As we discussed in February, the
TSX proposed various changes to its Company Manual earlier
this year. The TSX has now announced that it is
adopting the proposals, with non-material revisions, and that the
OSC has provided its approval.
Changes effective July 29 include the creation of a new
subcategory of minimum listing requirements for oil & gas
development stage companies. Requirements under this new category
include having contingent resources of $500 million and a minimum
market value of the issued securities to be listed of $200 million.
Effective on the same date, the TSX removed the
requirement that a rights offering be unconditional.
Effective August 29, meanwhile, amendments have been made
to three sections of the Company Manual to require aggregation of
transactions over a six-month period for the purposes of
determining whether certain prescribed thresholds have been
met. The new six-month aggregation applies for the purposes of
calculating whether consideration to be received by insiders or
other related parties exceeds 2% or 10% of the market
capitalization under s. 501 (relating to transactions involving
insiders or related parties which to do not involve the issuance of
securities but materially affect control of the issuer), and the
10% limit for consideration received by insiders in connection with
a private placement under s. 604 or securities issuable to insiders
in connection with an acquisition under s. 611.
Amendments have also been made to clarify that the 2% that
applies to the exemption from securityholder approval for
compensation arrangements that are used as employment inducements
is to be calculated over a twelve month period.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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Under the Income Tax Act, the Employment Insurance Act, and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions or GST.
Under the Income Tax Act, the Employment Insurance Act, the Canada Pension Plan Act and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions.
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