Category: Capital Markets

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Canadian Regulators Finalize Mandatory OTC Derivatives Clearing Rules

January 26, 2017

On January 19, 2017, the Canadian Securities Administrators (CSA) published National Instrument 94-101 – Mandatory Central Counterparty Clearing of Derivatives and Companion Policy 94-101 (collectively, the Clearing Rule). Under the Clearing Rule, certain over-the-counter (OTC) derivatives entered into by Canadian local counterparties must be submitted for clearing to a recognized or exempt clearing agency (Clearing Agency). The clearing mandate will…

Blockchain: Things to Consider Before the Securities Industry Leaves the Sandbox

January 26, 2017

There have been many articles, papers, books, seminars, roundtables and conferences around the potential for blockchain and distributed ledger technology (DLT), and announcing trials or tests of new applications for blockchain technologies, especially in the financial services industry. Regulators, recognizing the potential for these applications (as one put it in a metaphor from an older revolutionary technology) to pick up…

CSA Reports on Cybersecurity Disclosure Review

January 24, 2017

On January 19, 2017, the Canadian Securities Administrators (CSA) published Staff Notice 51-347 Disclosure of cyber security risks and incidents (Staff Notice), which reports on their broad-ranging review of the filings of the 240 constituent issuers in the S&P/TSX Composite Index concerning their disclosure of cybersecurity issues. The review focused on how cybersecurity issues have been addressed in risk factor…

Mergers & Acquisitions: Trends to Watch in 2017

December 21, 2016

2016 AND LOOKING FORWARD Canadian M&A activity rose once again in 2016, surpassing a record-breaking 2015 to become the most active year in Canadian deal-making history. In terms of deal value, 2016 will be second only to the peak of 2007. The aggregate value of announced deals to date is C$399.9-billion, while announced deal volume reached an impressive 3,100 transactions….

Reminder: New Alberta Securities Commission Fees Rule Comes Into Effect on December 1

November 21, 2016

On May 30, 2016, the Alberta Securities Commission (ASC) announced important changes to ASC Rule 13-501 Fees (Fee Rule) that will come into force on December 1, 2016. The Fee Rule is a significant modernization of the ASC fee regime, and is intended to balance the needs of the ASC’s operational budget with the financial burden placed on capital market…

CSA Start Allowing International Dealers to Trade Canadian Issuers’ Bonds in Secondary Market

November 15, 2016

The Canadian Securities Administrators (CSA) have started granting their first exemption orders to permit international dealers to engage with Canadian clients in secondary market trading of bonds of Canadian issuers, under certain conditions, as contemplated in their September 1, 2016 guidance notice, CSA Staff Notice 31-346 – Guidance as to the Scope of the International Dealer Exemption in relation to…

New Law on Defensive Tactics: Balancing Business Judgment and Shareholder Choice

October 27, 2016

On October 24, 2016, the Securities Commissions of British Columbia (BCSC) and Ontario (OSC, together with the BCSC, the Commissions) released the reasons for their decision in Re Hecla Mining. The Commissions had previously dismissed the application by Hecla Mining Company (Hecla) to cease trade a private placement of Dolly Varden Silver Corporation (Dolly Varden) launched in the face of…

Nominee Directors: Rights and Responsibilities

October 25, 2016

First published by The American Lawyer, this paper examines the responsibilities of nominee directors, particularly as they apply to boards of Canadian companies, and how these directors can protect themselves from conflict situations.

Bill C-25 Looks to Include Majority Voting, Diversity Disclosure Requirements in Canada Business Corporations Act

October 24, 2016

The Government of Canada recently introduced Bill C-25 (Bill), titled “An Act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act and the Competition Act”. Among the changes to the Canada Business Corporations Act (CBCA) proposed in the Bill are: Substantial amendments to the director-election provisions A requirement for certain corporations to send…

A New Arrangement? Alberta Court Requires Shareholder Vote for Acquiring Company in a Plan of Arrangement

October 11, 2016

In a recent Court of Queen’s Bench of Alberta case,  Alberta Oilsands Inc. (Re) (Alberta Oilsands), Justice A. D. Macleod made a surprising decision in the context of a plan of arrangement under the Business Corporations Act of Alberta (ABCA). Justice Macleod held in Alberta Oilsands that shareholders of an acquiring company in a plan of arrangement, at least on…

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