Ralph Shay

Ralph Shay


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Latest Publications


Offering memorandum exemption introduced in Ontario and modified in five other provinces

On October 29, 2015, securities regulators in six provinces announced their intention to adopt or modify a prospectus exemption available to issuers that prepare and deliver an offering memorandum (OM) to investors. Ontario...more

11/19/2015 - Amended Regulation Canada Exemptions Offering Documents Prospectus

Proposed amendments to report of exempt distribution

On August 13, 2015, the Canadian Securities Administrators (CSA) published for comment proposed amendments to National Instrument 45-106 Prospectus Exemptions and its Companion Policy. The proposed amendments seek to...more

9/24/2015 - Canada Canadian Securities Administration Disclosure Requirements Financial Crisis Foreign Issuers Issuer Exemption Proposed Amendments Prospectus Public Comment Securities Underwriting

Canadian Securities Regulators release results of Continuous Disclosure Review

On July 16, 2015, the Canadian Securities Administrators (CSA) issued CSA Staff Notice 51-344 summarizing the results of their Continuous Disclosure (CD) Review Program for the fiscal year ended March 31, 2015. The CSA...more

8/19/2015 - Canada Canadian Securities Administration Disclosure Requirements Filing Requirements Financial Reporting Financial Statements Liquidity Material Disclosures Mining Publicly-Traded Companies Related Parties

SEC Proposes Executive Compensation Claw-Back Rules

The US Securities and Exchange Commission has proposed rules that would require issuers listed on US stock exchanges to adopt and disclose a policy to recover, or “claw back”, certain incentive-based compensation. Recovery...more

8/4/2015 - Clawbacks Comment Period Disclosure Requirements Dodd-Frank Executive Compensation Foreign Private Issuers Listing Standards Proposed Regulation Publicly-Traded Companies SEC Total Shareholder Return (TSR)

Access to Capital for Small Businesses: SEC Adopts Final Rules to Implement "Regulation A+" Offering Exemption Under the JOBS Act

The new Regulation A offering exemption, which the SEC recently adopted under Title IV of the JOBS Act, has taken effect. The new rules, also known as “Regulation A+,” permit unregistered public offerings of up to US$50...more

8/3/2015 - Capital Formation Final Rules JOBS Act Regulation A SEC Small Business Small Offering Exemptions Startups Tier 2 Offerings

Canadian securities regulators reach consensus on more target-friendly take-over bid legislation

The Canadian Securities Administrators (“CSA”) have announced that they intend to publish a new proposal for changes to the regulation of take-over bids, replacing the two alternative proposals published for comment in March...more

9/25/2014 - AMF Authorization Canada Canadian Securities Administration Financial Regulatory Reform Takeover Bids

Private Placements By Acquisition Targets – Another Regulatory Grey Area

On November 28, 2012, the British Columbia Securities Commission (BCSC) issued the reasons for the decision it had made following a hearing to consider an application made by Inmet Mining Corporation for certain relief in...more

1/10/2013 - Acquisitions Bids British Columbia Securities Commission Hostile Takeover Private Placements Publicly-Traded Companies Shareholder Rights

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