On May 1, 2015, amendments to the Business Corporation Act (Yukon) (the Act) came into force. The amendments modernize rules but some amendments are unique to the Yukon and are intended to attract companies to incorporate in the Yukon. The particularly noteworthy amendments in the Act include: a corporation can now serve as a director…
On May 14, 2015, the securities regulatory authorities of BC, Saskatchewan, Manitoba, Québec, New Brunswick and Nova Scotia (the participating jurisdictions) each adopted, by way of local blanket order, a substantially harmonized start-up crowd funding exemption that will permit start-up and early stage companies to raise capital in these jurisdictions. BC’s start-up crowd funding exemption…
The Canadian Securities Administrators (CSA) are implementing amendments to the continuous disclosure and governance obligations of issuers listed on the TSX Venture Exchange (the venture issuers) in the following three national instruments: National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102); National Instrument 52-110 Audit Committees (NI 52-110); and National Instrument 41-101 General Prospectus Requirements (NI…
The launch of the Cooperative Capital Markets Regulatory System (CCMR) has been delayed one year and is now expected to begin operation in the fall of 2016. The federal government announced its commitment to implementing the CCMR in the 2015 federal budget. The below excerpt is from pages 254 and 255 of the budget. It…
Background On March 24, 2015, the Ontario Securities Commission (OSC) released its decision against a former mergers and acquisition lawyer, Mitchell Finkelstein (Finkelstein) and four investment advisors (together, the respondents) in a high profile tipping¹ and insider trading² decision. OSC staff alleged that Finkelstein tipped his long-time friend, Paul Azeff (Azeff), an investment advisor, about…
The Financial Post recently published an article called, “Caught in a web of spinoffs: Inside Canada’s expanding universe of ‘shell’ companies” by Barbara Shecter and Peter Koven. Many of you have probably already seen it, but if you haven’t, I highly recommend that you take a few minutes to read it. The article discusses how…
Upcoming Amendments to National Instrument 45-106 Prospectus and Registration Exemptions (NI 45-106) Amendments to the individual accredited investor (AI) exemption and the minimum amount investment exemption, more commonly known as the $150,000 exemption will come into force on May 5, 20151in NI 45-106, which incidentally, will be renamed to National Instrument 45-106 Prospectus Exemptions. In…
On February 11, 2015, the OSC’s new capital raising prospectus exemption for reporting issuers listed on the Toronto Stock Exchange (TSX), the TSX Venture Exchange (TSXV), the Canadian Securities Exchange (CSE) or the Aequitas NEO Exchange1 (Aequitas and collectively, the Exchanges) is scheduled to come into effect in OSC Rule 45-501 Ontario Prospectus and Registration Exemption….
CSA Announces Limited Extension for Certain CRM 2 Requirements for Dealers and Advisers In an announcement made yesterday by Bill Rice, Chair of the Canadian Securities Administrators (CSA), the CSA has decided: The July 15, 2015 requirements applicable to registered dealers and advisers will be delayed until December 31, 2015. This means that the new…
The Canadian Securities Administrators (the “CSA”) and the Ontario Securities Commission (the “OSC”) recently introduced amendments to the exempt market dealer (“EMD”) registration category. Some of these amendments will undoubtedly make it more difficult for EMDs to become registered or restrict their business activities. Experience As of January 11, 2015, the chief compliance officer (“CCO”)…