Category: Capital Markets

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…

Public Offerings and Continuous Disclosure under Cooperative Capital Markets Regulatory System: Tip of the Iceberg

December 8, 2014

  The federal government and the governments of British Columbia, New Brunswick, Ontario, Prince Edward Island and Saskatchewan (Participating Provinces) have signed a memorandum of agreement to formalize the terms and conditions of the new proposed cooperative capital markets regulatory system (Cooperative System), which will be administered by a single Capital Markets Regulatory Authority (Authority).   Given the scope of…

Cooperative Capital Markets Regulatory System’s Approach to Take-over Bids and Issuer Bids

December 5, 2014

  As we have previously reported, the federal government and the governments of British Columbia, New Brunswick, Ontario, Prince Edward Island and Saskatchewan (Participating Provinces) have signed a memorandum of agreement in respect of a proposed cooperative capital markets regulatory system (Cooperative System). As part of this Cooperative System, existing provincial securities legislation will be replaced in the Participating Provinces…

A War Measures Act for Canada’s Financial System: Regulation of Systemic Risk by Cooperative Capital Markets Regulator

December 4, 2014

  The Canadian government and the governments of British Columbia, New Brunswick, Ontario, Prince Edward Island and Saskatchewan (Participating Provinces) have signed a memorandum of agreement to formalize the terms and conditions of a proposed cooperative capital markets regulatory system (Cooperative System). For more information on this, please see our September 2014 Blakes Bulletin: Cooperative Capital Markets Regulatory System Agreement…

New Cooperative Capital Markets Regulatory System: Proposed Changes to Regulatory and Criminal Enforcement

December 2, 2014

  A memorandum of agreement between the federal government and the governments of British Columbia, New Brunswick, Ontario, Prince Edward Island and Saskatchewan (Participating Provinces) formalizes the terms and conditions of the new proposed cooperative capital markets regulatory system (Cooperative System), which will be administered by a single Capital Markets Regulatory Authority (Authority). For more information on this, please see…

Prospectus Offerings: 5 More Questions Issuers Need to Consider

December 1, 2014

  In our September 2014 Blakes Bulletin: Prospectus Offerings: 5 Questions Issuers Need to Consider (Initial Bulletin), we identified five questions Canadian public companies raising capital should consider. Below, we identify five further questions to be considered prior to launching a prospectus offering of securities.     1) WHAT FORM OF PROSPECTUS TO USE?   Five different forms of prospectus…

CSA Revises Approach to Amending Early Warning Report Regime

November 28, 2014

  The Canadian Securities Administrators (CSA) have provided an update on the status of proposed changes to the regime governing early warning reporting of significant holdings of issuers’ securities. Most notably, the CSA has determined not to reduce the reporting ownership threshold from 10 per cent to five per cent and not to include “equity equivalent derivatives” for the purposes…