resale of securities (and underlying securities) by a “foreign issuer”, thus making it easier for Canadian investors to participate in prospectus-exempt offerings by foreign issuers. The…

CSA Announce Policy Projects to Reduce Regulatory Burden for Public Companies

April 6, 2018

The Canadian Securities Administrators (CSA) recently published Staff Notice 51-353 – Update on CSA Consultations Paper 51-404 Considerations for Reducing Regulatory Burden for Non-Investment Fund Reporting Issuers (Notice), which sets out a number of upcoming CSA policy projects intended to reduce the regulatory burden associated with capital raising in public markets (i.e., prospectus-related requirements) and the ongoing costs (i.e., continuous…

2018 Ontario Budget Looks to Enhance Securities Enforcement Activities

April 5, 2018

As part of its 2018 budget (Budget), the Ontario government announced that it plans to propose new tools to enhance and expand the securities enforcement activities of the Ontario Securities Commission (OSC), including in regard to the criminal prosecution of securities fraud. The Budget does not include details of how or when these proposals will be implemented, but the announcements…

Supreme Court Hearing Leaves Cooperative Capital Markets Regulatory System in Limbo

March 28, 2018

The Supreme Court of Canada’s recent hearing on the constitutionality of the proposed cooperative capital markets regulatory system (Cooperative System) has thrown a wrench into the implementation of the Cooperative System. The Supreme Court recently heard an appeal from the Quebec Court of Appeal’s ruling last spring that the Cooperative System is unconstitutional in significant respects. For more information please…

Securities Regulators Tell Aurora and CanniMed to Play by the (New) M&A Rules

March 26, 2018

The Financial and Consumer Affairs Authority of Saskatchewan and Ontario Securities Commission (together, the Commissions) recently released the highly-anticipated reasons for their decision relating to the unsolicited take-over bid (Aurora Offer) by Aurora Cannabis Inc. (Aurora) to acquire CanniMed Therapeutics Inc. (CanniMed). The decision is the first time since the new take-over bid rules were adopted in 2016 that the…

2018 Federal Budget: Selected Tax Measures

February 28, 2018

On February 27, 2018, the Minister of Finance introduced Canada’s 2018 Federal Budget (2018 Budget). The 2018 Budget includes measures affecting the taxation of passive income earned by private corporations, as was expected, although the changes are not as wide-spread as had been previously suggested. In addition, the 2018 Budget includes a mix of targeted anti-avoidance rules, legislative responses to…

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