The amendments introduce a new prospectus exemption for the resale of securities (and underlying securities) of a foreign issuer if the issuer is not a reporting issuer in any jurisdiction of Canada, and the resale is on an exchange or a market outside of Canada or to a person or company outside of Canada.

A foreign issuer is an issuer that is not incorporated or organized under the laws in Canada unless the issuer has a head office in Canada or the majority of its directors or executive officers ordinarily reside in Canada.

Provided all necessary regulatory and ministerial approvals are obtained, these will come into force on June 12, 2018.

Review the announcement on the CSA's website and the Notice on the OSC's website.

The SEC guidance released  includes two new areas: cybersecurity policies and procedures, and insider trading prohibitions.

The guidance spells out the rules of disclosure, stresses the importance of materiality when preparing disclosures and lists five elements of materiality to consider.

Experts from Deloitte are recommending public companies also consider taking an additional five steps:

1. Assess current policies and procedures related to cyber risks and incidents.
2. Align cyber risk with operational risk framework, and develop shared understanding on materiality considerations.
3. Understand disclosure obligations under federal and state laws, and establish and maintain appropriate and effective disclosure controls for cybersecurity risks and incidents.
4. Examine and update insider trading policies and procedures.
5. Raise C-suite and board awareness on SEC guidance and company obligations, and assess and test incident management processes, including through cyber war gaming.

Review the article on Accounting Today's website and the guidance on the SEC's website.

Specific initiatives the CSA intends to pursue include:

• removing or modifying the criteria for reporting issuers to file a business acquisition report;
• facilitating at-the-market offerings;
• revisiting the primary business requirements to provide greater clarity to issuers preparing an IPO prospectus;
• considering a potential alternative prospectus model;
• reducing or streamlining certain continuous disclosure requirements; and
• enhancing electronic document distribution for investors.

Selection of these projects follows a consultation initiated by the CSA in 2017 on reducing regulatory burden in the public markets. Subsequently, CSA staff received a number of comment letters and certain jurisdictions held in-person consultations on the topic. The chosen initiatives reflect input from a diverse range of stakeholders, including reporting issuers, investor advocates, and industry groups. Certain projects may require longer timeframes than others to complete.

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

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.

These types of amendments are generally referred to as “corrective disclosure” and include the following:

• Restatement and refiling of financial statements;
• Amending and refiling previously filed continuous disclosure documents;
• Filing documents that were to have been previously filed; and
• Clarifying or removing website or social media content.

Review the Staff Notice on the OSC's website and a summary on Stikeman Elliott's website.

Blockchain’s rise to prominence was led by an interest in blockchain-based token sales, commonly referred to as initial coin offerings (ICOs), which raised almost US$4 billion in 2017 alone. Yet despite blockchain’s impressive growth, many commentators believe we have just scratched the surface, labelling 2018 the “Year of Blockchain.”

Review the full article on Davies' website.

NI 58-101 requires non-venture issuers to provide annual disclosure regarding certain gender diversity related matters, including policies regarding the representation and number of women on the board and in executive officer positions. Comments are requested by April 10, 2018.

Review the press release and the Notice on the BCSC'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.

In a unanimous decision, the Court held that employees are not protected under Dodd-Frank unless they report information relating to a violation of the securities laws to the Securities and Exchange Commission (SEC). Employees who only report violations internally within their company, therefore, are not protected by Dodd-Frank’s anti-retaliation provisions.

Review the decision on the Supreme Court's website and an article on Holland & Hart LLP's website.

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.