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It was almost half a century ago that Milton Friedman pronounced, in a famous article in the New York Times Magazine, that a corporate executive is an agent of the shareholders, that “his primary responsibility is to them,” and that therefore “there is one and only one social responsibility of business - to use its resources and engage in activities designed to increase ...

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Thresholds for notification of mergers under Canada’s Competition Act and the review of foreign investments under the Investment Canada Act have increased for 2019.

Competition Act

Under the Competition Act, the pre-merger notification “transaction-size” threshold for 2019 is now C$96 million, an increase from the 2018 threshold of C$92 million.

Transactions ...

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Posted in Commercial

Corporations governed by the Canada Business Corporations Act (the “CBCA”) will be required to maintain a securities register of all individuals with “significant control” over the corporation pursuant to new legislation coming into force on June 13, 2019. The Budget Implementation Act, 2018, No. 2 (Bill C-86) introduces amendments to the CBCA (the “CBCA ...

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In May, 2018, we published a blog post on amendments to the Canada Business Corporations Act relating to diversity of boards and senior management. In keeping with its continued focus on gender diversity in corporate Canada, on September 27, 2018, the Canadian Securities Administrators (CSA) published CSA Multilateral Staff Notice 58-310 outlining key trends from a ...

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Posted in Securities

The Canadian Securities Administrators (the “CSA”) have released a CSA notice and request for comment on proposed National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure (the “Proposed Instrument”). The Proposed Instrument prescribes disclosure requirements for non-GAAP and other financial measures and, if adopted, will replace the ...

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Posted in Securities

On August 15, 2018, the Canadian Securities Administrators (CSA) announced in CSA Notice 32-302 the pending revocation of:

  1. the Northwestern Exemption in all participating jurisdictions other than Alberta and Saskatchewan; and
  2. BC Instrument 32-517 Exemption from Dealer Registration Requirement for Trades in Securities of Mortgage Investment Entities (BCI 32-517).
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Posted in Securities

In our recent blog post discussing the publication of the Canadian Securities Administrators’ latest continuous disclosure compliance review, available here, we noted that the regulators remain concerned with some reporting issuers’ use of social media, particularly as a medium to disclose material information. On August 7, at 9:48 AM, Elon Musk, the Chair and CEO ...

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In October 2017, the Canadian Securities Administrators (the “CSA”) issued a consultation paper to facilitate a discussion about the appropriateness of the current definition of “independence” for directors and audit committee members of reporting issuers. On July 26, 2018, the CSA published Staff Notice 52-330 (the “Staff Notice”) confirming, in light ...

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Posted in Securities

As part of their oversight responsibilities, the Canadian Securities Administrators (the “CSA”) undertake an ongoing review of the continuous disclosure practices of Canadian issuers. The latest results of this review (which are now released on a biannual basis) have been released by the CSA under Staff Notice 51-355 (the “Staff Notice”). The CSA reviewed ...

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As blockchain technology continues to develop, and its role in fundraising initiatives by technology companies increases, the Canadian Securities Administrators (the "CSA") have issued guidance on the application of securities laws to offerings of blockchain-based tokens ("Tokens"), including a subset of Tokens referred to as "utility tokens". In Staff Notice ...

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Lawson Lundell's Business Law Blog covers a wide range of topics relevant to businesses of all sorts, including corporate governance, corporate commercial law, corporate finance and securities, mergers and acquisitions, procurement, private equity and venture capital, intellectual property, and business taxation. Please also see our litigation, project law, China law, and real estate law blogs. 

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