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.
In Ontario Securities Commission v. Tiffin, the Ontario Court of Justice clarified the limits of the definition of "securities" under s.1(1) of the Securities Act, as it relates to promissory notes. The defendant in the case was charged with trading in securities without being registered and while prohibited, and without filing a prospectus.
The OSC has issued a press release advising stakeholders that Ontario securities law may apply to any use of distributed ledger technologies, such as blockchain, as part of financial products or service offerings.
The use of electronic signatures is becoming increasingly commonplace in commercial transactions, as individuals and businesses capitalize on the administrative efficiency afforded by today’s digital world.
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