Business Law Blog

New Blanket Orders

The CSA have announced further temporary relief from certain regulatory filings:

• for non-investment fund issuers, a 45-day extension for periodic filings normally required to be made between June 2, 2020 and August 31, 2020; and

• for investment funds, a 60-day extension for periodic filings normally required to be made between June 2, 2020 and September 30, 2020,
  (the “New Blanket Orders”).

The New Blanket Orders are substantially the same as the relief previously announced by the CSA on March 19, 2020, which provided a 45-day extension for filings normally required to be made between March 23, 2020 and June 1, 2020 (the “Prior Blanket Orders”, and collectively with the New Blanket Orders, the "Blanket Orders"). See our earlier blog post for further details regarding the Prior Blanket Orders.

Issuers who have already relied on the Prior Blanket Orders to extend any deadline on or before June 1, 2020 cannot use the New Blanket Orders to further extend that deadline.

In order to rely on the extensions, non-investment fund issuers must issue a news release before the required filing deadline and comply with the conditions set out in the New Blanket Orders, which include disclosure of which filing requirements are being delayed, the expected filing date for the relevant documents and a statement that the issuer’s management and other insiders are subject to a trading black-out that, consistent with CSA expectations in respect of Failure-to-File Cease Trade Orders, endures throughout the applicable delay.

COVID-19 Continuous Disclosure Guidance

This additional relief follows a presentation published by the CSA earlier this month outlining considerations for discussing COVID-19 in the context of existing continuous disclosure requirements. The CSA emphasised, in particular:

• discussion in MD&A should include issuer-specific impacts of COVID-19 on an issuer’s operations, the impact on and trends or expectations with respect to liquidity, updates to or notification that forward-looking information is being updated or withdrawn, and issuer-specific risk factors, including specific steps taken to mitigate the risks;

• with respect to non-GAAP financial measures, the CSA advised that an adjustment should only be described as COVID-19 related if management explains how the adjustment amount is specifically associated with COVID-19. An adjustment should not be described as COVID-19-related if indicators of impairment existed prior to the pandemic; and

• while a material change report may not be required if COVID-19 has had an equal effect throughout an issuer’s industry, issuers should be aware of – and disclose if necessary –impacts of COVID-19, or resulting governmental or regulatory policies, that may be unique or more significant to them than to others in their industry.

The presentation, along with other recent guidance on MD&A, forward-looking information and non-GAAP measures in particular, imply that CSA scrutiny of these areas of continuous disclosure will continue. Issuers should bear in mind that while the Blanket Orders may extend the filing deadlines for certain documents, they do not exempt issuers from their timely disclosure obligations. This means that an issuer relying on the Blanket Orders may still be required to provide updated disclosure to address the impact of COVID-19, such as to address the matters discussed in the presentation from the CSA.

If you have any questions about the extension of the filing deadlines, please contact any member of our Corporate Finance & Securities Group.