Stewart Muglich

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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SEC adopts rules for resource extraction issuers

The Securities and Exchange Commission (the “Commission”) recently announced it adopted final rules to require resource extraction issuers to disclose payments made to governments for the commercial development of oil, natural gas or minerals.

The rules require an …

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SEC adopts amendments to implement changes for Exchange Act registration requirements

Recently, the Securities and Exchange Commission (“SEC”) adopted final rules regarding the thresholds for registration, termination of registration and suspension of reporting under Section 12(g) of the Securities Exchange Act of 1934, as amended (“Exchange Act”).…

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New take-over bid regime

The Canadian Securities Administrators (the CSA) recently adopted amendments to the take-over bid regime (the Bid Amendments). Except in Ontario, provided all necessary approvals are obtained, the Bid Amendments and Early Warning Amendments will come into force on …

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New report of exempt distribution aims to reduce the compliance burden for issuers

The Canadian Securities Administrators (CSA) recently adopted a new harmonized report of exempt distribution (the New Report). Issuers that rely on certain prospectus exemptions to distribute securities are required to file a report of exempt distribution within …

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Environmental, social and governance issues – dealing with them is good business

Environmental, social and governance (ESG) issues have become very important issues in the investment world. Sustainability has been one of the more significant recent trends in global financial markets. It has taken the form of investors’ desire for …

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What to consider when buying and selling a business

Buying or selling a business can be a complex matter depending upon the nature of the business being acquired or sold and the structure being used to effect such a sale. Every such transaction is also unique and the considerations …

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New prospectus exemption when dealing with an investment dealer

British Columbia, Alberta, Saskatchewan, Manitoba and New Brunswick are each adopting a prospectus exemption that, subject to certain conditions, allows issuers listed on a Canadian exchange to raise money by distributing securities to investors who have obtained advice about the …

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