CSA Notice of Amendments to Disclosure by Venture Issuers

14 04 2015

The Canadian Securities Administrators has published CSA Notice of Amendments to National Instrument 51-102 Continuous Disclosure Obligations, National Instrument 41-101 General Prospectus Requirements and National Instrument 52-110 Audit Committees. The amendments address continuous disclosure and governance obligations as well as disclosure for prospectus offerings and are intended to make the disclosure requirements for venture issuers more suitable and manageable for issuers at their stage of development and include the following:

  • allow all venture issuers to meet interim management’s discussion and analysis requirements by preparing a brief “quarterly highlights” document;
  • allow venture issuers to use a new tailored form of executive compensation disclosure;
  • reduce the instances in which venture issuers will have to file business acquisition reports by increasing the significance threshold from 40 per cent to 100 per cent;
  • streamline prospectus disclosure requirements by reducing the number of years of company history and audited financial statements required in a venture issuer initial public offering prospectus from three to two years; and
  • strengthen corporate governance by requiring venture issuers to have an audit committee of at least three members, the majority of whom cannot be executive officers, employees or control persons of the venture issuer or of an affiliate of the venture issuer.

You can read the complete notice HERE. Provided all necessary ministerial approvals are obtained,  the amendments come into effect on June 30, 2015.


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