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2021

Canadian securities regulators outline regulatory framework for compliance for crypto asset trading platforms

Mar 29, 2021

On March 29, 2021, the Canadian Securities Administrators (CSA) and the Investment Industry Regulatory Organization of Canada (IIROC) published a notice outlining securities law requirements that apply to crypto asset trading platforms (CTPs) and how they may be tailored by regulators for the CTPs business model.

The notice provides guidance on securities law requirements applicable to platforms whether trading crypto assets that are securities or derivatives, or contractual rights or claims to underlying crypto assets such as bitcoin or ether. The notice also outlines interim approaches that may be available to CTPs, that are intended to foster innovation and provide flexibility, while ensuring the CTPs operate in an appropriately regulated environment.

In addition, the notice provides an overview of key risks related to CTPs and areas where requirements may be tailored, provided that key risks are addressed and investor protection is not compromised. Finally, the notice outlines the process for submitting an application to the relevant CSA jurisdictions and IIROC.

Review the press release and joint CSA and IIROC Notice 21-329 Guidance for Crypto Asset Trading Platforms: Compliance with Regulatory Requirements.

Canadian securities regulators publish sixth review regarding women on boards and in executive officer positions

Mar 10, 2021

On March 10, 2021, the Securities regulatory authorities in Alberta, Manitoba, New Brunswick, Nova Scotia, Ontario, Québec and Saskatchewan (the participating jurisdictions) published results from the sixth year review of women on boards and in executive officer positions.

The notice summarizes results from a review of the disclosure of 610 issuers with year-ends between December 31, 2019 and March 31, 2020. The review focuses on public disclosure regarding women on boards and in executive officer positions, as set out in National Instrument 58-101 Disclosure of Corporate Governance Practices.

Key trends from this year’s review include:

  • The total number of board seats occupied by women increased to 20 per cent in 2020, compared to 11 per cent in 2015.
  • Seventy-nine per cent of issuers had at least one woman on their board, an increase from 49 per cent in 2015.
  • Six per cent of issuers had a female chair of their board.
  • Over half of issuers adopted a policy relating to the representation of women on their board, representing a significant increase since 2015.

The CSA intends to publish the underlying data from the review by summer 2021.

Review the press release on the CSA's website and the CSA Multilateral Staff Notice 58-312 Report on Sixth Staff Review of Disclosure Regarding Women on Boards and in Executive Officer Positions on the OSC's website.

Canadian securities regulators respond to the Modernization Taskforce Final Report and encourage a harmonized regulatory system that protects investors and reduces unnecessary burden

Feb 12, 2021

On February 12, 2021, the securities regulatory authorities of British Columbia, Alberta, Saskatchewan, Manitoba, Québec, Nova Scotia, Prince Edward Island, New Brunswick, Newfoundland and Labrador, Nunavut, Northwest Territories and Yukon (CSA members), published a response to the Ontario Capital Markets Modernization Taskforce (“Taskforce”) Final Report (“Report”) issued January 22, 2021.

CSA members commend the expeditious work completed by the Taskforce which is very useful to bolster our collective reflection on how to advance the Canadian securities regulatory regime. The response outlines the CSA’s perspective on how the Government of Ontario can best achieve the recommendations while also enhancing harmonization, efficiency, responsiveness and investor protection.

Review the press release and response on the CSA's website.

Canadian securities regulators outline disclosure expectations for reporting issuers dealing in crypto assets

Mar 11, 2021

On March 11, 2021, the Canadian Securities Administrators (CSA) published guidance to improve the quality of disclosures provided by issuers that engage materially with crypto assets (crypto asset reporting issuers).

In Canada, most crypto asset reporting issuers started entering the public markets in 2017 or 2018 through a restructuring transaction with, or a change of business by, an existing reporting issuer. Given this timing, most of these reporting issuers completed their first annual disclosure filings in 2019 for their annual reporting period ending in 2018. The notice describes several staff observations from their review of these initial disclosures.

The notice outlines the disclosure expectations of CSA staff in key areas such as safeguarding crypto assets, the use of crypto asset trading platforms, risk factors, material changes and promotional activities. The notice also provides guidance to crypto asset issuers on navigating certain complex accounting and disclosure issues.

The CSA will continue to evaluate the disclosure of reporting issuers engaged in crypto asset-related activities and will consider the need for further guidance or policy changes specific to these issuers.

Review the press release and guidance.

M&A Outlook 2021

Jan 15, 2021

The coronavirus global pandemic has had a considerable impact on global M&A as corporations, financial institutions and funds have sought to adapt and respond to changes in their respective markets. Sentiment in M&A has always been affected by global trends, and while there is now greater uncertainty, M&A offers businesses and investors strategies to navigate new commercial and operational challenges Projections for 2021 indicate a buoyant M&A market as the global economy returns to a growth trajectory.

OSC issues best practice guidance for prospectus filings

Jan 28, 2021

On January 28, 2021, the Ontario Securities Commission (OSC) published its best practice guidance to issuers to assist in their capital raising efforts.

The OSC has seen a significant number of confidential prospectus pre-files submitted in recent months and reminds issuers of the following best practices when filing a confidential pre-file prospectus to streamline the review process:

  • Pre-filed prospectuses should contain all financial and non-financial disclosure that would be included in the actual prospectus filing, and missing disclosure can result in review timelines being extended.
  • A deal timeline should be included in the filed cover letter to assist staff in understanding when the review should ideally be completed. The OSC expects that the issuer will file a preliminary prospectus shortly after the completion of the review of the pre-filed prospectus.
  • Any legal or accounting questions where OSC staff input is required should be highlighted.

The OSC will not review pre-files of non-offering prospectuses, other than non-offering prospectuses pre-filed in connection with cross-border financings or where there is a specific legal or accounting matter requiring staff input. Pre-files of prospectuses that solely qualify the issuance of securities on conversion of convertible securities, such as special warrants, will also not be reviewed.

Review the press release on the OSC's website.

Updated TSX guidelines for security based compensation disclosure

Jan 29, 2021

On January 29, 2021, the TSX released an updated version of "Guide to Security-Based Compensation Arrangements" (Guide). This third edition of the Guide, which was originally published in 2007, is intended to help listed issuers gain a better understanding of the issues relating to security-based compensation arrangements and assist issuers in preparing meaningful disclosure that complies with TSX requirements.

What's New in This Edition

This edition includes updates to reflect rule changes which came into effect in 2017 (principally regarding annual disclosure requirements, including burn rate), expand guidance on the treatment of full value awards and provide FAQs addressing questions commonly received by TSX listings managers.

Key Highlights

  1. Disclosure requirements – annually and upon adoption or amendment of a plan
  2. Examples of acceptable disclosure and reporting
  3. FAQ's

Review the press release and guide on the TSX's website and a summary on Miller Thomson LLP's website.

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