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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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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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After a long journey through the legislative process, Bill C-25, which amends the Canada Business Corporations Act (CBCA), together with the Canada Cooperatives Act and the Canada Not-for-profit Corporations Act, received Royal Assent on May 1, 2018. The amendments to the CBCA, once in force, will affect federally incorporated companies in three main areas: director ...

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Following some controversy arising from the use of “soliciting dealer arrangements” in recent proxy contests, the Canadian Securities Administrators (the “CSA”) have released a staff notice and request for comment (the “Staff Notice”) seeking a range of general information from market participants about their prevalence and use, as well as the ...

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Canada’s takeover bid regime was overhauled in 2016, with the intention of rebalancing the dynamics among offerors, target boards, and target shareholders (the “New Takeover Regime”). The New Takeover Regime comprises three key elements:

  • bids must remain open for a minimum of 105 days (unless the target board reduces the period - to a minimum of 35 days - or enters ...
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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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