News & Analysis as of

Canada Private Placements

Stikeman Elliott LLP

CSA Announce Temporary SEDAR+ Filing Exemption for Foreign Issuer Private Placements

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On July 20, 2023, the Canadian Securities Administrators (“CSA”) announced a  temporary exemption (the “Exemption”) from the requirements to transmit a Form 45-106F1 Report of Exempt Distribution (“Report of Exempt...more

Dickinson Wright

TSX Amends Rules for Pricing of Public Offerings

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On April 20, 2023, the Toronto Stock Exchange (the “TSX”) adopted, and the OSC provided its notice of approval for, certain amendments (the “Amendments”) to more clearly define the factors that the TSX will now consider when...more

Stikeman Elliott LLP

TSX Amends Pricing Rules for Prospectus Offerings

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On April 20, 2023, the Toronto Stock Exchange (“TSX”) adopted amendments (“Amendments”) to Section 606 – Prospectus Offerings of the TSX Company Manual (“the Manual”). Among other things, the Amendments provide greater...more

Stikeman Elliott LLP

TSX Requests Comments on Proposed Amendments to Section 606 of the Company Manual

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On December 1, 2022, the Toronto Stock Exchange (TSX) published for comment certain proposed amendments (the Proposed Amendments) to Section 606 – Prospectus Offerings of the TSX Company Manual (the Manual). The Proposed...more

Dorsey & Whitney LLP

Raising U.S. Funds Under Canada’s New “Listed Issuer Financing Exemption”

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​​​​​​​As many of our readers will have heard, the Canadian Securities Administrators (“CSA”) has announced the adoption of a new prospectus exemption for certain reporting issuers listed on a Canadian stock exchange (the...more

Stikeman Elliott LLP

OSC Extends Exemption From Underwriting Conflict Disclosure Requirements for Foreign Private Placements

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On March 1, 2022, the Ontario Securities Commission (OSC) made an order extending the blanket relief issued in February 2021 that provides an exemption from underwriting conflicts disclosure requirements for foreign private...more

Dorsey & Whitney LLP

What if You Miss the Deadline to File a Form D?

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As a continuation of our August 9 post regarding the deadline for Canadian companies to file a Form D for a private placement in the United States, we now address the questions, “What if our company missed the deadline to...more

Bennett Jones LLP

TSX Confirms Abbreviated Pricing Timelines Possible Following Release of Material Information

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On May 10, 2018, the Toronto Stock Exchange (TSX) issued a staff notice providing guidance on pricing prospectus and private placement offerings (in either case, an offering) following the release of material information by...more

Dorsey & Whitney LLP

Are Your Private Placement Documents Up To Date?

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Over the last few years, many Canadian junior resource companies and startup companies have cut back on their legal spend, not necessarily undertaking a legal review of each new private placement of securities, or limiting...more

Blake, Cassels & Graydon LLP

CSA Propose Amendments to Reduce Compliance Burden for Private Placement Reports on Form 45-106F1

On June 8, 2017, the Canadian Securities Administrators (CSA) published for comment proposed amendments to Form 45-106F1, the form used for private placement reporting in Canada. The proposed amendments are intended to...more

Bennett Jones LLP

Private Placement of Securities in Canada - Second Edition

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Securities regulation in Canada is a matter of provincial jurisdiction and each of the ten Canadian provinces and three territories has its own securities regulatory body, that enforces the relevant local legislation and...more

Orrick, Herrington & Sutcliffe LLP

Orrick's Financial Industry Week In Review

Financial Industry Developments - SEC Adopts Final Rules to Facilitate Intrastate and Regional Securities Offerings - On October 26, 2016, the Securities and Exchange Commission adopted rules designed to modernize...more

Bennett Jones LLP

Private Placement as Defensive Tactic Considered in Context of New Takeover Bid Rules

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On October 24, 2016, the British Columbia Securities Commission and the Ontario Securities Commission (together, the Commissions) released their much anticipated reasons for their July 22, 2016, order, In the matter of Hecla...more

Blake, Cassels & Graydon LLP

Relief in Quebec Granted to Select Canadian Institutional Investors for Resale of Securities to Outside Canada

The Quebec Autorité des marchés financiers (Authority) recently published two general decisions (commonly referred to as blanket orders) granting certain Canadian institutional investors exemptions from the prospectus...more

Bennett Jones LLP

Harmonized Reporting for Private Placements (with Increased Disclosure Requirements)

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An issuer that distributes securities to the public must either file a prospectus with securities regulatory authorities and deliver such prospectus to prospective purchasers, or rely upon a prospectus exemption available...more

Blake, Cassels & Graydon LLP

One Size for All: Increased Private Placement Reporting Begins June 30

Effective June 30, 2016, issuers will have to report prospectus-exempt distributions that settle on or after that date in any Canadian jurisdiction using a new, harmonized Form 45-106F1 (New Form), with significantly...more

Bennett Jones LLP

New Prospectus Exemption for Investors that Receive Suitability Advice from a Registered Investment Dealer

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Securities regulatory authorities in each of British Columbia, Alberta, Saskatchewan, Manitoba and New Brunswick recently announced the creation of a new prospectus exemption that will allow certain issuers to distribute...more

Blake, Cassels & Graydon LLP

Yet More Enhancements Proposed for Private Placement Reporting

The Canadian Securities Administrators (CSA) have managed to harmonize their differences for reporting prospectus-exempt distributions since their earlier proposals in February and March 2014. They have now proposed a common...more

Blake, Cassels & Graydon LLP

B.C. Increases Access to Private Placements for Institutional Investors

By an instrument effective March 23, 2015, the British Columbia Securities Commission (BCSC) removed barriers to participation by institutional investors in private placements by foreign issuers by addressing two requirements...more

Blake, Cassels & Graydon LLP

2015 Proxy Advisory Voting Guidelines: Proxy Season Highlights

In preparing for the upcoming proxy season, it is important for issuers to be familiar with the current Canadian proxy voting guidelines prepared by Institutional Shareholder Services Inc. (ISS) and Glass Lewis & Co. (Glass...more

Blake, Cassels & Graydon LLP

Alberta Increases Access to Private Placements for Institutional Investors

By blanket order granted November 20, 2014, the Alberta Securities Commission (ASC) removed barriers to participation by institutional investors in private placements by foreign issuers by addressing three requirements that...more

Bennett Jones LLP

Damages Awarded Against Underwriter for Failing to Complete a Bought Deal

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The Ontario Superior Court of Justice recently awarded damages of just over $16 million against Thomas Weisel Partners Canada Inc. (now Stifel Nicolaus Canada Inc.) for failing to close on a bought deal private placement...more

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