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Securities

OVERVIEW

The following updates are intended to give you a summary of recent developments in securities laws in Ontario and the rest of Canada. Please let us know if there are any topics of interest to you and we will do our best to make sure we discuss them in upcoming updates. We hope that you find the information provided useful and we look forward to helping your business grow.

2020

JULY 14

10 Considerations Special Committees Should Address in A Going Private Transaction

Public issuers may choose to go private for several reasons. Among those most common may include the desire to minimize the time and costs affiliated with being a reporting issuer (audit, legal, transfer agent, stock exchange), the potential for greater fundraising activities, and the ability to close transactions faster. We have prepared this article to summarize ten (10) considerations that issuers, directors and special committee members should turn their minds to during a going private transaction.

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JUNE 08

CSA Announces Amendments to Regulatory Framework for at-the-Market Distributions

On June 4, 2020, as part of its effort to reduce the regulatory burden, the Canadian Securities Administrators (the "CSA") announced amendments coming into effect on August 31, 2020 (the "Amendments") to the regulatory framework for at-the-market ("ATM")distributions. Among other things, the Amendments will eliminate the requirement to obtain exemptive relief from securities regulatory authorities and will streamline the process for conducting an ATM distribution.

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MAY 13

Recap of the OSC's Seminar: COVID-19 - Continuous Disclosure Obligations and Considerations for SMEs

The Ontario Securities Commission (the "OSC") hosted a presentation entitled "Continuous Disclosure Obligations and Considerations for Small and Medium Enterprises" ("SMEs") on May 6, 2020 (the "Presentation"). The purpose of this article is to summarize some of the key points discussed during the Presentation, with a particular focus on management's discussion and analysis ("MD&A"), financial information, material change reports ("MCRs") and temporary relief for executive compensation disclosure.

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APRIL 22

Get a Head Start - Avoid Prospectus Approval Delays by Pre-Filing a Prospectus on a Confidential Basis

On March 5, 2020 the Canadian Securities Administrators (the "CSA") introduced a harmonized process for full reviews of prospectuses on a confidential pre-filing basis for non-investment issuers (the "Pre-File Process"). The concept of pre-filing a prospectus for comment is not new, however it was previously applied inconsistently by the various regulators. This prompted the CSA to respond by releasing its Staff Notice 43-310 Confidential Pre-File Review of Prospectuses (for non-investment fund issuers) (the "Staff Notice") to help harmonize the pre-filing process, and to help issuers obtain more certainty and flexibility in prospectus offerings.

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APRIL 15

TSXV Announces Temporary Relief of $0.05 Minimum Pricing Requirement

Pursuant to a bulletin issued on April 8, 2020, the TSX Venture Exchange ("TSXV") implemented further temporary relief measures (the "Temporary Relief") in response to the COVID-19 pandemic, regarding its $0.05 minimum pricing requirement.

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APRIL 03

Canadian Securities Regulators and TSX Publish Details of Blanket Relief; Extension of AGM Deadlines Under Business Corporations Act (Ontario)

MARCH 23

COVID-19 and Shareholder Meetings: Now What?

We have received several inquiries from clients asking for guidance regarding their shareholders meetings in light of the rapidly evolving novel coronavirus pandemic and the need to socially distance ourselves. With the AGM meeting season upon us, this article seeks to provide information relating to (i) the options available for holding AGMs in light of the COVID-19 concerns and (ii) the procedures to be followed in the event that an issuer decides to change the date, time or location of its in-person AGM due to COVID-19.

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MARCH 19

The CSA to Grant Temporary (45-Day) Relief for Some Regulatory Filings Due to COVID-19

This article highlights some of the key points around the CSA's 45-day extension and what issuers and other capital market participants need to know with respect to regulatory filings due to COVID-19.

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MARCH 10

Are You Properly Relying on The Private Issuer Exemption To Issue Shares or Other Securities?

Many private issuers incorrectly assume that because they are non-distributing companies (i.e. not public), securities laws do not apply to them. This is an incorrect assumption that could result in issuers unknowingly acting contrary to securities laws. The purpose of this article is to review the principal elements of the Ontario private issuer exemption...

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MARCH 02

Getting Psychedelic in Canada: Legalities of Psychedelic Therapies

This bulletin provides an introduction into psychedelics and their potential therapeutic applications and describes the legal process through which companies can become involved in this developing field, classified by many as a “psychedelic renaissance.”

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2019

SEPTEMBER 12

Hot Off the Press: the CSA Issues Guidance on Climate Change-Related Risks

On August 1, 2019 the Canadian Securities Administrators ("CSA") published Staff Notice 51-358 Reporting of Climate Change-related Risks (the "Notice") to highlight the responsibilities, risks and materiality considerations that board members and key personnel should consider in light of climate change-related issues as they relate to the issuer's Management's Discussion and Analysis ("MD&A") and Annual Information Form ("AIF")...

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JUNE 10

Declaring a Cash Dividend: Remember the Solvency Tests!

While the board of directors of a corporation governed by the Business Corporations Act (Ontario) (the "OBCA") has the power to declare dividends, its authority to declare and pay cash dividends is subject to compliance with two statutory solvency tests.

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MAY 08

Out with the Old In With the "Re-NEWed System" to Replace SEDI, SEDAR and NRD

On May 2, 2019 the Canadian Securities Administrators ("CSA") issued a press release introducing the National Systems Renewal Program ("NSPR") aimed at developing a new centralized information technology system (the "Renewed System") to replace various local records filing systems, as well as the System for Electronic Development Analysis and Retrieval ("SEDAR"), the System for Electronic Disclosure by Insiders ("SEDI"), and the National Registration Database ("NRD"). 

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APRIL 25

Proposed Changes to the Canada Business Corporations Act

On April 8, 2019, the federal government introduced Bill C-97 in order to implement its spring budget. Bill C-97 proposes to effect amendments to a number of federal statutes, including making important changes to the Canada Business Corporations Act ("CBCA").

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MARCH 08

The OSC's Response to Reduce Regulatory Burden

The Ontario Securities Commission (the "OSC") recently published Staff Notice 11-784 ¾ Burden Reduction (the "Staff Notice") to seek the consultation of stakeholders to address ways the OSC can reduce unnecessary regulatory burdens. The efforts undertaken by the OSC are intended to support the Ontario government's Open for Business Action Plan and can be seen as complementing the existing regulatory reduction projects initiated by the Canadian Securities Administrators (the "CSA") discussed below in the section entitled "Background"...

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2018

MARCH 29

The CSA Proposes Tougher Rules For Syndicated Mortgages

The Canadian Securities Administrators (the "CSA") have unveiled new rules addressing syndicated mortgages with the dual objectives of establishing a more consistent framework across the country and enhancing investor protecting through greater transparency...

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2017

OCTOBER 24

Changes To The TSX Company Manual On Website Disclosure Rules And Equity Compensation Plans Come Into Force

Following the completion of two comment periods in May 2016 and April 2017 respectively, the Toronto Stock Exchange ("TSX") finalized amendments to Parts IV and VI of the TSX Company Manual (the "Manual")...

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SEPTEMBER 05

ICO's Cryp-Toeing Around Securities Regulation?

The increasing prevalence of Initial Coin Offerings ("ICOs") or Initial Token Offerings ("ITOs") has observers wondering just how far companies can go before securities regulation brings it to a halt.

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AUGUST 10

Market Participants Take Note: Securities Regulators To Subject Special Transactions To Greater Scrutiny And On A Real-Time Basis

On July 27, 2017, the securities regulatory authorities of Ontario, Quebec, Alberta, Manitoba and New Brunswick (collectively, "Staff") published comments in a Notice (the "Notice") on Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"), advising market participants of their collective intention to subject material conflict of interest transactions ("Special Transactions") to greater scrutiny by reviewing them in "real time."

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2015

MAY 11

Securities Bulletin - Equity Crowdfunding in Canada: An Update

Ryan M.J. Hayes and Jordan R. Schwartz, Equity Crowdfunding in Canada: An Update, May 11, 2015

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APRIL 24

Securities Bulletin - Amendments to Disclosure Rules for Venture Issuers

 

 

 

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2014

OCTOBER 24

Securities Bulletin

FEBRUARY 05

Phase 2: IIROC's Proposed Final Set of Reforms

JANUARY 31

Status of Equity Crowdfunding

2013

NOVEMBER 21

CSA to Regulate Proxy Advisory Firms

NOVEMBER 21

OSC Proposes Gender Equality on Boards and in Senior Management Positions

SEPTEMBER 27

BCSC Finds Canaco Resources Inc. Did Not Breach Securities Laws

APRIL 24

Canadian Securities Regulators Implement Disclosure Requirements For Investment Costs And Performance

APRIL 01

Notice and Access Adopted in Canada

MARCH 22

Commitment to Complete Bought Deal Tested in Court

Blair Bowen and Michael Kutner explain the Court's Decision in favour of Stetson Oil & Gas Ltd.  in an action brought against Thomas Weisel Partners Canada Inc. for breach of a bought deal engagement letter.

 

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FEBRUARY 01

OSC Considers New Capital Raising Prospectus Exemptions

Dunny Medina and Michael Kutner review the new Capital Raising Prospectus Exemptions being considered by the OSC in the attached article.

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2012

DECEMBER 01

TSX Amends Election Rules

SEPTEMBER 01

TSX Venture Exchange Implements Temporary Relief Measures

JANUARY 01

Supreme Court of Canada Rejects Canadian Securities Act

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