TSX provides guidance with respect to disclosure and other related requirements for transactions requiring security holder approval


[author: Fabian Monaco]

On September 28, 2012, the Toronto Stock Exchange (“TSX”) published a notice (the “Notice”) to provide guidance with respect to disclosure and other related requirements where a transaction is subject to security holder approval pursuant to the TSX Company Manual (the “Manual”). For security holders to make an informed decision whether to approve a transaction, listed issuers are required to disclose material terms of the transaction either in the circular that will be mailed to security holders or in the form of written consent. Under certain circumstances, certain disclosure is applicable to press releases disclosing the material terms of a transaction.

The guidance provided by the TSX generally applies to transactions involving the issuance of securities such as private placements and acquisitions, and also applies to transactions involving insiders or related parties of non-exempt issuers which do not involve the issuance of securities but which require security holder approval.

If the TSX requires security holder approval or exempts an issuer from security holder approval, listed issuers and their advisors must provide a draft of a circular to the TSX for review at least five business days in advance of finalization of the circular.

The disclosure should include certain terms, as applicable, details of which are outlined in the Notice. For more information, please refer to the Notice, which can be found here.


Written by:

Published In:

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

© Dentons | Attorney Advertising

Don't miss a thing! Build a custom news brief:

Read fresh new writing on compliance, cybersecurity, Dodd-Frank, whistleblowers, social media, hiring & firing, patent reform, the NLRB, Obamacare, the SEC…

…or whatever matters the most to you. Follow authors, firms, and topics on JD Supra.

Create your news brief now - it's free and easy »

All the intelligence you need, in one easy email:

Great! Your first step to building an email digest of JD Supra authors and topics. Log in with LinkedIn so we can start sending your digest...

Sign up for your custom alerts now, using LinkedIn ›

* With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name.