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

As we discussed in our earlier post, CSA members issued parallel orders yesterday to provide relief from certain requirements found in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Obligations.

In addition to dealing with the issue of permitted clients, CSA members, other than the OSC, also extended their blanket orders relieving certain persons and companies from the requirement to register when trading in short-term debt instruments to Sept. 28, 2014. In Ontario, alternative exemptions may be available from the dealer registration requirement, such as the exemption in section 8.5 of NI 31-103 [trades through a registered dealer] and for financial institutions under section 35.1 of the Securities Act (Ontario) and section 4.1 of OSC Rule 45-501 Ontario Prospectus and Registration Exemptions.

Further, all CSA members issued parallel orders that extend interim relief for SRO members and Quebec mutual fund dealers from the requirement in section 14.2(1) of NI 31-103 to provide relationship disclosure information to December 31, 2013. IIROC consequently also published a Technical Rules Notice reiterating that it anticipates receiving CSA approval of its Client Relationship Model (CRM) before the end of 2011 and will, upon approval, being an immediate phased implementation.

For more information, see CSA Staff Notice 31-329 and IIROC Notice 11-0276.

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Earlier this week, all CSA members except the OSC issued blanket orders to provide interim relief from the new restrictions on registration exemptions for international dealers and international
advisers found in the July 2011 amendments to NI 31-103. As such, the investment dealer and international adviser exemptions are once again generally premised on whether a client is a "permitted client" rather than a "Canadian permitted client". As Ontario securities law does not permit the OSC to issue an order of this nature, OSC Staff have confirmed that they will not enforce the "Canadian permitted client" restrictions provided that, when relying on the exemption, an international dealer or international adviser

1. satisfies the requirements of the exemption of the definition of "Canadian permitted client" in these sections if the sections instead referred to "permitted client" but excluded in the case of the international adviser exemption, a dealer or adviser registered under the securities legislation of a jurisdiction of Canada;
    
2. complies with the other provisions of Ontario securities law applicable to the exemptions (including requirements relating to payment of fees); and,
    
3. identifies on Form 31-103F2 Submission to Jurisdiction and Appointment of Agent for Service that, in addition to the corresponding exemption, the person or company is also relying on CSA Staff Notice 31-329.The OSC expects to withdraw this position on the coming into effect of any future amendments to NI 31-103 dealing with the definition of "Canadian permitted client".

For more information, see CSA Staff Notice 31-329.

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The CSA published a staff notice today in response to inquiries about the financial information to be included in a prospectus during the time of an issuer's transition to IFRS. As we have previously discussed, Canadian reporting issuers have generally been required to transition to IFRS effective as of January 1, 2011.

Specifically, the notice highlights the difference between the information required when preparing an IPO prospectus (which must include Q1 IFRS transition information) as opposed to a short form or non-IPO long form prospectus (which need not). Q1 IFRS transition information refers to an opening statement of financial position as at the date of transition to IFRS and IFRS 1 reconciliations for the date of transition to the most recent annual period. The notice also discusses accounting principles for financial statements in prospectuses filed in the first year after transition.

For more information, see CSA Staff Notice 41-306.

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The OSC has approved amendments to the MFDA's Form 1 to include the definition of "market value". The amendments are intended to clarify the definition of market value and ensure consistency in the valuation of securities by MFDA members. Form 1 is a special purpose report that includes financial statements and it is to be prepared in accordance with IFRS, subject to exceptions prescribed by the MFDA. Under these exceptions, securities reported are to be valued at "market value." The MFDA's definition of "market value" prescribes specific valuation criteria for, among others, listed securities, unlisted and debt securities and precious metal bullion and commodity futures contracts.

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Tim McCormick -

The Canadian Securities Administrators (CSA) have introduced a new mandatory regulatory regime for venture issuers intended to provide a more tailored approach to the regulation of the venture market.  As discussed in an earlier blog post, on July 29, the CSA published for comment proposed rules and rule amendments in the form of Proposed National Instrument 51-103 Ongoing Governance and Disclosure Requirements for Venture Issuers (NI 51-103), which represents a comprehensive overhaul of the prospectus and private placement requirements, as well as continuous disclosure and governance obligations currently applicable to venture issuers.

The CSA’s proposals are ultimately intended to streamline venture issuer disclosure to reflect the needs of investors, while making disclosure requirements more suitable and manageable for issuers.  The highlights of the proposals include replacing all current continuous disclosure and governance requirements (including audit committee and certification requirements) and modifying disclosure requirements in connection with long form prospectus offerings and rules for incorporation by reference in short form prospectuses and other documents. The proposals also introduce substantive corporate governance requirements relating to conflicts of interest, related party transactions and insider trading and propose to require delivery of disclosure documents on request only in lieu of mandatory delivery.  Some of these changes are discussed in detail below.

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Last week, Alpha ATS LP announced plans to introduce two new order designations, intended to reduce instances of unintentional locked or crossed markets and trades at worse prices than available on other marketplaces by providing price protection for directed action orders.

Specifically, the "Protect Cancel" DAO designation would execute, to the extent possible, at the national best bid or offer before cancelling any residual volume that would cause a trade at a worse price than available on another marketplace, or unintentionally lock/cross the market. The "Protect Re-price" DAO designation, meanwhile, would execute, to the extent possible, at the national best bid or offer before adjusting the price of any residual volume that would cause a trade at a worse price than available on another marketplace or unintentionally lock/cross the market. Orders would be re-priced to one tick from the opposite of the national best bid or offer.

Other changes proposed by Alpha would eliminate "all or none" orders and improve the handling of mixed lot orders where a security has no odd lot dealer. Comments on the proposed changes are being accepted until October 24, 2011.

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As we discussed last September, this past August and earlier this week, private placements in British Columbia will soon be subject to expanded post-trade disclosure requirements. The requirements to be imposed on foreign issuers and Canadian private issuers were expected to have a chilling effect on private placements into the province as detailed in our previous posts. The new requirements, found in Form 45-106F6, are set to come into force on October 3rd.

Earlier today, however, the BCSC issued an order exempting investment funds from the requirement to file the new Form 45-106F6, provided that a Form 45-106F1 is filed. Form 45-106F1 is the current form required to be filed in a Canadian jurisdiction under NI 45-106 Prospectus and Registration Exemptions.

Meanwhile, issuers and underwriters filing the report in respect of private placements by certain foreign public issuers (defined to include issuers subject to prescribed reporting requirements in the U.S. and certain other designated jurisdictions) will now be exempt from Item 4 of the new report, being the requirement to provide information regarding the securities beneficially owned or controlled by their insiders and promoters. The designated jurisdictions are Australia, France, Germany, Hong Kong, Italy, Japan, Mexico, the Netherlands, New Zealand, Singapore, South Africa, Spain, Sweden, Switzerland and the U.K. While the order provides relief from Item 4 in respect of these designated foreign public issuers, they must still file the report in compliance with the remaining provisions. No relief was extended to Canadian private companies.

The BCSC also concurrently published an order exempting representatives of the media from the prohibition against using information contained in Schedule I of the report provided they only disclose the information for journalistic purposes. The information contained in Schedule I includes the name of individual purchasers, the number and type of securities they purchased and price paid, the date of distribution and indication of whether the purchaser is an insider or a registrant.

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The OSC today released a report prepared by its Compliance and Registrant Regulation Branch that summarized the new and proposed rules impacting registrants, provided information intended to assist firms and individuals applying for registration, and identified deficiencies found in compliance reviews of registrants. The report primarily covered the OSC's 2011 fiscal year. 

Of particular interest, the deficiencies highlighted by the report include: (i) inaccurate calculations by firms of excess working capital on Form 31-103F1; (ii) inadequate insurance coverage by registered portfolio managers and investment fund managers; (iii) a lack of disclosure by portfolio managers regarding the use of client brokerage commissions; (iv) a delegation of "know your client" and suitability obligations by portfolio managers; (v) EMDs selling exempt securities in reliance on the accredited investor exemption to investors who do not meet the definition; (vi) individuals trading on behalf of EMDs without being registered as a dealing representative with the EMD; and (vii) EMDs inappropriately using investor funds.

The report also provides a number of suggested practices to assist registrants in addressing the various identified deficiencies. Guidance was also included concerning such issues as the use of social media, marketing practices and the provision of online advisory services. For more information, see OSC Staff Notice 33-736.

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Sean Vanderpol and Edward Waitzer -

It has been 20 years since the Ontario Securities Commission first relied on its public interest jurisdiction to cease trade a shareholder rights plan, or "poison pill," in a case called Canadian Jorex. The recent decision of the Delaware Chancery Court in Airgas serves as a reminder that it may be time for Canadian securities regulators to reconsider their basic approach to and role in adjudicating defensive tactics.

Airgas illustrated the importance of recognizing and respecting the statutory obligations of boards of directors under corporate law in the context of a change-of-control transaction. It also illustrates the competence of courts to scrutinize board conduct in takeovers.

A contested control transaction - that is, a hostile takeover - raises a number of important issues that touch on both corporate and securities law. This includes the fundamental question of who, as between the shareholders and the directors of a Canadian corporation, ought best to decide when and if the corporation should be sold. Since Canadian Jorex, Canadian securities regulators have consistently taken the position that this is a decision to be made by shareholders. Boards can use a "poison pill" to delay submitting the deal to shareholders, but there is always a time (generally within 90 days) when "the pill must go."

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The Investment Industry Regulatory Organization of Canada (IIROC) yesterday published proposed guidance related to marking orders entered on behalf of insiders and significant shareholders. Specifically, the proposal, intended to vary current guidance, would require all insider orders be marked with the Regulation ID Order Marker irrespective of whether any resulting trade would be subject to insider reporting requirements under applicable securities legislation.

Currently, the need to mark an order as "insider" is correlated to the requirements of NI 55-104 Insider Reporting Requirements and Exemptions in that the requirement generally only applies to orders of reporting insiders not otherwise exempted from reporting obligations in respect of a particular transaction. According to IIROC, the broader application of the marking requirements will improve IIROC's ability to assist in the detection of insider trading violations.

IIROC is accepting comments on the proposed guidance until November 21, 2011. For more information, see IIROC Notice 11-0269. For a background on last year's changes to Canada's insider reporting requirements, see our update of April 21, 2010.

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In a blog post last week, we discussed the recent announcement by the TSX that it was consolidating its Personal Information Form and Declaration with those of the TSX-V. The announcement, however, also included information on a number of other changes to the TSX Company Manual intended to clarify existing definitions, improve the instructions for filers and reduce or eliminate common filing deficiencies. To that end, amendments to two particlar provisions may be of specific interest to issuers.

Section 627

The amendments introduced section 627(c) to the Manual in order to import guidance found in Staff Notice 2005-0002 to deal with the delisting of issuers that are subect to a going private transaction. The new section describes the procedure the TSX will follow in delisting an issuer and provides an example of factors that may be taken into account in the application of the procedure in the going private context, including with respect to interlisted securities.

Section 466

Section 466 of the Manual, which requires issuers to concurrently file a copy of all written securityholder correspondence with the TSX's Listed Issuer Services, has also been amended to remove the provision that permits concurrent filings through SEDAR. On this point, the TSX stated that since notices sent to holders of listed securities may contain time sensitive information, filing on SEDAR alone was insufficient. Issuers must now concurrently file correspondence by email. The TSX has, however, included an exception from the requirement for annual reports, financial statements and annual meeting materials. 

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Last week, the Toronto Stock Exchange announced that it had approved amendments to its rules to assist TSX market makers in light of the emergence of multiple marketplaces and an increasingly electronic trading environment.

Specifically, the proposed amendments, which still require the approval of regulators, would eliminate the rules relating to market maker capital requirements, stabilization and anti-scooping, and allow market makers to execute booked oddlots at their limit price. New requirements would also be introduced on the use of the Minimum Guaranteed Fill and oddlot facilities.

Ultimately, the proposed amendments are intended to support market making as a "viable business model" and continue to enhance liquidity on market makers' securities of responsibility. Comments on the amendments are being accepted until October 17, 2011.

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As we discussed in a blog post of August 16, the British Columbia Securities Commission recently announced that, effective October 3, 2011, exempt distributions (private placements) in British Columbia will be subject to expanded post-trade disclosure requirements. These new rules are expected to have a chilling effect on private placements into British Columbia, particularly by foreign public companies and investment funds, and other issuers that are not “reporting issuers” (public companies) in Canada.

While issuers making an exempt distribution in B.C. will generally be required to file the new Form 45-106F6 (in addition to filing a Form 45-106F1 in other Canadian jurisdictions, as applicable), issuers that are not reporting issuers in any jurisdiction of Canada will have to comply with more onerous requirements. As we mentioned in our earlier blog post, however, an exempt distribution report on the new Form and on Form 45-106F1 will only be required for distributions effected pursuant to prescribed prospectus exemptions. The practical feasibility of collecting the required information and the fact that the additional information will be publicly accessible must be carefully considered by issuers before they decide to make a private placement in British Columbia.

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The CSA published a staff notice today revoking earlier blanket orders (discussed in our posts of February 26, 2010 and November 5, 2010) that provided exemptions from certain requirements of NI 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. According to the CSA, the orders are no longer required, given the recent amendments to NI 31-103 that became effective on July 11.

The revoked orders dealt with such things as portfolio manager proficiency requirements, client notification requirements for certain Canadian registrants with head offices outside the local jurisdiction and requirements to establish whether a client is an insider for mutual fund dealers. For more information, see CSA Staff Notice 31-328. Also see the OSC Staff Notice 31-714, which identifies the Ontario orders that have been revoked.

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Darin Renton -

As we discussed recently, Canadian registration rules were amended in July with the stated intention of improving the day-to-day operation of the rules for both industry and regulators. Of interest to investment fund managers, the amendments revised the guidance in the Companion Policy to NI 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations regarding how the investment fund manager registration requirement applies to various fund structures. Specifically, section 7.3 of the Companion Policy now states as follows: 

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Sandra Bates

Further to our May 2011 post, the UK Takeover Panel has finalised significant amendments to the UK Takeover Code which, when implemented on September 19, 2011, will herald a substantial rebalancing of power in favour of target boards.

As expected, the principal amendments to the Code are substantially the same as originally proposed by the Panel. This draws a line under the Panel’s protracted consultation process triggered by the political furore arising from the successful takeover by Kraft of Cadbury in 2010.

From a strategic and commercial perspective, the most important changes are:

• the banning of break fees and other common deal protection measures;
   
• the public identification of all potential bidders at the start of a transaction via a “possible offer” announcement to be made by the target company;
   
• the imposition of a fixed four week period between the “possible offer” announcement identifying a potential bidder and the announcement of a fully financed firm offer (or a statement that no offer will be made) by that bidder; and
   
• the requirement for all bidders to disclose details of the financing of the offer (including the refinancing of any existing target company debt) and the fees and expenses associated with the financing in the offer document and to publicly disclose (via a website) the financing documents. 

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Staff of the Canadian Securities Administrators in Alberta, Ontario, Quebec, Nova Scotia, New Brunswick and the Northwest Territories published a notice yesterday setting out their concerns regarding the use of advertising that may attempt to promote an issuer's securities. While the notice applies to all types of media, CSA staff's concerns focus on the television ads used primarily by junior issuers that focus on the positive aspects of an issuer's business or its prospects. In the case of listed issuers, the stock symbol is prominently featured in the ads, whereas contact information is typically provided for investor inquiries for unlisted issuers.

According to CSA staff, such ads may fail to comply with disclosure requirements under securities legislation or may be misleading to investors. According to staff, such ads do not appear to be aimed at selling products or services or raising public awareness of the issuer but, rather, appear to try to promote interest in an issuer's securities. The notice, therefore, reminds issuers of the restrictions on advertising and marketing activities during a distribution or in furtherance of a distribution, as well as the additional disclosure restrictions and requirements applicable to mining and oil and gas projects.

Staff will continue to monitor advertisements by issuers going forward, and suggest that regulatory action could be taken should it appear that an advertisement is misleading to investors or contrary to the public interest.

For more information, see CSA Staff Notice 51-336 Issuers using Mass Advertising.

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As we discussed in our post of June 24, the CSA recently published proposed amendments to NI 31-103 Registration Requirements and Exemptions intended to "ensure that clients of all dealers and advisers (registrants)...receive clear and complete disclosure of all charges associated with the products and services they receive, and meaningful reporting on how their accounts perform."

While we discussed the changes in our earlier post, particular attention should be given to the proposals respecting performance reporting. Specifically, the amendments would require that registered firms include original cost information for each security position in a client's account statement. The CSA is also specifically requesting comments on whether the use of tax cost (book value) should be permitted as an alternative.

Proposed changes to the Companion Policy would also provide guidance with respect to calculating the market value of securities. On that point, the amendments provide that market value should be determined by reference to a quoted value on a recognized exchange or marketplace. If market value is not quoted on an exchange, it could be determined by reference to quotes that are available through brokers or, failing that, based on a valuation policy that is consistently applied and based on measures considered reasonable in the industry.

Where a market value of a security could not be determined, however, firms would have to disclose this in the account statement and exclude the security from the calculation of the total market value. According to its notice, the CSA is particularly interested in comments on the guidance related to the valuation of exempt or illiquid securities where there are no quoted values available.

Ultimately, the changes proposed by the CSA are operational in nature and could require that registrants make a substantial investment in time and resources to ensure compliance. As such, registrants should review the proposals carefully and consider providing comments to the CSA by the September 23 deadline.

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On September 9, the Toronto Stock Exchange announced the adoption of amendments to its Company Manual to create a harmonized Personal Information Form and a harmonized Declaration to be used by it and the TSX Venture Exchange. Changes to the forms are not considered material, and consist of minor drafting changes. The amendments have been approved by the OSC and came into force on September 9.

The TSX will, however, continue to accept PIFs and Declarations in the previous form until December 31, 2011, provided that all of the required information, identification and notarization are included. After that date, the new forms will be required.

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The SEC announced last week that it will not seek a rehearing of the recent decision of a U.S. Appeals Court to vacate its new proxy access rule. As we discussed last year, the new rule (Rule 14a-11 under the Securities Exchange Act of 1934) would have required companies to include shareholder nominees for director in the company's proxy materials where the shareholder held shares representing at least 3% of the voting power of the company’s stock for the previous three years.

The SEC's final proxy rule amendments released last year also contained changes to Rule 14a-8, which were intended to narrow an exemption that currently permits companies to exclude shareholder proposals that relate to elections. Rule 14a-8a was not subject to court challenge. As we discussed at the time, the amended rules would apply to foreign issuers that were otherwise subject to U.S. proxy rules unless foreign law prohibited shareholders from nominating director candidates.

In its release last week, the SEC also confirmed that the amendments to Rule 14a-8 will come into force shortly. The SEC had stayed implementation of Rule 14a-8 along with Rule 14a-11 pending resolution of the court challenge to the latter.

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As we discussed in April, Alpha ATS announced earlier this year that it is seeking regulatory approval to become a recognized exchange. Alpha has since amended the market maker program portion of its application and regulators published the changes for comment last week. Comments are being accepted on the proposals until October 11.

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The Toronto Stock Exchange today published proposed amendments to section 461 of the TSX Company Manual regarding shareholders' meetings and proxy solicitation. Specifically, the proposed amendments would require issuers listed on the TSX to elect directors individually, hold annual elections for all directors, disclose annually whether they have adopted a majority voting policy and if not, explain why not, and advise the TSX if a director receives a majority of "withhold" votes.

As set out in the TSX notice, according to the Canadian Coalition for Good Governance, fifty-seven per cent of issuers in the S&P/TSX Composite Index have adopted majority voting policies, and Canada is one of the few major jurisdictions that still has plurality voting (which results in a director or slate being elected even if only one vote is cast "for" the director or slate, since securityholders are only entitled to vote for or withhold their votes).

The proposed amendments are open for comment until October 11, 2011.

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As we discussed last month, our very own Sean Vanderpol and Ed Waitzer recently published an article in the Osgoode Hall Law Journal that questioned the emphasis on the primacy of shareholder choice in the case of Canadian take-over transactions. In today's Globe and Mail, Mr. Waitzer expounds on the argument that securities regulators should no longer scrutinize the actions of companies fending off hostile takeovers and, rather, leave the issue to the courts.

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On August 31, the U.S. Securities and Exchange Commission issued a concept release on the use of derivatives by mutual funds and other investment companies registered under the Investment Company Act of 1940. In the release, the SEC noted the "dramatic growth" in the complexity and volume of derivatives investments in recent years and, specifically, funds' increased use of such investments.

The release is ultimately intended to assist the SEC in determining whether further regulation or guidance is needed to improve the regulatory regime with respect to funds' use of derivatives. To that end, the release considers, and requests comment on, such issues as: (i) the costs, benefits and risks of funds' use of derivatives; (ii) restrictions on leverage; (iii) portfolio diversification and concentration; (iv) exposure to securities-related issuers; and (v) the valuation of derivatives.

Comments are being accepted by the SEC for 60 days after the publication of the release in the Federal Register.

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The Canadian Securities Administrators released a staff notice today communicating their concern regarding firms that carry out brokerage activities registering as exempt market dealers. The notice describes such firms as being primarily U.S.-based broker-dealers that are members of FINRA.

According to CSA staff, the EMD category of registration was not intended for firms that conduct brokerage activities (trading securities listed on an exchange in foreign or Canadian markets), and the notice states that permitting such activity would result in differing levels of regulatory oversight between EMDs and those firms subject to IIROC requirements and supervision.

In light of their concerns, the CSA will instead "consider" registering these broker-dealers in the restricted dealer category with terms and conditions, including a requirement that such broker-dealers only deal with permitted clients. Such registrations would also be temporary while the CSA engage in a consultation process to ensure that "appropriate regulatory requirements" apply to all firms undertaking brokerage activities. According to the notice, the consultations will "likely" result in changes to the registration rules.

For more information, see CSA Staff Notice 31-327.

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As we discussed in February, the TSX proposed various changes to its Company Manual earlier this year. The TSX has now announced that it is adopting the proposals, with non-material revisions, and that the OSC has provided its approval.

Changes effective July 29 include the creation of a new subcategory of minimum listing requirements for oil & gas development stage companies. Requirements under this new category include having contingent resources of $500 million and a minimum market value of the issued securities to be listed of $200 million. Effective on the same date, the TSX removed the requirement that a rights offering be unconditional.

Effective August 29, meanwhile, amendments have been made to three sections of the Company Manual to require aggregation of transactions over a six-month period for the purposes of determining whether certain prescribed thresholds have been met. The new six-month aggregation applies for the purposes of calculating whether consideration to be received by insiders or other related parties exceeds 2% or 10% of the market capitalization under s. 501 (relating to transactions involving insiders or related parties which to do not involve the issuance of securities but materially affect control of the issuer), and the 10% limit for consideration received by insiders in connection with a private placement under s. 604 or securities issuable to insiders in connection with an acquisition under s. 611.  

Amendments have also been made to clarify that the 2% that applies to the exemption from securityholder approval for compensation arrangements that are used as employment inducements is to be calculated over a twelve month period.

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