Ontario Securities Commission

News & Analysis as of

Securities and Corporate Finance Alert: Equity Crowdfunding in Canada Q&A: What is the Current State of the Law?

There is some confusion in the Canadian financial and legal marketplace about the exact state of the law regarding equity crowdfunding. This confusion is understandable, given the fact that there have been a number of...more

Multiple Voting Shares: Don’t Call it a Comeback

Dual class share structures have been thrust back into the spotlight by a recent flurry of initial public offerings of subordinate voting shares, a proposed going private transaction of a dual class share company and...more

The Financial Report - Volume 4, No. 16 • August 2015 (Global)

CSA proposes harmonized reporting for the exempt market. The Canadian Securities Administrators (CSA) published for comment proposed amendments to National Instrument 45-106 Prospectus Exemptions that would introduce a new...more

TSX Provides Guidance to Emerging Market Issuers

In recent years, emerging market issuers have faced greater scrutiny by Canadian regulators as a result of questions and concerns about issuers with significant business operations in emerging markets (emerging market...more

The Financial Report - Volume 4, No. 14 • July 2015 (Global)

US lawmakers seek push out details. US Senators Elizabeth Warren and Elijah Cummings sent a letter to the country’s banking regulators asking for information concerning the effect of an amendment to the Dodd-Frank act...more

Ontario Ministry’s Expert Report Recommends Big Changes to Province’s Corporate Laws

On July 9, 2015, an expert panel convened by the Ontario Ministry of Government and Consumer Services (MGCS) released their final report (the Expert Report) containing many broad recommendations on how to modernize Ontario’s...more

Issuers Apprehensive of OSC’s Proposed Whistleblower Program

The public comments on the Ontario Securities Commission (OSC)’s proposed whistleblower program (Program) evidence considerable concern that the Program could undermine issuers’ internal reporting and compliance programs,...more

Broad Reach for Canadian Securities Regulators for Insider Trading

In a settlement agreement recently endorsed by the Ontario Securities Commission (OSC), respondent Anand Hariharan agreed to settle insider trading allegations made by OSC enforcement staff (Staff) against him. The settlement...more

The OSC Introduces Amendments to the Voluntary Delisting Rules in the TSX Company Manual

An issuer seeking to voluntarily delist its securities from the Toronto Stock Exchange (TSX) is now faced with new rules aimed at providing protection to its security holders, which may require security holder approval to...more

The Financial Report - Volume 4, No. 9 • May 2015 (Global)

Discussion and Analysis - Securities and investment advisory services offered through . . . That phrase is ubiquitous among small and “independent” financial services firms, regularly appearing in 6-point or...more

Canadian Securities Administrators Adopt National Policy 25-201 Guidance for Proxy Advisory Firms

On April 30, 2015, the Canadian Securities Administrators (CSA) adopted National Policy 25-201 Guidance for Proxy Advisory Firms. The Policy may be viewed on the websites of CSA members, including the Alberta Securities...more

CSA Announces Amendments to National Instrument (NI) 45-106

On February 19, 2015, the Canadian Securities Administrators (“CSA”) announced the adoption of changes to the accredited investor and minimum amount investment prospectus exemptions, among other changes. The amendments are...more

Mediation Pilot Program Caps Year of OSC Enforcement Developments

On May 1, 2015, the Enforcement Branch of the Ontario Securities Commission (OSC) will launch a mediation pilot program. This program caps a year that has seen significant changes to the OSC’s approach to initiating and...more

Financial Services Weekly News Roundup - April 2015 #5

Ninth Circuit Denies Rehearing of Northstar v. Schwab. On April 28, the U.S. Court of Appeals for the Ninth Circuit denied the petition of Schwab Investments’ (Schwab) for rehearing and rehearing en banc in the case of...more

Whistleblowers to be Rewarded, Protected under OSC Proposal

Staff of the Ontario Securities Commission (OSC) has released for public comment a consultation paper on a proposed whistleblower program (Program), under which whistleblowers would be eligible for a financial reward of up to...more

The Financial Report - Volume 4, No. 6 • March 2015 (Global)

OSC Investor Advisory Panel annual report. The Ontario Securities Commission (OSC) Investor Advisory Panel submitted its 2013-14 annual report. The report summarizes the Panel’s current activities and priorities as well...more

OSC Affirms Breadth of Inter-Jurisdictional Enforcement Power, Limits on Sanctions in Conrad Black Case

The recent decision in Re Conrad M. Black et al. illustrates how the Ontario Securities Commission (OSC) will use its inter-jurisdictional enforcement authority to impose sanctions relating to conduct in other jurisdictions...more

OSC Expects REIT Distributions Disclosure to Yield More Information

In the current low interest rate environment, yield-hungry investors have been particularly attracted to real estate investment trusts (REITs), which, as tax-efficient, flow-through investment vehicles, aim to pay regular...more

REITs Cautioned on Disclosure Practices

OSC Publishes Results of Review on REIT Distribution Disclosure; Excess Distributions, Non-IFRS Metrics Among Key OSC Concerns - On January 26, 2015, the Ontario Securities Commission published OSC Staff Notice 51-724...more

Prospectus Exemption for Distributions to Existing Security Holders

On March 13, 2014, Canadian securities regulators in all jurisdictions except Ontario and Newfoundland and Labrador adopted a prospectus exemption for issuers listed on the Toronto Stock Exchange (TSX), the TSX Venture...more

Securities Regulation: The Supreme Court of Canada Speaks Again

The Supreme Court of Canada recently issued its decision in McLean v British Columbia (Securities Commission). The case is the first by the Court to address inter-provincial cooperation in relation to securities...more

Supreme Court Defers To Securities Commission On The Interpretation Of Limitation Periods In Secondary Proceedings

On December 5, 2013, the Supreme Court of Canada released its much-anticipated decision in McLean v. British Columbia (Securities Commission), providing clarity on the limitation period applicable to “secondary proceedings”...more

Ambiguity Remains Regarding Threshold for Leave under Part XXIII.1

Ontario’s statutory regime for secondary market liability came into effect in 2006 as a result of amendments to the Securities Act (Ontario) (OSA), which created a statutory cause of action for deficient market disclosure...more

UPDATE: Proposed Class Action Based On Offering Document Misrepresentations Certified For Purposes Of Settlement

On May 21, 2013, Perell J. certified a proposed class action against certain defendants in Zaniewicz v. Zungui Haixi Corp. based on misrepresentations in Zungui’s IPO offering documents and other disclosure documents,...more

Cornish v. Ontario Securities Commission

On March 19, 2013, the Ontario Superior Court of Justice (Divisional Court) released its judgment in Cornish v. Ontario Securities Commission, on appeal from a decision of the Ontario Securities Commission (the “Commission”)...more

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