Stewart Muglich

Proposed amendments to National Instrument 45-102 Resale of Securities (NI 45-102)

The Canadian Securities Administrators (CSA) recently published for comment proposed amendments to National Instrument 45-102 Resale of Securities (NI 45-102) that would introduce a new prospectus exemption for the resale of securities of a foreign issuer.

Proposed Exemptions

The proposed exemption …

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Foreign Private Issuers soon required to submit financial data in XBRL

On January 30, 2009, the Securities and Exchange Commission (“Commission”) adopted rules to require domestic public companies and foreign private issuers that prepare their financial statements in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), …

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Stricter enforcement from the regulators

The Canadian Securities Administrators (the “CSA”) recently released their 2016 Enforcement Report (the “Report”) which highlights actions taken by the CSA across Canada.  The Report was summarized by the Chair of the CSA as follows:

The …

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Confidentiality agreements and whistleblower compliance

Staff in the Office of Compliance Inspections and Examinations (the “Staff”) recently issued a Risk Alert[1] (the “Risk Alert”) regarding compliance with key whistleblower provisions arising out of the Dodd-Frank Wall Street Reform and Consumer

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SEC amends Rules 147 and 504 under the Securities Act

The U.S. Securities and Exchange Commission (the “SEC”) recently adopted final rules that are intended to modernize how companies can raise money to fund their businesses through intrastate (Rules 147 and 147A) and small offerings (Rule 504) while maintaining investor protections.…

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Bill C-25 proposes amendments to the Canada Business Corporations Act

Last week, Bill C-25 was introduced which would amend the Canada Business Corporations Act (the “CBCA”) to, among other things, make “majority voting” mandatory for all “distributing corporations” and would require prescribed disclosure on diversity for “prescribed corporations”. …

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Cyber security

Cyber security has been identified as a priority area in the Canadian Securities Administrators (“CSA”) 2016‑2019 Business Plan as well as by some CSA members. Accordingly, the CSA is working to promote cyber security awareness and resilience. More …

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OSC Proposes Rule for Distributions Outside of Canada

The Ontario Securities Commission (the “OSC”) has published for comment Proposed OSC Rule 72‑503 – Distributions Outside of Canada and its related companion policy (the “Proposed Rule”).  The OSC has requested comment on the Proposed Rule by …

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Improving your continuous disclosure

Recently, the Canadian Securities Administrators (the “CSA”) released the results of their Continuous Disclosure Review Program Activities for the Fiscal Year that ended March 31, 2016[1]. The goal of the program is to improve the completeness, …

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Do I need a shareholders’ agreement?

A shareholders’ agreement is strongly recommended for privately held companies where there is more than one shareholder. The following sets out certain issues to consider when determining whether a shareholders’ agreement is needed. The issues set out below are in no …

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