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Reporting Issuers and Social Media – A Strict Corporate Governance Approach

By: Hayley Silvertown | March 22, 2017

On March 9, 2016, the Canadian Securities Administrators (“CSA”) published CSA Staff Notice 51-348 (the “Notice”) which describes some of the concerns that arise when reporting issuers use social media as a public disclosure platform and engage with investors and other stakeholders. 

The Notice highlights three main issues for reporting...

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Bill C-25 Proposes Significant Changes to the CBCA

By: Hayley Silvertown | December 3, 2016

Important changes for public corporations governed by the Canada Business Corporations Act (CBCA) may be on the horizon – namely to director election processes and notice-and- access procedures. On December 14, 2016, the Government of Canada published proposed regulations to Bill C-25, which completed the second reading debate stage in the Parliament of Canada on December 9, 2016. If enacted, a few of the changes that can be expected are as follows...

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New Record-Keeping Requirements for Ontario Corporations with Land Ownership Interests

By: Hayley Silvertown | November 28, 2016

On December 10, 2016, the Forfeited Corporate Property Act (FCPA) comes into force, which will amend several provisions of the Ontario Business Corporations Act (OBCA), and specifically, impose new record-keeping obligations on Ontario corporations. These obligations will apply (i) to all Ontario corporations incorporated or continued under the OBCA on or after December 10, 2016; and (ii) to all Ontario corporations, as of...

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Crowdfunding in Ontario

By: Shawn Blundell | September 19, 2016

In January of 2016, Multilateral Instrument 45-108 (the "Crowdfunding Exemption") was adopted in Manitoba, Ontario, Quebec, New Brunswick and Nova Scotia, allowing Issuers to utilize Crowdfunding as a means to raise capital. The purpose of this article is to provide (i) a brief definition of Crowdfunding, (ii) the details of the new Crowdfunding Exemption, and (iii) outline how an Issuer can prepare themselves to utilize the...

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Early Warning Report

By: Mujir A. Muneeruddin | Regulatory Compliance | April 15, 2016

On May 9th, 2016 legislative and regulatory amendments will come into force in respect of the Early Warning System (subject to applicable legislative and regulatory approvals). In summary, while the early warning threshold as to ownership of the securities of a reporting issuer did not change from 10% (the "Threshold"), there were nonetheless a number of substantive changes. For example, disclosure will now be...

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TSX-V Commits to Revitalizing

By: Mujir A. Muneeruddin | TMX and TMX-V | April 8, 2016

The TSX Venture Exchange (the "Exchange") provided an update on efforts its leadership team has made over the past few months to find "progressive solutions" to current challenges in economic conditions, particularly the current "sustained downturn in commodities". Implicitly acknowledging that it is heavily hinged upon commodities, the Exchange acknowledged that its model "must continue to evolve". As a result, the Exchange offered details of...

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Offering Memorandum Exemption

By: Mujir A. Muneeruddin & Grant Duthie | Capital Markets | March 18, 2016

On January 13, 2016 amendments to National Instrument 45-106 Prospectus Exemptions became effective, allowing use of the Offering Memorandum exemption in Ontario (the "OM Exemption"). Previously, the OM Exemption had been available in each of the other provinces and territories, providing many early stage and junior issuers with a vital alternative to conventional prospectus exemptions, which generally require investors to meet onerous income or asset tests, or to have specific relationships with the....

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Ontario court recognizes new privacy tort: "Public disclosure of embarrassing private facts"

By: Tim Storus | March 15, 2016

On January 21, 2016, the Ontario Superior Court of Justice recognized the new privacy-related common-law tort related to the public disclosure of embarrassing private facts in Jane Doe 464533 v ND (Jane Doe). The Court granted a default judgment with damages of $100,000 (CAD) against the defendant after considering the plaintiff’s claims for breach of confidence, intentional infliction of mental distress, and, most notably, invasion of ...

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Canadian Securities Administrators adopt Amendments to the Accredited Investor Exemption

By: Grant Duthie | Capital Markets | March 14, 2016

The Canadian Securities Administrators (the “CSA”) adopted a number of amendments to the accredited investor prospectus exemption (the “AI Exemption”) that became effective on May 5th, 2015. The CSA enacted these amendments to aid individual investors in determining whether they qualify as accredited investors, and to inform them of the risks associated with investing in the exempt market. To achieve this objective, portions of...

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Canadian Securities Administrators and Stock Exchanges adopt Amendments to the Rights Offering Exemption

By: Grant Duthie | Capital Markets | February 24, 2016

In a prospectus exempt rights offering (the “Rights Offering Exemption”), an issuer offers rights to subscribe for securities to its existing securityholders, which are each offered the opportunity to acquire additional securities of the issuer on a proportional basis to their existing shareholdings. The Rights Offering Exemption has long been one of the most underutilized prospectus exemptions, due to the lengthy time period associated with CSA regulatory review and the low dilution limit (issuers had been restricted from issuing more than 25% of their...

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