Tag archives: securities

Competition Bureau Issues Additional Guidance on Competitor Collaboration During COVID-19 Pandemic

Canadian businesses continue to face unprecedented challenges in light of the rapid spread of COVID-19. On March 20, the commissioner of competition provided some guidance for industry on the continuing application of the Competition Act to competitor collaborations, which we summarized in a recent bulletin. In short, the statement indicated that the Competition Bureau’s pre-existing analytical framework would continue to apply: agreements among competitors to fix prices, allocate markets or restrict output would be pursued criminally, but other agreements among competitors on matters outside these three areas would only be prohibited where they resulted, or were likely to result … Continue Reading

Securities laws – you should follow them

Raising money is exciting. Complying with securities legislation, however, is not quite as exciting, but it is necessary. It is a pain, at the best of times, and a constant struggle between lawyers, who would like every investor in your company to fill out a fifty page document detailing exactly how risky the investment is, and their clients, who would like the money now, please.

A big part of my job is seeking exemptions for my smaller clients from having to comply with the requirement to file a prospectus when they are taking in money. A prospectus is about 200 … Continue Reading

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

Due diligence defence for distribution of securities in breach of securities law

In furtherance of a proposed merger or acquisition, it is common place for an issuer to complete a concurrent private placement in order to, among other things, fund its working capital and current operations, complete the transaction or satisfy regulatory or administrative requirements post-transaction i.e., exchange listing requirements upon completion of a reverse-take over.

Notwithstanding such reason, it is absolutely necessary to the future of the issuer, its directors and officers and any agents, finders, or promoters, to appreciate and understand their responsibilities upon conducting a private placement, as illustrated in the recent British Columbia Securities Commission (CommissionContinue Reading

Seminar – Fundamentals of US securities law: what Canadian lawyers need to know

Join us on March 26, 2015 at the Osgoode Professional Development Centre for a seminar on what Canadian lawyers need to know regarding the fundamentals of US securities law.

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This intensive course, which pairs leading US and Canadian counsel on each issue, provides a comprehensive and up-to-date foundation in the key issues in US securities law.

D. Grant Vingoe, partner in our New York office, and Dawn Whittaker, senior partner in our Toronto office, will chair the event.

Christopher Hilbert, partner in our New York office, and Pierre Dagenais, partner in our Toronto office will discuss public offerings. … Continue Reading

New reporting obligation for transactions affecting tax basis of securities

As a result of new US reporting rules that came into effect on January 1, 2011, Canadian public and private issuers may be subject to a significant information reporting obligation when undertaking one of a wide range of transactions. The new rules are intended to increase compliance in reporting capital gains and losses for US tax purposes.

The rules require issuers of “specified securities” to complete an information return for any “organizational action” that affects the US tax basis of those securities. Specified securities currently include shares of a corporation or a Regulated Investment Company.

On January 1, 2013, or … Continue Reading

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