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Prospectus Exemptions

Stikeman Elliott LLP

OSC Announces New Exemptions to Support Capital Raising for Early-Stage Ontario Businesses

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On May 9, 2024, the Ontario Securities Commission (“OSC”) announced three new exemptions designed to support capital raising for early-stage businesses in Ontario through the OSC TestLab program. The initiatives include the...more

Bennett Jones LLP

Canadian Securities Regulators Propose Permanent Expedited Well-Known Seasoned Issuer Program

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On September 21, 2023, the Canada Securities Administrators (CSA) published a notice and request for comment regarding proposed amendments to National Instrument 44-102—Shelf Distributions (NI 44-102) and other securities law...more

Stikeman Elliott LLP

CSA Provide Guidance on the Listed Issuer Financing Exemption

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On June 1, 2023, the Canadian Securities Administrators (CSA) published CSA Staff Notice 45-330: Frequently Asked Questions about the Listed Issuer Financing Exemption (the Notice) providing guidance on questions market...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

ASC and FCAA Amend Self-Certified Investor Prospectus Exemption

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The new self-certified prospectus exemption adopted in Alberta and Saskatchewan has been amended in an effort to address inefficiencies and shortfalls and to better facilitate the capital raising efforts of businesses in...more

Blake, Cassels & Graydon LLP

Dispenses temporaires de certaines obligations dans les prospectus préalables de base pour les émetteurs établis bien connus

Le 6 décembre 2021, conformément à l’Avis 44-306 du personnel des ACVM, Décisions générales dispensant les émetteurs établis bien connus de certaines obligations relatives au prospectus (l’« Avis 44-306 »), les Autorités...more

Blake, Cassels & Graydon LLP

CSA Introduces Temporary Exemptions for Well-Known Seasoned Issuers from Certain Base Shelf Prospect

On December 6, 2021, pursuant to Staff Notice 44-306 Blanket Orders Exempting Well-known Seasoned Issuers from Certain Prospectus Requirements (the Notice), the Canadian Securities Administrators (CSA) announced temporary...more

Stikeman Elliott LLP

Temporary Relief Will Provide Well-Known Seasoned Issuers (WKSIs) with Accelerated Access to Public Markets

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Beginning in 2022, well-known seasoned issuers (WKSIs) will be exempt from certain base shelf prospectus filing requirements, including the requirement to file a preliminary base shelf prospectus, in accordance with...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC COVID-19 Relief for Registered Funds and BDCs: A Summary

In recent weeks, the U.S. Securities and Exchange Commission (SEC) and market participants have dealt with the current and potential impact of the novel coronavirus COVID-19 pandemic. To help market participants remain in...more

Dechert LLP

International Capital Markets Newsletter Issue 1 – Spring 2019: Prospectus Regulation: What Changes on 21 July 2019?

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On 20 July 2017, the EU Prospectus Regulation (the “Prospectus Regulation”) entered into force. The Prospectus Regulation was created as part of a group of proposals identified in the European Commission’s Capital Markets...more

A&O Shearman

European Securities and Markets Authority Consults on Minimum Standards for an Exemption from Providing a Prospectus Under the...

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The European Securities and Markets Authority has published a consultation paper on its draft technical advice to the European Commission on the minimum information content of documents provided for the purpose of describing...more

Bennett Jones LLP

Alberta Securities Commission Proposes Rules to Facilitate Cross-Border Offerings for Alberta Issuers

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On April 17, 2018, the Alberta Securities Commission published a notice and request for comment of the proposed repeal and replacement of ASC Rule 72-501 Distributions to Purchasers Outside Alberta, which will provide new...more

Bennett Jones LLP

Due Diligence Defence Deemed Available for Issuance of Securities in Breach of Securities Laws

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The B.C. Securities Commission's (the Commission) decision in Re SunCentro (2017 BCSECCOM 58) provides rare guidance on the availability of a due diligence defence to parties that have illegally distributed securities. The...more

Bennett Jones LLP

ASC Adopts Crowdfunding Prospectus Exemption for Small or Start-up Alberta Businesses

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Effective October 31, 2016, the Alberta Securities Commission (ASC) adopted Multilateral Instrument 45-108 Crowdfunding (MI 45-108) which provides Alberta-based issuers with a crowdfunding prospectus exemption. MI 45-108 is...more

Blake, Cassels & Graydon LLP

Proposed OSC Rule 72-503 Aims to Provide Clarity on Distributions from Ontario to Outside Canada

On June 30, 2016, the Ontario Securities Commission (OSC) published for comment Proposed OSC Rule 72-503 Distributions Outside of Canada (Rule 72-503) and Proposed Companion Policy 72-503CP (Companion Policy, and together...more

Bennett Jones LLP

New Investment Dealer Prospectus Exemption

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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

Bennett Jones LLP

Alberta Securities Commission and Nunavut Securities Office Publish Proposed Start-up Business Exemption

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The Alberta Securities Commission (ASC) and Nunavut Securities Office recently published for comment proposed Multilateral Instrument 45-109 Prospectus Exemption for Start-Up Businesses (the Proposed Exemption). The Proposed...more

Morrison & Foerster LLP

A User's Guide to Volcker Rule Complexities

Increasingly, we receive questions from prospective investors in covered bonds on whether an investment is prohibited or limited under the Volcker Rule, which was adopted by the various agencies under section 619 of the...more

Dickinson Wright

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

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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

Bennett Jones LLP

Securities Regulators in British Columbia, New Brunswick and Saskatchewan Propose Prospectus Exemption for Certain Distributions...

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On April 16, 2015, the securities regulatory authorities in British Columbia, New Brunswick and Saskatchewan (the Participating Jurisdictions) published Multilateral CSA Notice 45-315 Proposed Prospectus Exemption for Certain...more

Bennett Jones LLP

Prospectus Exemption for Distributions to Existing Security Holders

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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

Eversheds Sutherland (US) LLP

Legal Alert: Summary Prospectus May Be Used to Satisfy Prohibited Transaction Exemption 77-4 Prospectus Delivery Requirement

In Advisory Opinion 2013-04A (September 9, 2013), the U.S. Department of Labor (DOL) confirmed that, in satisfying the requirements of Prohibited Transaction Exemption (PTE) 77-4, a summary prospectus may be used in lieu of a...more

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