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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.

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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