Category: Capital Markets

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IIROC and MFDA Statements of Priorities Show Continued Focus on Conflicts, Transparency and Cybersecurity in 2018

February 1, 2018

The Investment Industry Regulatory Organization of Canada (IIROC) and the Mutual Fund Dealers Association of Canada (MFDA) have each released statements of priorities for 2018. Taken together, and in conjunction with recently stated priorities of provincial securities regulators such as the Ontario Securities Commission, the statements illustrate that securities regulators will continue to focus closely on issues of conflicts of…

Bill 101 Aims to Bring Mandatory Compensation Voting, Majority Voting and Diversity Disclosure to Ontario Companies

January 29, 2018

Bill 101, Enhancing Shareholders Rights Act, 2017 (Bill 101), a private member’s bill that has passed second reading in the Ontario Legislative Assembly, proposes changes to the Business Corporations Act (Ontario) (OBCA), including majority voting for directors, diversity disclosure and shareholder approval of binding compensation policies. Some of these proposed changes to the OBCA (Proposed OBCA Amendments) align with the…

Update on the OSC Whistleblower Program: Proposed Amendments Focus on Eligibility of In-House Counsel

January 25, 2018

The Ontario Securities Commission (OSC) adopted OSC Policy 15-601 – Whistleblower Program (Policy), creating its Whistleblower Program (Program) in July 2016. The Program is intended to encourage whistleblowers to report information on serious securities-related misconduct, including by offering monetary rewards to whistleblowers. This bulletin looks at two developments in respect of the Program, including a proposed amendment to the Program…

Alert: CSA, OSC Remind Non-Canadian Trading Platforms of Canadian Regulatory Requirements

January 17, 2018

On January 4, 2018, the Canadian Securities Administrators (CSA) published Staff Notice 21-322 Applicability of Regulation to the Operation of MTFs or OTFs in Canada (CSA Staff Notice) and the Ontario Securities Commission (OSC) published Staff Notice 21-711 Multilateral Trading Facilities – Exemption from Requirement to be Recognized as an Exchange (OSC Staff Notice, and together with the CSA Staff…

2018 Proxy Advisory Firm Voting Guidelines: Canadian Highlights

January 15, 2018

As an early step in preparing for the upcoming proxy season, issuers should familiarize themselves with the Canadian proxy voting guidelines recently published by Institutional Shareholder Services Inc. (ISS) and Glass Lewis & Co. (Glass Lewis). This bulletin addresses certain of the updated topics covered by the ISS benchmark policy recommendations and Glass Lewis proxy guidelines and shareholder initiatives guidelines,…

Catucci v. Valeant: Implications for Quebec Financings

January 10, 2018

Quebec courts have reaffirmed how challenging it can be for underwriters, issuers and other defendants to resist securities class actions for statutory primary market liability at the authorization or “certification” stage. In 2017, the Superior Court of Québec and the Québec Court of Appeal gave the green light for a class action lawsuit involving Valeant Pharmaceuticals International Inc. (Valeant), a…

Clarity for Offshore Distributions by Ontario Issuers: OSC Adopts Rule 72-503 Distributions Outside Canada

January 4, 2018

On December 21, 2017, the Ontario Securities Commission (OSC) adopted OSC Rule 72-503 Distributions Outside Canada (Rule 72-503) and Companion Policy 72-503CP (72-503CP, and together with Rule 72-503, the Final Rule). The Final Rule aims to provide Ontario issuers and their underwriters with more certainty regarding the application of Ontario prospectus and dealer registration requirements to distributions of securities to investors…

Bill 141: New Governance Rules for Certain Quebec Companies

December 11, 2017

Directors of Quebec insurers, trust and savings companies and deposit institutions will have increased duties regarding the development and enforcement of “sound commercial practices” and “sound and prudent management practices” in order to comply with new regulations enacted by Bill 141. The bill, titled An Act mainly to improve the regulation of the financial sector, the protection of deposits of…

Are Directors Independent? It Depends: CSA Revisiting Regime

November 15, 2017

The Canadian Securities Administrators (CSA) have released CSA Consultation Paper 52-404 – Approach to Director and Audit Committee Member Independence (Consultation Paper) and are inviting comments on the current approach to director independence determinations and board committee membership. Although the CSA regime has remained largely unchanged since 2004, the views of various governance commentators have evolved over time, with some…

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