Canadian Securities Law : Canadian Securities Lawyer & Attorney : Stikeman Elliott Law Firm : Montreal, Ottawa, Calgary, Vancouver, Montreal, Toronto

The TSX announced today that it has adopted and the OSC has approved amendments to add Part X - Special Purpose Acquisition Corporations to the TSX Company Manual and make ancillary amendments to Parts I and III and to Appendix C Escrow Policy Statement.

As previously announced, the TSX decided to propose rules for the listing of SPACs, having observed the popularity of the use of SPACs in the United States. In the US, a growing number of issuers have gone public with the intention of later completing a qualifying acquisition by merging with or acquiring an operating company with the proceeds of such offering.

The TSX has also published Staff Notice 2008-007 to provide guidance on SPAC-related disclosure and administrative matters.

• Comments
• Trackbacks
• Email This
• Print
• Share Link

As originally promised at the time of implementing the current Canadian corporate governance rule and policy, and following their review of governance requirements and practices, the CSA have now released a Request for Comment with respect to National Policy 58-201 Corporate Governance Principles, NI 58-101 Disclosure of Corporate Governance Practices and NI 52-110 and Companion Policy 52-110CP Audit Committees.

The proposed materials introduce changes in three main areas of the current corporate governance regime. First, the proposed NP 58-201 is intended to be more principles-based and broader in scope than the existing policy. Second, disclosure requirements found in the current version of NI 58-101 are to be replaced with more general requirements. Finally, a more principles-based approach will replace the current prescriptive approach to independence in the existing NI 52-110.

The CSA state that the proposed materials are intended to "enhance the standard of governance and confidence in the Canadian capital markets" and has requested public comments until April 20, 2009.

• Comments
• Trackbacks (1)
• Email This
• Print
• Share Link

Pursuant to their earlier Notice, the CSA have now announced that proposed NP 11-204 Process for Registration in Multiple Jurisdictions and amendments to other Passport-related instruments and policies have been approved. The new National Policy sets out the processes for registration in multiple jurisdictions, while the amendments to existing Passport rules address issues that have arisen since Phase II of Passport was implemented in March 2008.

Today's notice by the CSA states that, since implementation of passport for registrants is dependent on the adoption of proposed NI 31-103 Registration Requirements, the changes described in the immediate notice will only be implemented once NI 31-103 comes into effect, which is expected to occur by the end of April 2009.

• Comments
• Trackbacks
• Email This
• Print
• Share Link

On December 16, the Canadian Radio-television and Telecommunications Commission (CRTC) released Telecom Circular CRTC 2008-3, which seeks to clarify the obligations of the investment industry with respect to the National Do Not Call List and the application to the investment industry of the Unsolicited Telecommunications Rules.

• Comments
• Trackbacks
• Email This
• Print
• Share Link

Silver v. IMAX Corporation, [2008] O.J. No. 2751 (S.C.J.) and Ainslie v. CV Technologies Inc., [2008] O.J. No. 4891 (S.C.J.)

Alan D'Silva and Simon Bieber |  PDF Version | Version française

The interpretation of several key provisions under Part XXIII.1 of the Ontario Securities Act (OSA) was recently considered by the Ontario Superior Court of Justice in the context of proposed secondary market securities class actions in Silver v. IMAX Corporation (IMAX) and Ainslie v. CV Technologies Inc. (CV Technologies).

• Comments
• Trackbacks
• Email This
• Print
• Share Link

The Supreme Court of Canada has just released its reasons in the case of BCE Inc. v. A Group of 1976 Debentureholders. The Supreme Court's judgment, without reasons, was previously released on June 20, 2008.

• Comments
• Trackbacks
• Email This
• Print
• Share Link

On December 17, 2008, the British Columbia Securities Commission proposed changes to BC Policy 15-601 Hearings, BC Policy 15-602 Electronic Hearings and BC Instrument 15-501 and Companion Policy 15-501CP Disclosure of Investigation Information. The changes are intended to address inefficiencies in the hearing process, reflect changes in practice and consolidate the policies into a single policy.

• Comments
• Trackbacks
• Email This
• Print
• Share Link

On December 18, 2008, the CSA published for comment proposed National Instrument 55-104 Insider Reporting Requirements and Exemptions, its Companion Policy and related consequential amendments. The Proposed Instrument sets out the main insider reporting requirements and exemptions for insiders across Canada, with the exception of Ontario, where the Securities Act will govern the main insider reporting requirements. Despite this exception, the substance of the requirements and the reporting deadlines for insider reporting will be the same across the CSA jurisdictions.

The CSA's intention is to streamline and harmonize insider reporting by consolidating requirements in a single instrument. NI 55-104 also proposes specific changes to the insider reporting regime, specifically, it would:

• reduce the number of persons required to file insider reports;
• accelerate the insider report filing deadline from 10 calendar days to five;
• make reporting requirements for stock-based compensation arrangements simpler and more consistent;
• allow issuers to file an "issuer grant report" in order to facilitate reporting of stock-based compensation arrangements; and
• require late filings by insiders to be disclosed in an issuer's information circular.

The CSA will accept comments on the proposals until March 19, 2009.

• Comments
• Trackbacks
• Email This
• Print
• Share Link

Subsequent to a review of compliance with MI 52-109 Certification of Disclosure in Issuers' Annual Interim Filings (now replaced by NI 52-109) , the CSA have published CSA Staff Notice 52-315. The Staff Notice outlines the review's results and "provides guidance to issuers and certifying officers in complying with the certification requirements." The review focused on two aspects of compliance: (i) whether the correct form of certificate was filed; and (ii) whether an issuer's annual MD&A contained disclosure regarding the certifying officers' conclusions with respect to the effectiveness of disclosure controls and procedures.

While the CSA found that most issuers filed the correct form of certificate, 28% of issuers sampled failed to include disclosure in annual MD&A regarding the effectiveness of disclosure controls and procedures. Compliance with this requirement was found to be higher with TSX Issuers (80% compliance) than with Venture Issuers (38% compliance) or CNQ Issuers (40% compliance).

The CSA noted that "a significant percentage" of issuers did not comply with certification requirements and stated that it will actively follow up on identified deficiencies.

• Comments
• Trackbacks
• Email This
• Print
• Share Link

On December 10, the British Columbia Securities Commission published proposed BC Instrument 13-502 Electronic filing of reports of exempt distribution. The BCSC receives about 7,000 exempt distribution reports each year, over 5,000 of which are in paper format, and the proposed Instrument would require that issuers file the reports and pay related fees electronically. The BCSC hopes that electronic filing will improve compliance and enforcement capabilities and allow for a reduction of the time it takes to post the reports on its website.

• Comments
• Trackbacks
• Email This
• Print
• Share Link