News & Analysis as of

Lack of Full Disclosure: Special Costs in Failed Anton Piller Order

In recent years, employers have increasingly sought and obtained Anton Piller Orders (“APO”) where a departing employee leaves with confidential information. The strategy is often extremely effective...more

Streamlining Disclosure for Venture Issuers: Proposed Amendments to National Instrument 51-102; Continuous Disclosure Obligations,...

On May 22, 2014, the Canadian Securities Administrators (CSA) published for comment proposed amendments to National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102), National Instrument 41-101 General...more

How Current Does the Information in my Disclosure Document Need to Be?

Many franchisors often ask how current or up-to-date their disclosure document needs to be. They also wonder which items of the disclosure document need to be updated more frequently than others. Franchise legislation in all...more

New Developments in British Columbia’s Consideration of Franchise Law

On March 31, 2014, the British Columbia Law Institute (BCLI), a law reform research organization, published its Report on a Franchise Act for British Columbia (the Report). The Report was divided into two parts: Part one...more

The Corporate Governance Review: Chapter 4: Canada

OVERVIEW OF GOVERNANCE REGIME - Canada’s system of corporate governance is derived from the British common law model and strongly influenced by developments in the United States. While corporate governance practices in...more

Junior Mining: OSC Issues Guidance On MD&A Disclosure

On February 6, 2014, the Ontario Securities Commission (“OSC”) released OSC Staff Notice 51-722 Report on a Review of Mining Issuers’ Management’s Discussion and Analysis Guidance (the “Report”). The Report summarizes the...more

NASDAQ Amending Compensation Committee Director Independence Requirements

On November 26, 2013, the NASDAQ Stock Market LLC (Nasdaq) filed with the Securities and Exchange Commission (SEC) proposed amendments to its listing rules on compensation committee composition to, among other things, replace...more

Proposed New Prospectus Exemption For Distributions To Existing Security Holders Of TSX-V Issuers

On November 21, 2013, the securities regulatory authorities in all Canadian jurisdictions, with the exception of Ontario and Newfoundland and Labrador (the “Participating Jurisdictions”), published for comment Multilateral...more

Securities Regulators Propose Amendments To Oil & Gas Disclosure Standards

The Canadian Securities Administrators (CSA) have published for comment proposed amendments to National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities (NI 51-101) and Companion Policy 51-101CP Standards...more

New Rules in Canada for Payments Contracts

New rules came into effect in Canada on Nov 12, 2013 dealing with contracts between merchants and payment providers (including banks), payment networks, payment hardware providers or multiple service providers, in the credit...more

The Financial Report - Volume 2, No. 19. October 2013 (Global)

Discussion and Analysis - Most of us have seen those top-rated TV commercials for a wireless provider featuring a conservatively dressed man sitting at a little table with several children and asking them, “Is it...more

Things that go bump in the night: Disclosure of Ghosts in Ontario

Remember as a child, that vacant house in your neighbourhood that stood in the shadows and was rumoured to have been the home of several scary ghosts. Remember when you drove past and observed a new family emptying a U-Haul...more

Franchise Review Oct 2013 - Frequently Asked Questions: Can I use my U.S. Franchise Disclosure Document in Canada?

The franchise legislation of Alberta, Prince Edward Island, New Brunswick and Manitoba each contain a provision permitting delivery of a document prepared for another jurisdiction, provided that it is supplemented with any...more

The Financial Report - Volume 2, No. 17 • September 2013

Discussion and Analysis - Even some financial services industry professionals are confused. The 80-year-old prohibition on general solicitation ended on Monday of last week. This means it is now legal for companies to...more

Canadian Securities Administrators Seek Input on Disclosure Regarding the Representation of Women in Public Companies and the...

This summer, Canadian securities administrators issued two consultation papers with comments due this fall. The first initiative is an Ontario Securities Commission (OSC) staff consultation paper on proposed new public...more

CSA Will Not Implement NI 51-103

On July 25, 2013, the Canadian Securities Administrators (“CSA”) announced that they would not pursue implementation of National Instrument 51-103 Ongoing Governance and Disclosure Requirements for Venture Issuers (“NI...more

OSC Proposes Disclosure Requirements Regarding Women on Boards and in Senior Management

On July 30, 2013, the Ontario Securities Commission (OSC), released its proposal to require TSX-listed companies to provide disclosure with respect to women on boards and in senior management as set out in the OSC Staff...more

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

Supreme Court Clarifies Financial Terms Need Not Be Disclosed in Partial Settlements of Multi-party Litigation

In its June 21, 2013 decision in Sable Offshore Energy Inc. v. Ameron International Corp., 2013 SCC 37, the Supreme Court of Canada clarified that the financial terms in partial settlements of multi-party litigation need not...more

OSC Disclosure Obligations Under The Securities Act (Ontario)

On January 11, 2013, the Ontario Superior Court of Justice (Divisional Court) delivered its decision in Re Rankin, upholding the decision of the Ontario Securities Commission (the “Commission”) dismissing an Application to...more

OSC’s Crowdfunding Proposal Receives Favourable Comments

On March 8, 2013, the Ontario Securities Commission (OSC) closed the comment period on its Staff Consultation Paper 45-710: Considerations for New Capital Raising Prospectus Exemptions (the Consultation Paper), which sought...more

Significant Changes Announced for Aboriginal Consultation in Alberta

On April 2, 2013, the Government of Alberta released a revised draft of its First Nations consultation policy, corporate guidelines and consultation matrix for review and comment. This policy calls for significant changes to...more

REGULATORY: Natural Resources: European Commission Issues Consultation for Views on Potential EU Conflict Minerals Initiative;...

The European Commission (EC) Directorate-General for Trade has issued a consultation to solicit interested parties’ views on a potential EU initiative for responsible sourcing of minerals coming from conflict-affected and...more

Asbestos - Does it matter?

Asbestos was often used in the construction of residential properties, particularly in the 1950s to 1970s. Asbestos was primarily used as an insulator because it is heat resistant and has a high tensile strength. It was...more

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

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