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.

A general introduction to the regulation of virtual currencies in Canada

Nov 10, 2021

Canada currently has no comprehensive framework governing the regulation of digital assets. Securities regulation has emerged as the main regulatory instrument in Canada and is primarily a matter of provincial jurisdiction. While each province and territory has its own rules and securities regulators, the securities regulatory framework is largely streamlined and harmonised across Canada, with certain provincial or regional variances. However, legislative jurisdiction in the area of derivatives is divided between the federal and provincial governments, and the harmonisation of rule-making in this area has been more challenging.

Review the article on Lexology's website.

A4S publishes introduction to sustainability-related reporting

Jul 15, 2021

The Prince of Wales' Accounting for Sustainability Project (A4S) has published 'Navigating the Reporting Landscape'.

The guide offers a brief in­tro­duc­tion to the changing corporate reporting landscape. It summarizes recent key de­vel­op­ments in sus­tain­abil­ity reporting including EU de­vel­op­ments and the sus­tain­abil­ity ini­tia­tive of the IFRS Foun­da­tion Trustees. It shows how sus­tain­abil­ity reporting is impacting the role of the ac­coun­tant and shaping the future of corporate reporting. It also high­lights how this area is likely to evolve going forward, offering sign­post­ing to further sources of in­for­ma­tion.

Please click to access the guide on the A4S website.

Accounting and Tax Considerations for Cryptocurrency

May 20, 2021

The Financial Education & Research Foundation (FERF) spoke with Deloitte experts about the accounting and tax considerations when a company invests in cryptocurrencies or chooses to use it in its business.

The questions covered included:

  • Given that different cryptocurrencies carry different risks, how do financial executives decide which ones we want to be associated with and which ones to avoid?
  • What are the key accounting and tax capabilities that their systems need to accommodate to account for crypto?
  • What are the key accounting and tax considerations when a company invests in cryptocurrencies or chooses to use it in its business?
  • How do we think about the decision to self-custody vs. Use a custodian?
  • What are the considerations as we select vendors to support key functions like custody?
  • Which risk factors should preparers consider disclosing in public filings?
  • Which areas of regulation and compliance should companies pay particular attention to?

Review the article on the FEI'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.

Alberta and Saskatchewan securities regulators adopt new self-certified investor prospectus exemption

Mar 31, 2021

On March 31, 2021, the Alberta Securities Commission (ASC) and the Financial and Consumer Affairs Authority of Saskatchewan (FCAA) adopted a new prospectus exemption designed to provide greater access to capital for Alberta and Saskatchewan businesses and broaden investment opportunities for Alberta and Saskatchewan investors.

The new prospectus exemption outlines that investors who certify to having certain financial and investment knowledge, and acknowledge that they understand certain investment considerations and risks, are permitted to invest alongside accredited investors. To mitigate the risks of investing, self-certified investors are limited, in a calendar year, to investments of $10,000 in any one issuer and $30,000 across multiple businesses. The investment limits won't apply to an investment in an issuer listed on a Canadian stock exchange that is complying with its ongoing reporting obligations, provided that the investor has received suitability advice with respect to the investment. The exemption is being implemented on a three-year pilot basis.

Review the press release and details of the new exemption Multilateral CSA Notice of Implementation Alberta and Saskatchewan Orders 45-538 Self-Certified Investor Prospectus Exemption on the ASC’s website.

AMF 2020-2021 Enforcement Report published - Positive results amid the pandemic

Jun 17, 2021

On June 17, 2021, the Au­torité des marchés fi­nanciers (AMF) pub­lished its Enforcement Report for the 2020-2021 fiscal year. Despite the pandemic, the AMF reports that its inspection, investigation and prosecution teams were very proactive and able to maintain their operations remotely, achieving more-than satisfactory progress and results.

During the period, the AMF instituted a large number of prosecutions and obtained important rulings that sent deterrent messages. Throughout 2020-2021, the AMF also continued its offensive on the crypto asset front and initiated major proceedings when investigations found a number of offences being committed via virtual spaces in the crypto asset ecosystem.

The inspection team was very busy, particularly as it had to integrate mortgage brokerage into its inspection activities and oversee registrants’ management of the pandemic.

Fiscal 2020-2021 was also a landmark year with the rollout of major projects such as electronic evidence management (AÉP) and the Market Analysis Platform (MAP). These projects have now been completed, and the tools developed under them are being used daily by the AMF’s market surveillance specialists, intelligence analysts, data science experts, investigators, and prosecutors.

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

ASC adopts a new registration exemption for finders to help start-ups and other small businesses in Alberta raise capital

Nov 11, 2021

On November 11, 2021, the Alberta Securities Commission (ASC) adopted a new registration exemption for finders to help start-ups and other small businesses in Alberta raise capital.

The new small business finder’s exemption is intended to help small businesses use finders to raise money. It replaces ASC Blanket Order 31-505 Registration Exemption For Trades In Connection With Certain Prospectus-Exempt Distributions (known as the northwestern exemption) and provides a more targeted exemption from the dealer registration requirement for finders. The new exemption includes a number of conditions and better integrates with prospectus exemptions that small businesses in Alberta can rely on.

Details of the new exemption are set out in ASC Notice of Implementation of ASC Blanket Order 31-536, Alberta Small Business Finder’s Exemption and ASC Blanket Order 31-536Alberta Small Business Finder’s Exemption.

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.

Can the SEC Make ESG Rules that are Sustainable?

Jun 22, 2021

On June 22, 2021, SEC Commissioner Elad L. Roisman made a speech at the Virtual Conference of the National Investor Relations Institute entitled, “Can the SEC Make ESG Rules that are Sustainable?”.

Noting that the Commission has increased its attention on ESG matters recently, and that the Chair of the Commission has expressed his intent to propose new disclosure requirements relating to climate change and human capital, Mr. Roisman focused on three questions during his speech:  

  • What precise items of “E,” “S,” and “G” information are investors not getting that are material to making informed investment decisions?
  • If the SEC were able to identify the information investors need, how would the SEC come up with “E” and “S” disclosure requirements—now, and on an ongoing basis? What expertise does the SEC need?
  • If the SEC were to incorporate the work of external standard-setters with respect to new ESG disclosure requirements: how would the agency oversee them—in terms of governance, funding, and substantive work product—on an ongoing basis? And what kind of new infrastructure would be required inside the SEC and at the standard-setters themselves?

Re­view the speech on the SEC's web­site.

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