OSC Hot Topics in Continuous Disclosure: What SME Issuers Need to Know

22 01 2019

The Ontario Securities Commission (“OSC”) has posted the video presentation Hot Topics in Continuous Disclosure: What SME Issuers Need to Know to their website. This presentation covers a variety of continuous disclosure topics, including management’s discussion and analysis (“MDA”) issues, mergers and acquisitions matters (e.g., related party transactions), reducing regulatory burden initiatives affecting continuous disclosure, whistleblowing and more.

This presentation will be useful to you if you are a public company CFO, in-house or external legal counsel, an advisor to public companies or if you assist in preparing the financial statements and MD&A.

You can play the archived presentation HERE.





“POT” Stock Symbol Lottery

16 01 2019

While this bulletin will likely only pertain to the cannabis sector, it is the first time we’ve seen the lottery process for a stock symbol, so we wanted to share it for those who may be interested in applying for it. The “POT” stock symbol becomes available for reservation and usage on February 1, 2019, and due to significant interest in acquiring the symbol the TSX Venture Exchange, Toronto Stock Exchange, Canadian Securities Exchange, and the Aequitas NEO Exchange are working together to host a lottery to award the symbol to an issuer.

To participate in the lottery process, eligible participants must notify the Exchange upon which they are currently listed or seeking to be listed, of the intent to participate in the lottery process later than 5:00p.m. ET on January 29, 2019. There are no fees payable to participate in the lottery process.

You can find the Canadian Securities Exchange bulletin HERE, The TSXV Corporate Finance Bulletin HERE and the TSX Staff Notice HERE.





ASC Corporate Finance Disclosure and Oil & Gas Review Report Information Session

7 01 2019

The Alberta Securities Commission (ASC) will host a session in Calgary on Tuesday, February 5, 2019, which will highlight information from both the 2018 Corporate Finance Disclosure Report and the 2018 Oil and Gas Report among other relevant topics. For those unable to attend the sessions, you can participate via webcast. Further information and registration can be found HERE.

You can view the 2018 Corporate Finance Disclosure Report HERE.

You can view the 2018 Oil & Gas Report HERE.





CCGG 2018 Best Practices for Proxy Circular Disclosure

17 12 2018

The Canadian Coalition for Good Governance (“CCGG”) has published to their website the latest edition in their best practices series, 2018 Best Practices for Proxy Circular Disclosure. This document is updated and produced annually and is an essential tool for reporting issuers to reference when preparing their proxy circulars.

You can download a copy of the document HERE.





ASC 2018 Corporate Finance Review

17 12 2018

The Alberta Securities Commission (“ASC”) has posted to their website the 2018 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 and to provide useful and straightforward guidance that makes it easier for issuers to achieve good disclosure.

This year the areas which were identified to have disclosure deficiencies include forward-looking information, unbalanced and promotional disclosures, and the use of non-GAAP financial measures. The report includes examples that did and did not meet the ASC’s expectations.

You can download the report HERE.





BCSC Fee Increases

10 12 2018

The British Columbia Securities Commission (BCSC) has published amendments to its fee schedule. The fee that will affect many of our clients immediately will be the increased base fee for filing a report of exempt distribution. The base fee is increasing to $200.00 from the current $100.00.

Other fees that will increase will include prospectus fees, a variety of application fees (including certain cease trade revocation applications), and registration fees for dealers/advisors.

These fee increases are important to be aware of, and you can download and review the complete notice HERE. You can review the accompanying press release HERE.

The amendments will come into effect on December 30, 2018.





ISS and Glass Lewis 2019 Policy Guidelines for the Canadian Market

27 11 2018

The Laurel Hill Advisory Group has published their summaries of the Institutional Shareholder Services, Inc. (ISS) and Glass Lewis updates to their respective 2019 Policy Guidelines for the Canadian Market. It is critical for Canadian issuers to review and understand these updates as failure to comply with the new guidelines could result in ISS/Glass Lewis making AGAINST/WITHHOLD recommendations for resolutions and directors at the issuer’s next annual general meeting.

The ISS updates include:

  • Board Gender Diversity
  • Overboarding
  • Environmental and Social (E&S) Shareholder Proposal Policy

You can find an overview of the ISS updates and download the full report HERE.

The Glass Lewis updates include:

  • Board Gender Diversity
  • Environmental and Social Risk Oversight
  • Executive Compensation
  • Board Skills Matrix
  • Ratification of Auditor
  • Virtual-Only Meetings

You can find an overview of the Glass Lewis updates and download the full report HERE.