ASC Corporate Finance Disclosure Information Sessions

14 12 2016

The Alberta Securities Commission (“ASC”) will host a webinar on Tuesday, January, 11, 2017 which will highlight the following topics from the Corporate Finance Disclosure Report:

  • observations outlined in the ASC’s 2016 Corporate Finance Disclosure Report;
  • areas Corporate Finance focused on in 2016 and highlights of continued focus for 2017; and
  • policy and project updates from their legal team.

The cost of the webinar is $25 per person and registration information for all sessions can be found HERE.

There will also be in person sessions in Calgary on January 11th and in Edmonton on January 12th and the cost to attend is $50.00.

You can view the Corporate Finance Disclosure Report HERE.





ASC 2016 Corporate Finance Review

1 12 2016

The Alberta Securities Commission (“ASC”) has posted to their website the 2016 Corporate Finance Disclosure Report. The purpose of this report is to provide market participants with the ASC’s comments on the quality of continuous disclosure of Alberta reporting issuers for the 2016 year with the objective of improving the quality of future continuous disclosure.

You can view the report HERE.





CCGG 2016 Best Practices for Proxy Circular Disclosure

20 10 2016

The Canadian Coalition for Good Governance (“CCGG”) has published to their website the latest edition in their best practices series, 2016 Best Practices for Proxy Circular Disclosure.

You can find a copy of the document HERE.





CSA Revised Guidance for Preparing and Filing Reports of Exempt Distribution

29 09 2016

The Canadian Securities Administrations (“CSA”) has published CSA Staff Notice 45-308 (Revised)Guidance for Preparing and Filing Reports of Exempt Distribution under National Instrument 45-106 Prospectus Exemptions which updates the previous notice published on April 7, 2016.

This revised notice includes:

  • clarification regarding the certification of the report,
  • guidance on the reasonable steps the underwriter filing the report should undertake to obtain and confirm the required information regarding the issuer,
  • guidance on the procedures that an issuer or underwriter could implement in order to reasonably confirm that a purchaser meets the conditions for a particular exemption,
  • guidance on the increased flexibility for completing Schedule 1 for purchasers in certain circumstances who may qualify under more than one paragraph of the definition of “accredited investor”, and
  • guidance on disclosure of an issuer’s North American Industry Classification Standard (NAICS) code that corresponds to the issuer’s primary business activity where there is ambiguity on the appropriate code.

You can read the complete notice HERE.





ASC Proposes Amendments to Disclosure Requirements Regarding the Representation of Women on Boards and in Senior Management

15 09 2016

The Alberta Securities Commission (“ASC”) has published for comment proposed amendments to National Instrument 58-101 Disclosure of Corporate Governance Practices and Form 58-101F1 Corporate Governance Disclosure. The proposed amendments would require non-venture reporting issuers in Alberta to provide annual disclosure of the following items in their proxy circular or annual information form:

  • policies regarding the representation of women on the board, if any;
  • whether the board or its nominating committee considers the representation of women in the director identification and selection process;
  • whether the issuer considers the representation of women in executive officer positions when making executive officer appointments;
  • targets regarding the representation of women on the board and in executive officer positions, if any have been set by the issuer
  • the number of women on the board and in executive officer positions; and
  • director term limits or other mechanisms of board renewal.

A copy of the proposed amendments can be found HERE. The comment period is open until October 14, 2016.





CSA Continuous Disclosure Review Program for the Fiscal Year Ended March 31, 2016

18 07 2016

The Canadian Securities Administrators (“CSA”) has issued CSA Staff Notice 51-346 Continuous Disclosure Review Program Activities for the fiscal year ended March 31, 2016. This notice summarizes the results of the continuous disclosure review program of reporting issuers (other than investment funds) and highlights certain elements to assist issuers with their accounting and continuous disclosure requirements as applicable to financial statements, the management’s discussion and analysis and other regulatory deficiencies. Some of the issues discussed in this review are:

Financial Statement Deficiencies

  1. Market Risk-Sensitivity Analysis
  2. Contingent Consideration in Business Combinations
  3. Goodwill and Intangible Assets Recognized in Business Combinations
  4. Functional Currency
  5. Operating Segments

Management’s Discussion and Analysis Deficiencies

  1. Liquidity and Capital Resources
  2. Forward Looking Information/Non-GAAP Measures
  3. Overall Performance (Discussion of Operation Segments)
  4. Investment Entities

Other Regulatory Disclosure Deficiencies

  1. Material Contracts
  2. Audit Committee Composition – Venture Issuers
  3. Management Information Circular
  4. Annual Information Form

You can find the complete notice HERE.

 

 





ASC Adopts New Fee Rule

2 06 2016

The Alberta Securities Commission (“ASC”) announced that it has adopted ASC Rule 13-501 Fees (the “Rule”) which will replace the ASC’s current fee schedule. The Rule establishes a new participation fee model for reporting issuers (other than investment funds) that alters the method used to calculate fees for certain filings and eliminates fees based on proceeds from public and exempt distributions for these issuers. The Rule also establishes a new participation fee model and recognition fees for specified regulated entities, such as exchanges, quotation and trading reporting systems and clearing agencies.

Subject to Ministerial approval, the Rule is scheduled to come into force December 1, 2016

You can find the news release HERE and the complete Rule HERE.