Business Law Blog

The Canadian Securities Administrators (“CSA”) recently announced amendments to National Instrument 45-106 – Prospectus Exemptions introducing a new prospectus exemption that is expected to take effect on November 21, 2022 (the “Listed Issuer Exemption”).

Listed issuers that qualify for the Listed Issuer Exemption will be able to distribute freely ...

Amendments to the Canada Business Corporations Act (the “CBCA”) relating to the election of directors and shareholder proposals will come into force on August 31, 2022 (the “Amendments”).

Election of Directors

The Amendments require distributing corporations (which, generally speaking, are public companies governed by the CBCA) to comply with the following ...

For over a decade, Canadian securities regulators have been concerned about the significant variance in disclosure practices surrounding non-GAAP financial measures and the potential to mislead investors. To address these concerns, on August 25, 2021, National Instrument 52-112 – Non-GAAP and Other Financial Measures Disclosure (“NI 52-112”) and its ...

Every year, reporting issuers are faced with the task of tailoring the disclosure for their annual general meeting to an ever-evolving list of changes in corporate and securities laws, updates to stock exchange rules, new guidance from proxy advisors and regulators and developing corporate governance trends.

This checklist and overview of certain matters relevant to ...

Virtual shareholder meetings have become ubiquitous for both public and private companies since the onset of the COVID-19 pandemic. Canadian securities regulators, stock exchanges and federal and provincial governments quickly responded to accommodate electronic meetings where it was otherwise not permitted. In British Columbia, Ministerial Order No. M116 was ...

Every year, reporting issuers are faced with the task of tailoring the disclosure for their annual general meeting to an ever-evolving list of changes in corporate and securities laws, updates to stock exchange rules, new guidance from proxy advisors and regulators and developing corporate governance trends.

This checklist and overview of certain matters relevant to ...

The 50^th Earth Day has passed this year under the shadow of a global pandemic, where the immediacy of human health has eclipsed, for now, the focus on the long-term health of the planet and humanity’s place within it that had begun to preoccupy businesses and investors. From a corporate governance perspective, that is reasonable, as risks to short-term survival take ...

Further to our blog post of March 19, 2020, the Canadian Securities Administrators (the “CSA”) granted temporary, blanket relief to market participants on March 23, 2020 from certain periodic filing requirements due to the COVID-19 pandemic. The relief applies to issuers, investment funds, registrants, certain regulated entities, and designated rating ...

In light of the rapidly evolving developments relating to COVID-19, and recognizing that issuers have an urgent need to focus on critical business decisions, the Canadian Securities Administrators (the “CSA”) have announced that they will grant temporary, blanket relief from the filing of certain documents required to be filed on or before June 1, 2020.

Blanket ...

In the fall of 2018, the Canadian Securities Administrators (the “CSA”) requested comments from stakeholders on a proposed National Instrument 52-112 – Non-GAAP and Other Financial Measures Disclosure (the “Original Proposed Instrument”), which was aimed at prescribing disclosure requirements for non-GAAP and other financial measures to replace CSA ...