Overview

On May 20, 2021, the Canadian Securities Administrators (CSA) proposed changes to the continuous disclosure requirements for non-investment fund reporting issuers that will streamline and clarify their annual and interim filings. Comments are requested by September 17, 2021.

The proposed amendments:

• Streamline and clarify certain disclosure requirements in the management’s discussion and analysis (MD&A) and the annual information form (AIF) for non-investment fund reporting issuers.
• Eliminate certain requirements that are redundant or no longer applicable.
• Combine the financial statements, MD&A and, where applicable, AIF into one reporting document called the annual disclosure statement for annual reporting purposes, and the interim disclosure statement for interim reporting purposes.
• Introduce a small number of new requirements to address gaps in disclosure.

The proposed amendments reflect comments received in response to CSA Consultation Paper 51-404, Considerations for Reducing Regulatory Burden for Non-Investment Fund Reporting Issuers. They also reflect research on comparable requirements in other countries and other stakeholder feedback about disclosure requirements in annual and interim filings.

The CSA is also consulting on a proposed framework for semi-annual reporting on a limited basis. The framework would allow venture issuers that are not SEC issuers the choice of reporting on a semi-annual rather than a quarterly basis. Alternative disclosure would be required for interim periods where financial statements and MD&A would not be filed. While no rule is being published for comment at the present time, the CSA is soliciting public comment on whether rules consistent with the proposed framework could further reduce regulatory burden for these issuers while still providing investors with adequate information to make informed decisions.

The proposed access model for prospectuses was generally well received by commenters. In light of the comments received, the CSA is considering ways to enhance the access model for continuous disclosure documents. The CSA anticipates publishing a revised access model for continuous disclosure in due course. It expects that any access model it chooses would apply to the annual and interim disclosure statements that are being proposed. Until that work advances, the CSA does not anticipate implementing the amendments that would introduce the annual and interim disclosure statements.

In deciding on the timing for implementing any of the continuous disclosure modernization proposals, the CSA will ensure reporting issuers are provided with sufficient time to transition to any new forms and requirements.

For fur­ther de­tails, re­fer to the press re­lease and pro­posed amend­ments on the OSC's web­site.

Other developments

May 2021

On May 20, 2021, the Canadian Securities Administrators (CSA) proposed changes to the continuous disclosure requirements for non-investment fund reporting issuers that will streamline and clarify their annual and interim filings. Comments are requested by September 17, 2021.