Other regulatory authorities also have watchful eyes on ICOs. In this update, we look beyond securities regulators and securities regulations that might affect ICOs in Canada and discuss the potential for broader regulation.

Review the full article on Goodmans LLP's website.

The report findings provide insight into the following areas:

• breakdown and percentages of women on boards for full-year 2017
• breakdown and percentages of women executive officers for full-year 2017
• industry breakdown of women directors for full-year 2017
• diversity policies and targets for full-year 2017
• 2018 mid-year results regarding the number and percentage of women directors and women in executive officer positions by industry
• board policies on diversity and policies related to the nomination and identification of women on boards
• targets for women on boards and in executive officer positions

The report also includes statistics on the proportion of companies with a female CEO and companies with a female board chair.

Review the press release and the report on Osler's website.

The study, by Rahul Vashishtha and Mohan Venkatachalam of Duke University's Fuqua School of Business and Arthur G. Kraft of the Cass Business School of City University London, is set to appear in an upcoming issue of The Accounting Review, published by the American Accounting Association. The professors found that, when new regulatory mandates forced companies to increase the frequency of their financial reporting, they reduced their annual capital investments by around 1.5 to 1.9 percent of their total assets, depending on how the capital investments were defined. The average annual capital investments of those companies totaled approximately 9 percent of assets, so those reductions were hefty cuts.

Review the full article on Accounting Today's website.

The Diversity Assessment Report is designed to help regulated entities conduct self-assessments of their diversity policies and practices, as envisioned by the Joint Standards, and provides these entities with a template for submitting information about their self-assessments to OMWI. The Joint Standards also encourage regulated entities to publish information related to their self-assessments on their websites.

Review the press release and the report on the SEC's website.

Over the last several months, the SEC has intensified its threats to so-called “gatekeepers,” especially in the area of initial coin offerings (“ICOs”) and cryptocurrencies.

Clayton’s testimony was his latest in a series of warnings to lawyers involved in structuring ICOs that the SEC is on “high alert” and may charge them with securities law violations if they do not “do better” in performing their job as gatekeepers for the securities industry. While the SEC has long sought to hold accountable lawyers whom it believes have fallen short of their professional obligations, Clayton’s recent warnings go far beyond those of his predecessors.

While many entrepreneurs—and their lawyers—may view ICOs as a decentralized and largely unregulated means of raising capital, the SEC has essentially adopted a rebuttable presumption that ICO tokens are securities that must comply with the registration requirements of the securities laws.

Review the full article on Bloomberg Law's website.

When one looks at any list of prominent securities fraud lawsuits, it will probably be dominated by companies such as Enron, WorldCom, Cendant, and HealthSouth, which were charged with misleading investors by actively misstating financial results. The reality, however, is that most securities suits are premised on alleged omissions of material fact, and not the sorts of misrepresentations that capture headlines.

Review the publication on our US firm's website.

By way of background to the ruling:

Canada is the only G20 country that does not have a national securities regulator. The quest to create a national securities regulator goes back to 1935, and calls for such a regulatory body have been strong since the 1970s.

In 2011, the Supreme Court was unanimous in ruling a proposed national regulator unconstitutional, saying that, as drafted by the federal government, it would have been too closely involved in day-to-day regulation of capital markets – a provincial responsibility. Under Canada’s 1867 Constitution, the federal government is responsible for trade and commerce, and the provinces have authority over property and civil rights. The Supreme Court, however, left the door open to the creation of a pan-Canadian regulator involving a co-operative effort.

In 2013, the federal government rewrote its plan for a regulator, called the Capital Markets Regulatory Authority. Five provinces and one territory – Ontario, British Columbia, Saskatchewan, Prince Edward Island, New Brunswick and Yukon – have agreed to participate. Quebec and Alberta oppose the plan, structured as a co-operative agency run by those provinces and territories that choose to opt in. Overseen by a council of ministers from each participating jurisdiction, it was crafted to ensure that the provinces do not cede power to Ottawa.

The Quebec government referred this plan to the Quebec Court of Appeal, which ruled it unconstitutional in 2017.

The Attorney General of Canada then appealed the Quebec Court of Appeal’s opinion to the Supreme Court of Canada, which has now ruled, on November 9, 2018, in favor of the Attorney General of Canada’s appeal i.e. that the plan for a co-operative agency run by those provinces and territories that choose to opt in is not unconstitutional.

Re­view today’s article in the Globe & Mail and the ruling of the Supreme Court of Canada for further details.

Pursuant to Section 346 of the TSX Company Manual (the "Manual"), an issuer may not make any representation, oral or written, that its securities will be listed on TSX or that application has been or will be made to list its securities on TSX except with the written permission of the Director of the Ontario Securities Commission, unless:

1. application has been made to list the securities and securities of the same issuer are already listed on TSX; or
2. TSX has granted approval to the listing, conditional or otherwise, or has consented to or indicated that it does not object to the representation. Furthermore, such representation may not be made in a preliminary prospectus, draft prospectus or other offering document, unless otherwise consented to by TSX.

Review the announcement on the TSX's website.

In a summary prepared by Blakes, the Proposed Amendments codify certain market practices and exemptions previously granted by the TSX and remove the requirement for shareholder approval of a qualifying acquisition subject to certain requirements. The Proposed Amendments also include certain non-material amendments to clarify various provisions as well as ancillary changes.

Review the proposed amendments on the TSX's website and a summary on Blakes LLP's website.