As part of their oversight responsibilities, the Canadian Securities Administrators (the “CSA”) undertake an ongoing review of the continuous disclosure practices of Canadian issuers. The latest results of this review (which are now released on a biannual basis) have been released by the CSA under Staff Notice 51-355 (the “Staff Notice”). The CSA reviewed ...
As blockchain technology continues to develop, and its role in fundraising initiatives by technology companies increases, the Canadian Securities Administrators (the "CSA") have issued guidance on the application of securities laws to offerings of blockchain-based tokens ("Tokens"), including a subset of Tokens referred to as "utility tokens". In Staff Notice ...
After a long journey through the legislative process, Bill C-25, which amends the Canada Business Corporations Act (CBCA), together with the Canada Cooperatives Act and the Canada Not-for-profit Corporations Act, received Royal Assent on May 1, 2018. The amendments to the CBCA, once in force, will affect federally incorporated companies in three main areas: director ...
Following some controversy arising from the use of “soliciting dealer arrangements” in recent proxy contests, the Canadian Securities Administrators (the “CSA”) have released a staff notice and request for comment (the “Staff Notice”) seeking a range of general information from market participants about their prevalence and use, as well as the ...
Canada’s takeover bid regime was overhauled in 2016, with the intention of rebalancing the dynamics among offerors, target boards, and target shareholders (the “New Takeover Regime”). The New Takeover Regime comprises three key elements:
- bids must remain open for a minimum of 105 days (unless the target board reduces the period - to a minimum of 35 days - or enters ...
Over the past several years, a debate has sometimes simmered, sometimes raged around the question of whether so-called “activist investors” are on the whole good for companies, their stakeholders and the economy as a whole. Underlying that debate - and the accusations that are inevitably hurled about short-termism, value extraction and board insulation - is a deeper ...
The Ontario Securities Commission (the “OSC”) launched OSC Policy 15-601 – Whistleblower Program (the “Policy”) in July 2016, creating a “whistleblower” regime that seeks to encourage individuals and companies to report serious violations of securities laws or other securities-related misconduct to the OSC. The Policy, which was accompanied by ...
Institutional Shareholder Services (“ISS”) has published its 2018 updates to its proxy voting guidelines for Canadian public companies. As it had indicated earlier this fall in the summary of its 2018 Global Policy Survey, ISS has implemented a gender diversity policy, to be phased in for certain issuers starting in the 2018 proxy season, and a revised ...
The Toronto Stock Exchange (the "TSX") has recently adopted final amendments to Parts IV and VI of the TSX Company Manual, following an initial proposal in 2016, that provide for new website disclosure requirements for certain TSX listed issuers and additional disclosure requirements relating to security based compensation arrangements (the "Plans"). The TSX has also ...
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