Latest Publications


When Do Canada’s Prospectus Requirements Apply? - The Canadian Way – Your Guide to Canada’s Securities Laws: Volume 1, Number 8 –...

It’s no surprise that the prospectus requirements of Canada’s securities laws – that is, the need to use a Canadian prospectus or rely on a prospectus exemption – apply when a Canadian issuer sells securities to investors in...more

11/8/2013 - Canada Investors Prospectus Sales

Multilateral Instrument 51-105: How Private Placements Can Trigger Public Company Status in Canada - The Canadian Way – Your Guide...

Multilateral Instrument 51-105 (MI 51-105) was adopted in 2012 by most of the provinces in Canada. It can cause an issuer that makes private placements into Canada to become subject to ongoing Canadian public company...more

10/7/2013 - Canada Private Placements

What’s Really Going On with Canadian Wrappers? The Canadian Way – Your Guide to Canada’s Securities Laws -- Volume 1, Number 6 –...

Have you heard that Canadian wrappers are a thing of the past and can be relegated to the dustbin of history? If that’s what you’ve heard, then you’ve heard wrong. Canadian wrappers are often still required. And even though...more

9/11/2013 - Canada FINRA SEC Securities

Giving Investment Advice to Canadian Clients -- Volume 1, Number 5 - August 19, 2013

U.S. and other non-Canadian investment advisers can easily become qualified to give investment advice to Canadian clients under Canada’s international adviser exemption. Only a few simple steps need to be taken before...more

8/19/2013 - Canada Investment Adviser

What You Need to Know About Soliciting Fund Investors in Canada -- Volume 1, Number 4 - August 6, 2013

Investment funds and their managers need to be aware of special rules in Canada that can require the manager to register as an investment fund manager if there are Canadian investors in a fund that it manages. This...more

8/6/2013 - Advertising Canada General Solicitation Investment Funds Investors Private Placements

SEC Eases Publicity Restrictions for Some Private Placements, but with Strings Attached

The Jumpstart Our Business Startups Act (JOBS Act) was intended to stimulate the growth of small businesses by relaxing a number of requirements and restrictions under U.S. federal securities laws. One of the most potentially...more

8/1/2013 - Accredited Investors Advertising Bad Actors Canada Form D Filing General Solicitation JOBS Act Private Placements Regulation D Rule 144A Rule 506 Offerings SEC

Raising Capital in the United States: A Guide to Using MJDS for U.S. Public Offerings and Periodic Reporting

About this Publication: This publication is written for Canadian companies considering accessing the U.S. public capital markets through the Multi-jurisdictional Disclosure System (“MJDS”) and for those Canadian...more

8/1/2013 - Canada Disclosure Requirements Dodd-Frank Funding JOBS Act Nasdaq NYSE Public Offerings Reporting Requirements Sarbanes-Oxley SEC

Mining Review -- July 2013: Recent SEC FAQs on Disclosure of Payments to Governments and on Conflicts Minerals

On May 30, 2013, the U.S. Securities and Exchange Commission (SEC) published a list of Frequently Asked Questions (FAQs) to provide guidance on the rule adopted to implement the Dodd-Frank Act requirements to disclose...more

7/30/2013 - Conflict Mineral Rules Dodd-Frank Mineral Extraction Oil & Gas Resource Extraction SEC

Becoming a 10% Shareholder of a Canadian Public Company

Investors in a Canadian public company need to be aware of the consequences of becoming a holder of 10% or more of any class of its voting or equity securities. Canada’s requirements are in some ways very similar to the...more

7/16/2013 - Canada Investors Publicly-Traded Companies Shareholders

Strategies for Complying with Canada’s Dealer Registration Requirements - Volume 1, Number 2 - July 2, 2013

Securities dealers, investment fund managers and others selling securities into Canada need to be aware of Canada’s securities dealer registration requirements and determine the best way to comply with them....more

7/2/2013 - Broker-Dealer Canada Fund Managers Investment Funds Registration Securities Dealers

Corporate Review June 2013 - Changes to Impact U.S. and Canadian Public Companies Using COSO Internal Control Framework

The Sarbanes-Oxley Act of 2002 requires companies that are subject to U.S. reporting requirements to establish and maintain a system of internal control over financial reporting and periodically assess the effectiveness of...more

6/26/2013 - Canada Compliance COSO Internal Controls Reporting Requirements Risk Assessment Risk Management Sarbanes-Oxley

Easy Steps for Extending a Rights Offering into Canada: Volume 1, Number 1 - June 17, 2013

Allowing Canadian investors to participate in a global rights offering is easier than you think. There are two relatively simple approaches....more

6/17/2013 - Accredited Investors Canada Exemptions Investors Rights Offering

Canadian Securities Regulators Grant Exemptions from Wrapper Requirements

A group of securities dealers has successfully obtained relief from most of the requirements that typically drive the need for a Canadian private placement supplement, or wrapper, for selling securities of non-Canadian...more

5/1/2013 - Canada Canadian Securities Administration Exemptions Investors SEC Securities

Significant Changes Proposed to Early Warning Regime – Key Disclosure Trigger Lowered to 5%

The Canadian Securities Administrators (the CSA) have proposed significant amendments to the “early warning” regime with respect to the disclosure of ownership positions in Canadian public companies....more

3/15/2013 - Canada Canadian Securities Administration Disclosure Requirements Early Warning Regime Proposed Amendments Reporting Requirements Securities

2012 Capital Markets Review

2012 Capital Markets Review - Our Capital Markets Review is well established as one of Osler’s most popular publications. It contains our analysis of events that have affected the Canadian capital markets during the past...more

1/10/2013 - Corporate Governance IPO Mining Natural Gas Oil & Gas PETRONAS Private Equity Proxy Solicitations REIT

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