News

Securities - ASC Image

ASC finalizes rule amendments to facilitate cross-border offerings by Alberta issuers

Aug 10, 2018

On August 10, 2018, the Alberta Securities Commission (ASC) published a new rule which will facilitate offerings by Alberta issuers to investors outside Alberta by reducing the regulatory impediments to such offerings. The new rule, ASC Rule 72-501 "Distributions to Purchasers Outside Alberta", will take effect on August 31, 2018. It repeals and replaces an existing rule of the same name, which was originally implemented in 1998.

The new rule significantly expands upon the exemptions available when an Alberta issuer seeks to distribute securities to investors outside of Canada. It also provides a prospectus exemption for distributions made under the offering memorandum exemption within Canada. The exemptions are conditional on material compliance with the disclosure requirements of the purchaser’s jurisdiction. The rule also contains prospectus exemptions for the resale of securities outside of Canada if the issuer is not a reporting issuer in any jurisdiction within Canada.

Review the press release and new rule on the ASC's website.

IFRS - IASB Image

IASB releases fourth webcast on FICE DP

Jul 31, 2018

On July 31, 2018, the International Accounting Standards Board (the Board) released its fourth webcast in a series of web presentations related to its Discussion Paper, "Financial Instruments with Characteristics of Equity".

This webcast explains Section 5 of the Discussion Paper Financial Instruments with Characteristics of Equity on compound instruments and redemption.

It covers the Board’s preferred approach to classification of compound instruments, such as convertible bonds, and obligations to redeem own equity instruments, for example a written put option on own shares.

Future webcasts in the series will cover:

  • presentation of equity instruments; and
  • presentation of financial liabilities

For more information, see the press release on the Board’s website and the webcast on the IFRS Foundation’s YouTube channel.

IFRS - IASB Image

IASB releases third webcast on FICE DP

Jul 30, 2018

On July 30, 2018, the In­ter­na­tional Ac­count­ing Stan­dards Board (IASB) has re­leased its third we­b­cast in a se­ries of web pre­sen­ta­tions re­lated to its Dis­cus­sion Pa­per, ‘Fi­nan­cial In­stru­ments with Char­ac­ter­is­tics of Eq­uity’.

This we­b­casts dis­cusses how the Board’s preferred approach would classify own equity derivatives (except for those that include an obligation for a company to take back its own shares, which will be explained in a future FICE webcast).

Fu­ture we­b­casts in the se­ries will cover:

  • Clas­si­fi­ca­tion of com­pound in­stru­ments and re­demp­tion oblig­a­tion arrange­ments.
  • Pre­sen­ta­tion of eq­uity in­stru­ments.
  • Pre­sen­ta­tion of fi­nan­cial li­a­bil­i­ties.

For more in­for­ma­tion, see the press re­lease on the IASB’s web­site and the we­b­cast on the IFRS Foun­da­tion’s YouTube chan­nel.

 

IFRS - AcSB Image

AcSB Response – Accounting Policies and Accounting Estimates (Proposed amendments to IAS 8)

Jul 26, 2018

On July 26, 2018, the Accounting Standards Board (AcSB) submitted a comment letter responding to the International Accounting Standards Board’s (IASB) Exposure Draft issued in March 2018.

The letter disagrees with the proposals to amend IAS 8 to lower the impracticability threshold for retrospective application of voluntary changes in accounting policy resulting from agenda decisions published by the IFRS® Interpretations Committee (agenda decisions).

The AcSB expresses concerns that amending IAS 8 as proposed would essentially elevate the authority of agenda decisions without the extent of due process expected for such an outcome.

The AcSB also notes that the proposals could lead to unintended consequences in jurisdictions, including Canada, where entities are expected to apply accounting policies in line with explanatory material in agenda decisions and, therefore, such changes in accounting policy are not voluntary in practice.

The AcSB strongly encourages the IASB to consider another mechanism, such as a change in the process around agenda decisions, to achieve its objectives for this project.

Review the AcSB letter posted on the IASB's website.

Securities - CSA Image

CSA publishes update on use of the streamlined rights offering exemption for reporting issuers

Jul 26, 2018

On July 26, 2018, the Canadian Securities Administrators (CSA) published CSA Staff Notice 45-323 (revised) "Update on Use of the Rights Offering Exemption" to provide an update on the use of the streamlined rights offering exemption for reporting issuers adopted in December 2015.

According to the CSA, the exemption has been used 60 times in the past two years, raising $535.5 million across the country.

The CSA report also identified a number of compliance and disclosure issues with the use of the streamlined exemption and provided suggestions for improvements, namely in regards to: stand-by commitments, use of available funds and closing news release.

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

Securities - CSA Image

CSA provides an update on its approach to determining director and audit committee member independence

Jul 26, 2018

On July 26, 2018, the Cana­dian Se­cu­ri­ties Ad­min­is­tra­tors (CSA) published CSA Staff Notice 52-330, Update on CSA Consultation Paper 52-404 Approach to Director and Audit Committee Member Independence. The notice summarizes feedback received during the CSA’s consultation on the approach to determining director and audit committee member independence, and outlines the CSA’s rationale for maintaining the current approach.

Considering the realities of the Canadian market and the comments received, the CSA have concluded that it is appropriate to maintain its current approach to determining director and audit committee member independence. It recognizes that its current approach has benefits and limitations. Upon review, it is satisfied that it strikes an appropriate balance between affording sufficient discretion to the board of directors to determine whether an individual could reasonably be expected to exercise independent judgement, and providing prescriptive elements that preclude an individual from being considered independent in certain circumstances.

The CSA’s current approach has been in place since 2004 and it notes that stakeholders understand and have adapted accordingly. Making changes to the current approach or replacing it with an alternative approach could result in additional costs for issuers and efforts for investors to adapt to such changes. The CSA is of the view that, in this case, any potential benefits of a change to the approach are outweighed by the potential negative impact of implementing such a change.

Re­view the press re­lease on the CSA's web­site and the Staff Notice on the CSA mem­bers’ web­sites.

 

US_SEC Image

SEC streamlines disclosure requirements

Jul 24, 2018

On July 24, 2018, the Securities and Exchange Commission (SEC) voted to propose rule amendments to simplify and streamline the financial disclosure requirements applicable to registered debt offerings for guarantors and issuers of guaranteed securities, as well as for affiliates whose securities collateralize a registrant’s securities.

The proposed amendments to Rules 3-10 and 3-16 of Regulation S-X would focus disclosures on information that is material to investors given the specific facts and circumstances, make the disclosures easier to understand, and reduce the costs and burdens for registrants. By reducing compliance burdens, the proposed amendments should further encourage issuers to register debt offerings, and thus provide investors with additional protections that are not present in unregistered offerings.

Review the press release and fact sheet on the SEC's website.

IFRS - IASB Image

Updated IASB work plan — Analysis

Jul 22, 2018

On July 18, 2018, the International Accounting Standards Board (the Board) updated its work plan following its July 2018 meeting.

Below is an analysis of all changes made to the work plan since our last analysis on June 22, 2018.

Research projects

Main­te­nance projects

Stan­dard-set­ting projects

Other projects

  • IFRS Taxonomy Update — Common Practice (IFRS 13) — A proposed update is now expected in September 2018.

The revised IASB work plan is available on the Board's website.

 

All - Deloitte Image

Deloitte comments on the EU fitness check

Jul 20, 2018

On July 20, 2018, De­loitte has responded to the European Commission’s consultation document 'Fitness check on the EU framework for public reporting by companies'. While Deloitte supports the Commission’s efforts and progress towards coherence, it notes that it considers that the overall corporate reporting framework is broadly working well. For IFRS reporting entities it suggests that changes are not currently required to the IAS Regulation and stress the importance of the EU remaining globally influential.

In the response to the consultation, Deloitte also notes that if reducing local GAAP differences were to be considered a priority in the EU and if feasibility studies show that obstacles can be overcome, it would favor initiatives that would gradually allow closer or fuller convergence with IFRS. This could take place through amendments to the Directives or the IAS Regulation allowing companies to voluntarily adopt IFRS in individual or consolidated financial statements, rather than leaving this to the discretion of Member States to decide whether or not this option is granted to the companies in their jurisdiction.

Please click to download the full comment letter here (cover letter with main messages first, followed by completed questionnaire).


All - AcSB Image

Stakeholder Survey in respect of the Draft Framework for Reporting Performance Measures – Enhancing the relevance of financial reporting

Jul 19, 2018

On July 19, 2018, the Ac­count­ing Stan­dards Board (AcSB) has is­sued a stakeholder survey requesting stakeholders to join the discussion and help improve financial and non-financial performance measures reported outside of financial statements.

The AcSB's new survey captures your feedback on the AcSB’s Draft Framework for Reporting Performance Measures and requests this information by September 17, 2018.

The AcSB’s target audience includes preparers, directors, users, practitioners, regulators, academics and standard setters.”

Here is a link to the survey on the AcSB's web­site.

 

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