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Securities

Canadian securities regulators strongly support the establishment of the International Sustainability Standards Board in Canada

Oct 07, 2021

On October 7, 2021, the Canadian Securities Administrators (CSA) announced that it strongly supports the establishment of the International Sustainability Standards Board (ISSB) and the Canadian offer to host the ISSB headquarters in Canada.

Canada has one of the most diversified economies in the world, with industries offering expertise, experience, history and leadership in standard-setting, governance, sustainability reporting and climate-related financial disclosures. Our issuers and large asset managers are committed to the development of comparable, high-quality environmental, social and governance standards and reducing carbon emissions, domestically and globally.

Canada is also recognized for fostering consensus, collaborative leadership and innovation on environmental issues. This includes the Canada-United Kingdom Partnership on Clean Growth and Climate Change, the Canada-EU High-Level Dialogue on Environment in 1983, and the High-Level Dialogue on Climate Change in 2010.

Review the press release on the CSA's website.

CSA roundtable on ESG-related regulatory issues in asset management

Sep 30, 2021

In September 2021, the Canadian Securities Administrators (CSA) released a recording of a virtual roundtable it hosted on environmental, social and governance (ESG) related regulatory issues in asset management.

An expert panel discussed a number of regulatory issues arising from increased interest in ESG investing from Canadian investors and the investment fund industry. Panelists addressed the importance of enhancing ESG-related fund disclosure so that investors are not misinformed about the ESG-related aspects of a fund – known as “greenwashing” - and can make more informed investment decisions. The panel also explored the benefits and challenges associated with ESG-related fund disclosure from the perspective of asset managers, ESG ratings providers and retail investors.

Listen to the recording.

2021 Proxy season review and fall engagement guide

Sep 30, 2021

D.F. King released its annual "The Debriefing, 2021 Proxy Season Review and Fall Engagement Guide". The guide provides a detailed overview of 2021 trends and provides key insights to help companies manage their 2022 proxy season and prepare for their annual meetings.

It covers top shareholder proposals, including ESG initiatives, board diversity, pandemic-related executive-compensation changes, virtual meetings, and trends in shareholder engagement and investor behavior, among other valuable takeaways.

Review the press release and guide on AST Company's website.

The Fierce Urgency of Now: The Canadian Financial Sector in a Post-Pandemic World, a Prudential Perspective

Sep 29, 2021

On September 29, 2021, in his first public speech as Superintendent, Peter Routledge delivered a keynote address at the GRI Summit 2021 to a virtual crowd. The Superintendent discussed climate change, digitalization and the complicated risk environment for OSFI, institutions and Canadians. He signaled how OSFI plans to transform itself to meet these rapidly changing risks.

Climate change and digitalization represent the known unknowns in OSFI’s risk environment. So how will OSFI respond to the opportunities and changes presented by this risk environment?

There are two basic ways an institution leader can answer this question:

  1. OSFI will adapt incrementally to the challenges and opportunities in their risk environment, or
  2. their risk environment demands that they transform their approach and organization to meet the extraordinary opportunities and challenges before them

Review the speech on the OSFI's website.

Board diversity up, C-suite diversity down in second year of required CBCA disclosure

Sep 02, 2021

Last year, regulations supporting the amendments to the Canada Business Corporations Act (CBCA) regarding new diversity disclosure obligations for publicly traded corporations came into force. The amendments introduced a “comply or explain” regime whereby CBCA-incorporated publicly traded corporations must disclose, among other things, whether or not they have a diversity policy for their boards of directors and senior management, if the policy includes targets for the representation of four “designated groups” (i.e., women, Indigenous peoples, persons with disabilities and members of visible minorities) and statistics on the representation of these groups.

Review the article on Norton Rose Fulbright's website.

Alberta and Saskatchewan securities regulators adopt new small business financing prospectus exemption

Aug 31, 2021

On September 1, 2021, the Alberta Securities Commission (ASC) and the Financial and Consumer Affairs Authority of Saskatchewan (FCAA) adopted a new prospectus exemption designed to facilitate greater access to capital for Alberta and Saskatchewan businesses.

The new small business financing prospectus exemption allows Alberta and Saskatchewan businesses to raise up to $5 million from the public using a simple, streamlined offering document. The exemption has tiered offering limits depending on whether financial statements are provided to investors. To mitigate the risks to investors, investments are limited, with higher limits possible if financial statements are provided or if the investor either has a certain minimum income or has received investment advice from a registered dealer. The investment limits do not apply to investors who qualify to invest under certain other common prospectus exemptions.

The exemption is being implemented on a three-year pilot basis. Details of the new exemption are set out in CSA Multilateral Notice of Implementation 45-539 Small Business Financing.

Review the press release on the ASC's website.

Canadian securities regulators seek comments on proposal to harmonize the interpretation of the Primary Business Requirements

Aug 12, 2021

On August 12, 2021, the Canadian Securities Administrators (CSA) proposed clarifications to harmonize the interpretation of the financial statement requirements for a long form prospectus. Specifically, the clarifications apply in situations where an issuer has acquired a business, or proposes to acquire a business, that a reasonable investor would regard as being the primary business of the issuer. Comments are requested by October 11, 2021.

The proposal provides additional guidance on the interpretation of primary business and predecessor entity including in what situations, and for which time periods, financial statements would be required. It provides guidance on the circumstances when additional information may be necessary for the prospectus to meet the requirement to contain full, true and plain disclosure of all material facts relating to the securities being distributed. The proposal also clarifies when an issuer can use the optional tests to calculate the significance of an acquisition, and when an acquisition of mining assets would not be considered an acquisition of a business for securities legislation purposes.

Subject to the comment process and required approvals, the final amendments are expected to become effective on July 15, 2022.

Review the press release on the CSA's website.

Canadian securities regulators propose streamlined capital raising option for Canadian-listed issuers

Jul 28, 2021

On July 28, 2021, the Canadian Securities Administrators (CSA) proposed to introduce a new prospectus exemption for issuers listed on a Canadian stock exchange that is expected to provide a more efficient way for them to raise capital. Comments are requested by October 26, 2021.

The proposed Listed Issuer Financing Exemption is expected to reduce costs for issuers raising smaller amounts of capital through the public markets. It would also allow smaller issuers greater access to retail investors and provide retail investors with a broader choice of investments.

The prospectus exemption would not be available to issuers that have been a reporting issuer for less than 12 months, nor to issuers that have not filed all continuous disclosure documents required under Canadian securities legislation. Eligible issuers would file a short offering document and the securities they issue would be freely tradeable. Under the proposed exemption, issuers could raise up to the greater of $5 million or 10 per cent of the issuer’s market capitalization, to a maximum of $10 million, annually.

The proposed exemption is in response to comments received from CSA Consultation Paper 51-404 Considerations for Reducing Regulatory Burden for Non-Investment Fund Reporting Issuers. It also reflects research on capital raising requirements in other countries and other stakeholder feedback about the prospectus system.

Review the press release and CSA Notice.

IFRS Foundation Trustees discuss progress and next steps on establishing a new board focused on sustainability-related disclosure standards

Jul 19, 2021

The IFRS Foundation Trustees met by video conference on July 13, 2021 to discuss progress and next steps on establishing a new board focused on sustainability-related disclosure standards.

They were also updated about a recent meeting of some of the Trustees with the Mon­i­tor­ing Board that allowed the Trustees to provide a detailed update on progress and next steps in their work to establish the proposed International Sus­tain­abil­ity Standards Board. The Chair of the Trustees reported on his par­tic­i­pa­tion in a policy panel on reg­u­la­tions, dis­clo­sures, financial risk and private financing for the green economy. The Trustees also noted the G20 support for the IFRS Foun­da­tion’s work to establish a new board.

Please click to access the full meeting summary on the IASB website.

Panel discussion with Chair of the IFRS Foundation Trustees

Jul 16, 2021

On July 11, 2021, the Chair of the IFRS Foundation Trustees, Erkki Liikanen, took part in a panel discussion that was part of a conference was organized by the Italian Ministry of Economy and Finance and the Bank of Italy to coincide with the G20 Finance Ministers and Central Bank Governors’ meeting in Venice.

The topic of the panel dis­cus­sion was "Reg­u­la­tions, dis­clo­sures, financial risk and private financing for the green economy".

recording of the one-hour debate is available on YouTube.

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