Category: Capital Markets

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Horns Locked Between Investors and Issuers Over Proxy Advisory Firm Regulation

July 14, 2014

In our May 2014 Blakes Bulletin: CSA’s Light Touch Proxy Advisory Firm Proposal May Disappoint Issuers, we predicted that the Canadian Securities Administrators’ (CSA) proposed National Policy 25-201 – Guidance for Proxy Advisory Firms (Proposed Policy) might disappoint Canadian issuers. The proposed guidelines have provoked lively criticism from not only issuers, but also institutional investors and their associations, with both…

Saskatchewan and New Brunswick Join the Cooperative Capital Markets Regulatory System

July 10, 2014

On July 9, 2014, the federal Canadian government and the Saskatchewan and New Brunswick provincial governments entered into an amended agreement in principle (the Agreement) to join the Cooperative Capital Markets Regulatory System (the Cooperative System). This amends the September 19, 2013, agreement in principle among the federal government and the British Columbia and Ontario provincial governments to establish the…

Saskatchewan and New Brunswick Join the Cooperative Capital Markets Regulatory System

July 10, 2014

On July 9, 2014, the federal Canadian government and the Saskatchewan and New Brunswick provincial governments entered into an amended agreement in principle (the Agreement) to join the Cooperative Capital Markets Regulatory System (the Cooperative System). This amends the September 19, 2013, agreement in principle among the federal government and the British Columbia and Ontario provincial governments to establish the…

U.S. Supreme Court Delivers Mixed Result in Halliburton Securities Class Action

June 23, 2014

Today the Supreme Court of the United States released its much-anticipated decision in Halliburton Co. v. Erica P. John Fund, Inc., in which it revisited the “fraud-on-the-market” theory. This theory underlies a rebuttable presumption that investors rely on a defendant’s misrepresentation in deciding to buy or sell a company’s securities, and has been a major contributor to the boom in U.S….

CSA’s Light Touch Proxy Advisory Firm Proposal May Disappoint Issuers

May 6, 2014

To address market participants’ concerns about services provided by proxy advisory firms, the Canadian Securities Administrators (CSA) have published for comment proposed National Policy 25-201 Guidance for Proxy Advisory Firms (Proposed Policy). The purpose of the Proposed Policy is to set out recommended practices for proxy advisory firms in relation to the services they provide to their clients and their activities.   In…

Haven’t You Heard? It’s All Being Changed – New Proposals to Private Placement Regime

April 30, 2014

  While recent proposals to add new prospectus exemptions for things like crowdfunding and rights offerings have received much attention, other changes have also been concurrently proposed that would have an impact on the existing exempt distribution regime – so-called “private placements.”   The Canadian regulators have been examining the entire concept of exempt distributions and have arrived at somewhat…

Implementation of Canadian Derivatives Trade Reporting Obligations Postponed

April 11, 2014

  On April 10, 2014, Canadian regulators announced that the effective dates for derivatives trade reporting obligations will be postponed. This announcement addresses uncertainty as to whether systems required to allow market participants to comply with the trade reporting requirements would be ready for the originally planned implementation date of July 2, 2014 in light of the fact that no…

OSC Proposes Four New Capital Raising Prospectus Exemptions

March 28, 2014

  OVERVIEW   On March 20, 2014, the Ontario Securities Commission (OSC) issued a Notice and Request for Comment (Notice) which proposed creating four new capital raising prospectus exemptions in Ontario, including: an offering memorandum (OM) exemption; a friends, family and business associates (FFBA) exemption; an existing securityholder exemption; and a crowdfunding exemption. These new prospectus exemptions were proposed by…

Say on Pay: Is the Canadian Future Voluntary?

March 27, 2014

  With the annual meeting season now underway, Canadian public companies that have not done so may be considering whether they will voluntarily adopt a Say-on-Pay shareholder vote – a shareholder vote approving the company’s approach to executive compensation.   There is no Canadian legal requirement to present a Say-on-Pay vote, nor does it appear there will be any such…

IIROC Proposes Guidance on Underwriting Due Diligence

March 14, 2014

  OVERVIEW   The Investment Industry Regulatory Organization of Canada (IIROC) recently published for comment a proposed guidance note (Proposed Guidance) setting out general principles and specific suggested practices for underwriting due diligence in respect of public offerings. The goal of the Proposed Guidance is to promote consistency and enhanced underwriting due diligence standards. The Proposed Guidance is principally based…

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