Securities

Alberta and Saskatchewan securities regulators seek comment on proposed new exemption designed to facilitate access to capital

Nov 20, 2020

On November 20, 2020, the Alberta Securities Commission (ASC) and the Financial and Consumer Affairs Authority of Saskatchewan (FCAA) announced that they are seeking input on a proposed 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 proposed new self-certified investor prospectus exemption would allow investment by investors who certify to having certain financial and investing experience and education, and acknowledge certain investment considerations and risks. To reduce the risks to investors, investments would be limited in a 12-month period to $10,000 in any one business and $30,000 across multiple businesses.

Details of the proposal are set out in CSA Multilateral Notice 45-327 Proposed Prospectus Exemption for Self-Certified Investors available on the websites of the ASC and the FCAA. The comment period for the proposed new prospectus exemption is open until December 23, 2020.

Review the press release on the ASC's website.

OSC publishes 2020 Corporate Finance Branch Report

Nov 19, 2020

On November 19, 2020, the Ontario Securities Commission (OSC) published its annual Corporate Finance Branch Report, an important resource to help issuers and their advisors comply with their reporting obligations. Due to the ongoing impact of the COVID-19 pandemic, the report also provides issuers with guidance on additional considerations related to the impact of COVID-19.

The report provides issuers with guidance on trends and issues identified during compliance reviews. Key areas of focus in fiscal 2020 included MD&A disclosure, mining technical reports, the use of non-GAAP financial measures, forward-looking information and executive compensation. The report also outlines the Branch’s operational and policy work.

In addition, the report provides an update on the progress made on reducing burden for issuers, a key focus for the OSC. To date, eight of the 13 burden reduction recommendations for issuers have been completed and many of the remaining recommendations are on target for their estimated completion date. Key recommendations completed in 2020 include a program that allows issuers to file an entire prospectus confidentially for staff review and the adoption of a pre-filing review for mining reporting issuers seeking staff views on certain technical disclosure documents.

Review the press release and OSC Staff Notice 51-731 Corporate Finance Branch 2020 Annual Report on the OSC's website.

Sustainable Finance – An Inside Look by Accountancy Europe

Nov 13, 2020

On November 13, 2020, Accountancy Europe has released a podcast discussing what is being done on the side of accountants to accommodate sustainability into corporate reporting.

The podcast can be accessed on the Accountancy Europe website.

FRC (UK) review concludes that corporate reporting needs to improve to meet the expectations of investors and other users on the urgent issue of climate change

Nov 10, 2020

On November 10, 2020, the UK Financial Reporting Council (FRC) has published the results of a review that shows that corporate reporting needs to improve to meet the expectations of investors and other users on the urgent issue of climate change.

Please click to access the review through the press release on the FRC website.

Canadian securities regulators provide guidance to issuers on reporting impact of COVID-19

Oct 29, 2020

On October 29, 2020, the Canadian Securities Administrators (CSA) published its biennial report on its continuous disclosure review program. Due to the ongoing impact of the COVID-19 pandemic, the report also includes guidance for issuers on reporting the impact of COVID-19.

The report outlines common deficiencies and provides examples of how to improve disclosure on select topics including: forward looking information; non-GAAP financial measures; overly promotional disclosure; insider reporting; and mineral project disclosure.

In fiscal 2020, 55 per cent (2019 - 67 per cent) of review outcomes required issuers to take action to improve and/or amend their disclosure, with some issuers being referred to enforcement, cease-traded or placed on the default list.

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

WBCSD’s 8th Edition of Reporting Matters issued

Oct 21, 2020

On October 21, 2020, the World Business Council for Sustainable Development (WBCSD) has published the eighth edition of its Reporting Matters – WBCSD’s annual review of its member companies’ sustainability and integrated reports.

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

CSA 2019-2020 Enforcement Report

Sep 30, 2020

In September 2020, the Canadian Securities Administrators (CSA) released its 2019-2020 Enforcement Report. This annual report highlights actions taken across Canada to deter and sanction wrongdoing in the capital markets.

Review the report on the CSA's website.

AMF publishes annual summary of corporate finance oversight and regulatory activities

Sep 24, 2020

On September 24, 2020, the Autorité des marchés financiers (AMF) published its annual Summary of Oversight and Regulatory Activities, which details the key initiatives of the Direction principale du financement des sociétés (“Corporate Finance”) for the 2019-2020 fiscal year.

After presenting a profile of companies for which the AMF is the principal regulator, the summary outlines the outcomes of reviews of continuous disclosure documents and prospectuses filed by the companies. The summary also presents findings of reviews relating to AMF regulations and the guidance set out in international financial reporting standards.

In a spirit of openness and transparency, the summary also provides the market with information on the representation of women on boards and in executive officer positions and ongoing regulatory initiatives relating to company financing and continuous disclosure requirements.

The last part of the summary describes the many innovations that have been implemented by the AMF over the past year—particularly in response to the pandemic, which has had an impact on company disclosures and their analysis.

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

Canadian securities regulators propose changes to the offering memorandum prospectus exemption

Sep 17, 2020

On September 17, 2020, the Canadian Securities Administrators (CSA) published for comment proposed changes to the offering memorandum prospectus exemption. The changes are reflected in proposed amendments to National Instrument 45-106 "Prospectus Exemptions" (NI 45-106), as well as proposed changes to Companion Policy 45-106CP "Prospectus Exemptions".

The proposed amendments set out new disclosure requirements for issuers that are engaged in “real estate activities” or issuers that are “collective investment vehicles”. These include a new requirement for issuers with real estate activities to provide an independent appraisal of the real property, if it discloses a value for the real property other than in its financial statements, will use a material amount of the proceeds to acquire an interest in real property, or acquire an interest in real property from a related party. It is proposed that issuers that are collective investment vehicles will need to provide better disclosure to investors about the issuer’s investment decision-making process and the composition and performance of the issuer’s portfolio.

Many issuers using the offering memorandum prospectus exemption are issuers that would meet these proposed definitions, and some already provide disclosure that would meet the proposed requirements. The new requirements are intended to set out a clearer framework for these issuers, giving them greater certainty as to what they must disclose, while giving investors more complete and relevant information.

In addition, the proposed amendments include a number of general amendments, which are meant to clarify or streamline parts of NI 45-106 or improve disclosure for investors.

The CSA Notice and Request for Comment setting out the proposed amendments can be found on the websites of CSA members. Comments should be submitted in writing by December 16, 2020.

Review the press release on the CSA's website and the proposed changes on the OSC's website.

OSFI launches consultation on technology risks in the financial sector

Sep 15, 2020

On September 15, 2020, the Office of the Superintendent of Financial Institutions (OSFI) launched a three-month consultation with the publication of a discussion paper, "Developing financial sector resilience in a digital world". The paper focuses on risks arising from rapid technological advancement and digitalization, as these trends impact the stability of the Canadian financial sector.

This consultation supports OSFI's strategic objective to ensure that federally-regulated financial institutions and pension plans are better prepared to identify and develop resilience to non-financial risks before they negatively affect their financial condition. While technology is a key enabler for financial institutions and financial consumers, its widespread use and rapid adoption can pose risks in many different areas of the business if not properly understood and managed.

Understanding the financial sector's use of technology and how technology risks are managed is central to this consultation. OSFI's discussion paper focuses on the risk areas of cyber security, advanced analytics (artificial intelligence and machine learning), and the use of third party services such as cloud computing.

OSFI is seeking feedback from a wide range of stakeholders including financial sector participants, technology experts, and academics. Their input will help guide OSFI's regulatory and supervisory approaches to technology risks that meet our mandate of protecting depositors, policyholders and private pension plan beneficiaries while allowing institutions to compete and take risks.

Review the press release on the OSFI's website.

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