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.

Review the full article

IOSCO sees an urgent need to improve the com­plete­ness, con­sis­tency and com­pa­ra­bil­ity of sus­tain­abil­ity reporting and notes that:

Together, the IFRS Foun­da­tion’s con­sul­ta­tion and a parallel col­lab­o­ra­tive ini­tia­tive of an alliance of sus­tain­abil­ity reporting or­ga­ni­za­tions can further efforts to fa­cil­i­tate com­pa­ra­ble high-qual­ity international standards that provide the content that capital markets need, within a trans­par­ent stan­dard-set­ting ar­chi­tec­ture with a robust and inclusive gov­er­nance structure.

IOSCO also believes that robust sus­tain­abil­ity reporting standards, in­ter­con­nected with financial reporting standards, would also support audit and assurance – enhancing the market’s trust in sus­tain­abil­ity dis­clo­sures, and laying the foun­da­tions for mandatory corporate reporting on sus­tain­abil­ity in­ter­na­tion­ally.

Please click to access the full comment letter on the IOSCO website.

The White Paper, Implications of the Use of Blockchain in SOC for Service Organization Examinations, was developed by a Working Group of the AICPA Assurance Services Executive Committee (ASEC). The paper examines the skills and competencies auditors need to perform such engagements, the unique features of blockchain, the risks associated with using blockchain, and how the use of blockchain by service organizations may affect their SOC examinations.

For more information on the white paper, see the press release on the AICPA’s Web site.

The group has published a paper that illustrates how their current frameworks, standards and platforms, along with the elements set out by the Task Force on Climate-related Financial Disclosures (TCFD), can be used together to provide a running start for development of global standards that enable disclosure of how sustainability matters create or erode enterprise value.

In their joint statement of intent published in September 2020, the group stressed their willingness and readiness to work with the Trustees of the IFRS Foundation in this area. The paper demonstrates that standard-setting for sustainability-related financial disclosure is a natural extension of the IFRS Foundation’s current role, and provides insight into how such an ambition can be achieved by building on content that already exists.

In the paper, the group of five explain that enterprise value reporting “is not therefore a replacement for sustainability reporting, which serves a broad range of stakeholders, can offer input to public policy design and reveals issues that may emerge as material for economic decision-making over time.” They believe, however, that consistent communication of how sustainability matters affect drivers of enterprise value can be a “complementary enabler of change, since it creates a financial incentive for companies and their investors to improve performance on some sustainability matters as much and as quickly as they can”.

Following the paper’s launch, the group is co-hosting a webinar on January 12, 2021, where the CEOs of each organization will come together to further outline the concepts and motivations behind the paper. 

Please click for the following additional information on the CDSB website:

• Joint press release (includes link to register for the webinar)
• Joint paper with a prototype climate-related financial disclosure standard

The 2021 U.S. GAAP taxonomy reflects updates as a result of accounting standards and other improvements. The 2021 SEC taxonomy contains improvements based on two SEC final rules. The 2021 XBRL DQC taxonomy includes three new DQCRs.

The taxonomies are subject to final SEC approval, which is expected to be granted in early 2021. For more information, see the press release on the FASB’s Web site.

Companies reviewed showed progress in the completeness and quality of greenhouse gas emissions and business model disclosures, however the top strengths and weaknesses remain unchanged.

CDSB’s report concludes that investors’ ability to integrate information disclosed under the EU’s rules into their decision-making is inherently limited without further improvements to the Non-Financial Reporting Directive on TCFD, risk and materiality.

Please click to access the publication through the press release on the CDSB website.

If approved by the SEC, the new listing rules would require all companies listed on Nasdaq’s U.S. exchange to publicly disclose consistent, transparent diversity statistics regarding their board of directors. Additionally, the rules would require most Nasdaq-listed companies to have, or explain why they do not have, at least two diverse directors, including one who self-identifies as female and one who self-identifies as either an underrepresented minority1 or LGBTQ+. Foreign companies and smaller reporting companies would have additional flexibility in satisfying this requirement with two female directors.

Review the press release, FAQ and summary of what listed companies need to know about the rule proposal on Nasdaq's website.

Please click to access the publication through the press release on the IIRC website.

On November 12, 2020, Refinitiv Benchmark Services (UK) Limited (RBSL), the administrator of Canadian Dollar Offered Rate (CDOR), announced that the six-month and 12-month tenors of CDOR will cease to be published effective May 17, 2021 (the effective date). The one, two and three-month tenors of CDOR will continue to be published after the effective date.

The staff notice also outlines international developments to replace key inter-bank offered rates (IBORs) with nearly risk-free reference rates (RFRs). In particular, the United Kingdom, the United States and other countries are currently working to replace the London inter-bank offered rate (LIBOR) with alternative RFRs before the end of 2021.

The CSA encourages market participants affected by these changes to make appropriate transition arrangements well in advance of the effective date of any change, to avoid potential business or market disruptions.

Review the press release and staff notice on the CSA's website.