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2016

Advancing Innovation Roundtable Takes Shape

Oct 04, 2016

On October 4, 2016, TMX Group announced the members of the Advancing Innovation Roundtable, which include prominent senior executives from the investment and capital formation communities in Canada. Announced in August 2016, the Roundtable's mission is to deliver actionable recommendations on how to increase access to scale up capital for Canadian innovation economy companies as they grow beyond the seed and start-up stages.

Joining the Advancing Innovation Roundtable are highly-regarded leaders from pension plans, banks, endowments, venture capital firms and private equity funds. Their collective input and strategic insights will help inform ongoing national conversations regarding the development of Canada's innovation economy, and contribute to building an effective strategy to enable this country's technology companies to achieve long-term success.

Review the press release on the TMX Group's website.

AMF launches whistleblower program

Jun 20, 2016

On June 20, 2016, the Autorité des marchés financiers (AMF) launched its whistleblower program, intended to better protect individuals who report wrongdoing and enable the AMF to gather information on offences committed under the laws and regulations it administers.

Under the program, whistleblowers benefit from informer privilege as soon as a wrongdoing is reported. Investigators are trained specifically to respond to the issues faced by whistleblowers and make every effort to maintain the confidentiality of the information and the documents received, as well as the whistleblower’s identity.

Review the press release and program on the AMF's Web site.

ASC adopts Crowdfunding rule enabling Alberta’s small and medium businesses to raise capital online

Oct 31, 2016

On October 31, 2016, the Alberta Securities Commission (ASC) announced that it has adopted Multilateral Instrument 45-108, Crowdfunding (MI 45-108). The new rule is available immediately and introduces a crowdfunding prospectus exemption for issuers as well as a registration framework for funding portals.

The implementation of MI 45-108 follows the recent adoption of ASC Rule 45-517 Prospectus Exemption for Start-up Businesses (ASC Rule 45-517), which was introduced to help facilitate Alberta-based small or start-up issuers seeking to raise modest amounts of capital from Alberta investors. MI 45-108 is viewed to be complementary with ASC Rule 45-517 and is designed to accommodate moderate financings being raised strictly through an online funding portal across multiple jurisdictions in Canada.

Review the press release on the ASC's website.

ASC advances new capital-raising initiatives for start-up businesses

Jul 26, 2016

On July 26, 2016, the Alberta Securities Commission (ASC) announced that it is moving forward with two initiatives designed to facilitate capital-raising for small and medium-sized enterprises while providing appropriate investor protection.

First, the ASC has adopted ASC Rule 45-517 Prospectus Exemption for Start-up Businesses (ASC Rule 45-517). The new rule is available immediately to help facilitate Alberta-based small or start-up issuers seeking to raise modest amounts of capital from Alberta investors. ASC Rule 45-517 provides a prospectus exemption that can be used with or without a funding portal or other registered dealer. It is designed to clearly explain and limit risks for investors.

Second, the ASC has published for a 30-day comment period Multilateral Instrument 45-108 Crowdfunding (MI 45-108). If adopted, MI 45-108 would allow Alberta issuers to raise somewhat larger amounts through crowdfunding offerings across multiple jurisdictions in Canada.

Review the press release on the ASC's website.

ASC seeks comment on proposed changes to disclosure requirements regarding the representation of women on boards and in senior management

Sep 14, 2016

On September 14, 2016, the Alberta Securities Commission (ASC) published for comment proposed amendments to National Instrument 58-101 Disclosure of Corporate Governance Practices (NI 58-101) and Form 58-101F1 Corporate Governance Disclosure.

The proposed amendments are intended to increase transparency for investors and other stakeholders of non-venture issuers regarding the representation of women on boards of directors and in senior management, as well as with respect to term limits or other mechanisms of board member renewal. The objective of the enhanced disclosure is to provide investors with information they may find helpful in making investment and voting decisions.

The amendments would align the disclosure requirements under NI 58-101 in Alberta with most other jurisdictions in Canada regarding the representation of women on the boards of directors and in executive officer positions.

The 30-day comment period will end on October 14, 2016.

Review the press release and the ASC Notice on the ASC's website.

ASC to adopt disclosure requirements regarding the representation of women on boards and in senior management

Dec 15, 2016

On December 15, 2016, the Alberta Securities Commission (ASC) announced that it will adopt amendments to National Instrument 58-101 Disclosure of Corporate Governance Practices (NI 58-101) and Form 58-101F1 Corporate Governance Disclosure.

The amendments require non-venture reporting issuers in Alberta to provide annual disclosure of the following items in their proxy circular or annual information form:

  • any policies regarding the representation of women on the board;
  • whether the board or its nominating committee considers the representation of women in the director identification and selection process;
  • whether the issuer considers the representation of women in executive officer positions when making executive officer appointments;
  • targets regarding the representation of women on the board and in executive officer positions, if any have been set by the issuer;
  • the number of women on the board and in executive officer positions; and
  • director term limits or other mechanisms of board renewal.

The amendments align the disclosure requirements under NI 58-101 in Alberta with most other jurisdictions in Canada regarding the representation of women on the boards of directors and in executive officer positions. The amendments are effective December 31, 2016.

Review the press release on the ASC's website.

Canadian Securities Regulators Seek Comment on Alternative Funds Framework

Sep 22, 2016

On September 22, 2016, the Canadian Securities Administrators (CSA) published for comment proposed amendments to National Instrument 81-102 Investment Funds (NI 81-102) and National Instrument 81-101 Mutual Fund Prospectus Disclosure as part of the final phase of the CSA’s efforts to modernize the regulation of publicly offered investment funds.

The proposed amendments are primarily aimed at developing a more comprehensive regulatory framework for publicly offered alternative funds (currently called commodity pools). In addition, they would streamline the regulation of non-redeemable investment funds under NI 81-102.

The proposed amendments would introduce or revise certain investment restrictions for these funds, including concentration limits, limits on illiquid assets and limits on cash-borrowing. The proposed amendments would also introduce disclosure requirements for alternative funds that would clearly highlight the investment strategies that differentiate these products from conventional mutual funds.

The comment period closes on December 21, 2016.

Review the proposals on the OSC's Web site.

Canadian Securities Regulators Propose Changes to Custody and Other Requirements for Dealers, Advisers and Investment Fund Managers

Jul 07, 2016

On July 7, 2016, the Canadian Securities Administrators (CSA) published proposed amendments to National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103) and National Instrument 33-109 Registration Information. The amendments include proposals to enhance custody requirements for certain registrants, clarify activities that may be conducted by exempt market dealers and incorporate relief from certain Client Relationship Model Phase 2 (CRM2) requirements into NI 31-103.

The proposals also contain amendments to NI 31-103 and its companion policy to:

  • clarify the activities that may be conducted under the exempt market dealer category of registration in respect of trades in prospectus-qualified securities;
  • expand an existing exemption from the dealer registration requirement so that registered advisers may trade in the securities of investment funds if the adviser or an affiliate manages the investment fund and certain conditions are met;
  • make permanent temporary CRM2 relief granted in May 2015; and
  • update guidance regarding the delivery of information required under CRM2 to address matters that have arisen in the course of its implementation.

Review the proposed amendments. The comment period closes October 5, 2016.

Canadian Securities Regulators Release Latest Three-Year Business Plan

Jul 07, 2016

On July 7, 2016, the Canadian Securities Administrators (CSA) released its Three-Year Business Plan for the period from April 1, 2016 to March 31, 2019.

The CSA Business Plan for 2016-2019 outlines (18) priorities with action plans in four areas:

  • investor protection
  • fair and efficient markets
  • enforcement effectiveness
  • information technology

Review the Business Plan on the CSA's Web site.

Canadian securities regulators publish results of continuous disclosure reviews for fiscal 2016

Jul 18, 2016

On July 18, 2016, the Canadian Securities Administrators (CSA) published Staff Notice 51-346 Continuous Disclosure Review Program Activities for the fiscal year ended March 31, 2016, which summarizes the results of the CSA’s continuous disclosure (CD) review program, highlights common deficiencies and illustrates best practices for reporting issuers.

Overall, 62 per cent of review outcomes required issuers to take action to improve and/or amend their disclosure, or resulted in the issuer being referred to enforcement, cease traded or placed on the default list. This represents a slight increase from 59 per cent in fiscal 2015.

In fiscal 2016, CSA Staff noted disclosure deficiencies in a number of areas, including but not limited to:

  • use of non-GAAP financial measures;
  • liquidity and capital resources;
  • discussion of operations by venture issuers without significant revenues;
  • material contracts; and
  • disclosure required by National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities.

Review the Staff Notice 51-346 Continuous Disclosure Review Program Activities for the fiscal year ended March 31, 2016 on the OSC's website.

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