The CSA yesterday issued a new version of CSA Staff Notice 12-307,
which sets out guidance on coordinated review applications made
under NP 11-203 for a decision that an issuer is not a
reporting issuer. The notice covers such topics
as: (i) applying for a decision under a simplified
procedure; (ii) applying for a decision where an issuer
is not eligible to use a simplified procedure;
(iii) describing the decision sought in an application in
a way that addresses legislative differences between jurisdictions;
(iv) applying for a decision in the case of foreign issuers
with a small securityholder presence in Canada; and (v) the
procedure for dissolved issuers.
Notably, the amended notice now clarifies that the simplified
procedure for coordinated review applications is
only available to issuers whose securities, including debt
securities, are not traded on a marketplace in Canada or in
another country and expands the restriction to include any other
facility for bringing together buyers and sellers of securities
where trading data is publicly reported. Meanwhile, the notice
now also states that the simplified procedure and the modified
approach are not available to "OTC reporting
issuers", as defined in Multilateral Instrument 51-105 Issuers Quoted
in the U.S. Over-the-Counter Markets (and
as discussed in our June post).
Further, the notice reminds issuers that a decision
obtained under a coordinated review applications is only applicable
for the purposes of securities legislation. Depending on the
jurisdiction, an issuer may also have to make a separate
application under the business corporations legislation under which
it was incorporated, continued or amalgamated for an order that it
is no longer a public company.
As a construction company that actively bids and works on larger infrastructure projects, you will likely be required to provide a signed certification in response to future Requests for Qualifications.
On November 14, 2016, the Securities and Exchange Commission ("SEC") announced an award of more than $20 million to a whistleblower who promptly provided the regulator with valuable information that allowed the SEC to commence an enforcement action against the wrongdoers before they could squander the money.
In the recent decision, 3716724 Canada Inc. v Carleton Condominium Corporation No. 375, the Ontario Court of Appeal found that the "business judgment rule" applies to decisions of boards of condominium corporations.
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).