Tag archives: Canadian Securities Administrators

New guidance on material climate change disclosure for reporting issuers

On August 1, 2019, the Canadian Securities Administrators (CSA) released CSA Staff Notice 51-358 in efforts to clarify the scope of disclosure for reporting issuers, specifically for smaller issuers. Securities law in Canada requires reporting issuers to disclose material risks affecting their business and, where applicable, the financial impacts of such risks.

While this notice does not produce any new legal ramifications, it is intended to reinforce and expand upon the guidance provided in CSA Staff Notice 51-333 Environmental Reporting Guidance. The driving factor to release this notice was motivated by the following considerations:

  • Increased investor interest.
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Regulators comment on securities law implications for offerings of tokens

On June 11, 2018, the Canadian Securities Administrators (“CSA”) published Staff Notice 46-308 Securities Law Implications for Offerings of Tokens (“Notice”).

The Notice follows from the CSA’s previous guidance in Staff Notice 46-307 Cryptocurrency Offerings, where the CSA explained that many cryptocurrency offerings involve the distribution of securities and are therefore subject to securities laws (including prospectus, registration, and/or marketplace requirements). The Notice expands upon this guidance to focus in particular on offerings of “utility tokens,” which is an industry term often used to refer to a token that has one or more specific functions, … Continue Reading

Canadian Securities Administrators are seeking comments on soliciting dealer arrangements

The Canadian Securities Administrators (the “CSA”) have issued CSA Staff Notice 61-303 and Request for Comment – Soliciting Dealer Arrangements (the “Notice”) on the use of soliciting dealer arrangements. “Soliciting dealer arrangements” generally refer to agreements entered into between issuers and investment dealers under which the issuer agrees to pay to the dealers a fee for each security successfully solicited to tender to a bid in the case of a take-over bid, or to vote in favour of a matter requiring securityholder approval. In many cases, the payment of any fee is contingent on “success” and/or … Continue Reading

Regulators take aim at cryptocurrencies

The emergence of cryptocurrencies and blockchain technology over the past several years has shaken up the financial services sector in unprecedented fashion, in a corner of the Canadian economy that has been notoriously slow to adopt and adapt to innovative change. This phenomenon has the potential to significantly re-shape many aspects of the modern economy. We have reported on this blog in the past (see here and here) on the evolution of blockchain and cryptocurrency and what it could mean for M&A activity in Canada. It looks like that impact could ramp up in the coming months.

At the … Continue Reading

New takeover rules set stage for aggressive M&A tactics

The Canadian Securities Administrators (CSA) are making significant changes to Canada’s takeover bid regime. The reforms are designed to obviate the need for overly aggressive and coercive behaviour on both the offensive and defensive sides of hostile takeovers. When the amendments come into force on May 9, 2016, it will mark the first time that the takeover bid rules have been harmonized across the entire country, as the formerly recalcitrant Ontario securities regime has agreed to abandon its own rules and adopt National Instrument 62-104 Take-Over Bids and Issuer Bids.

The most notable change is the new … Continue Reading

Maximizing shareholder value through process: Canada’s new take-over bid rules

On February 25, 2016, the Canadian Securities Administrators (CSA), which is the association of provincial and territorial securities regulators, published its final amendments to the take-over bid system, which harmonize the rules across all jurisdictions in Canada. The changes, as reflected in National Instrument 62-104 Take-Over Bids and Issuer Bids and National Policy 62-203 Take-Over Bids and Issuer Bids largely reflect the proposed amendments made on March 31, 2015. There are, however, some notable changes designed to facilitate the review process of boards of directors, which are required to maximize shareholder value as part of their fiduciary obligations in the … Continue Reading

Female representation on boards: how does your company stack up?

boardroom-680x220Last year, the Canadian Securities Administrators (CSA) began an initiative to increase transparency regarding female representation on boards and in executive officer positions. This was done by way of proposing amendments to the existing National Instrument 58-101 Disclosure of Corporate Governance Practices (NI 58-101). In the proposal stage, these amendments faced the typical gamut of comments, ranging from applause to dissatisfaction. Deal Law Wire also commented on these amendments in a previous post.

On December 31, 2014 the proposed amendments to NI 58-101 were implemented and, as a participating jurisdiction, Ontario became subject thereto. The … Continue Reading

WARNING! This investment is risky

red-light-680x220Generally, unless there is an applicable exemption, securities of a company cannot be distributed in Canada unless a prospectus has been filed. One common exemption relied upon by private companies is known as the “private issuer” exemption; however, this exemption is only available to issuers that meet certain criteria, including having less than 50 shareholders (not including employees and former employees) and having constating documents (e.g., articles of incorporation) which restrict the transfer of the company’s shares.

If the criteria of the “private issuer” exemption cannot be met, another commonly used prospectus exemption is the “accredited investor” exemption. … Continue Reading

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