TSX Adopts Changes to Provide Flexibility to Issuers Pursuing Dilutive Public Company Acquisitions November 8, 2018 Jonah Mann Jeff Hershenfield As we discussed in a July 2018 post, the Toronto Stock Exchange (TSX) recently proposed allowing issuers to issue additional shares beyond the amount for which they have already obtained shareholder approval for use as consideration for the acquisition... Read more
CSA Signal Intention to Control Trading in “Bail-inable” Debt Securities by Securities Dealers October 17, 2018 David Tardif Regulators advise that trades in Canadian “bail-inable” debt securities by persons in the business of trading in securities should be conducted through registered dealers in compliance with usual investor protection requirements, or in reliance... Read more
CSA Change Report of Exempt Distribution October 10, 2018 Stikeman Elliott On July 19, the Canadian Securities Administrators (CSA) announced the adoption of amendments to Form 45-106F1 Report of Exempt Distribution (Report) intended to address concerns expressed by foreign dealers in regards to the Report’s certification... Read more
OSC Enters Into IOSCO’s Enhanced Multilateral MoU on Cooperation and Information Exchange October 10, 2018 Stikeman Elliott The Ontario Securities Commission recently entered into an enhanced multilateral memorandum of understanding (EMMoU) with the International Organization of Securities Commissions. The EMMoU covers mutual assistance and the exchange of information among... Read more
IIROC Withdraws Proposal to Permit Partial Swap Offset Strategies October 3, 2018 Stikeman Elliott The Investment Industry Regulatory Organization of Canada (IIROC) recently announced the withdrawal of proposed amendments to its Dealer Member Rules that would have extended the current margin treatment on swap offsets to partial swap offsets. As we discussed... Read more
OSFI Releases Final Updated Corporate Governance Guideline September 26, 2018 Stuart S. Carruthers On September 18, 2018, Canada’s federal financial institutions regulator, the Office of the Superintendent of Financial Institutions (“OSFI”), released the final version of its revised and updated Corporate Governance Guideline (the... Read more
IIROC Proposes Prohibiting OES Dealers From Providing OES to Registered Dealers September 11, 2018 Stikeman Elliott On July 26, 2018, the Investment Industry Regulatory Organization of Canada (IIROC) proposed amendments to its Dealer Member Rules that would prohibit Dealer Members that provide order execution only services (OES Dealers) from providing OES to a client... Read more
Whistleblower Program Working Well, OSC Finds In Two-Year Review August 29, 2018 Stikeman Elliott The Ontario Securities Commission (OSC) recently released an update on the progress of its whistleblower program. As we discussed in a July 2016 post, the OSC launched the program almost two years ago with the objective of encouraging individuals to report... Read more
Review of Effectiveness of Board Gender Disclosure Added to OSC Priorities for 2018-2019 August 28, 2018 Stikeman Elliott The Ontario Securities Commission (OSC) has released its Statement of Priorities for the fiscal year ending March 2019. While the OSC carried forward most of the priorities from its 2017-2018 Statement of Priorities, a review of the effectiveness of disclosure... Read more
Review of Streamlined Offering Exemption Shows Improved Access to Capital, But Issues Remain August 27, 2018 Stikeman Elliott Over $500 million has been raised by Canadian reporting issuers since the adoption of a streamlined offering exemption in 2015, according to a recent CSA report. Prior to adoption of the streamlined exemption, there were about 13 prospectus-exempt rights... Read more