Canadian Securities Administrators today published for comment
revised proposals to tailor and streamline the
governance and disclosure requirements applying to venture issuers.
we discussed last year, the CSA originally published
regulatory proposals concerning venture issuers in July 2011.
According to the CSA, the version released today has been
revised to take into account comments received from stakeholders in
response to the earlier proposals.
As with the version released last year, today's proposal
would see the adoption of National Instrument 51-103 Ongoing
Governance and Disclosure Requirements for Venture Issuers to
replace, for venture issuers only, the continuous disclosure,
governance and other obligations currently found in various other
Among other things, the proposals would (i) consolidate the
required disclosure for a venture issuer's governance
practices, audited annual financial statements, associated
MD&A and CEO/CFO certifications into an annual report;
(ii) replace the interim MD&A requirements with a
requirement for a short discussion of the venture issuer's
operations and liquidity to accompany the 3, 6 and 9 month interim
financial reports; (iii) replace the requirement for business
acquisition reports in connection with acquisitions of significant
businesses with enhanced continuous disclosure reporting;
(iv) introduce substantive corporate governance requirements
relating to conflicts of interest, related party transactions and
insider trading; (v) tailor and streamlining director and
executive compensation disclosure; and (vi) allow for the delivery
of disclosure documents, such as annual reports and interim
reports on request in lieu of mandatory mailing.
Meanwhile, prospectus requirements applicable to venture issuers
would also be relaxed to, among other things, require that only two
years of audited financial statements be included in a long form
prospectus instead of three, and permit a venture issuer to
incorporate by reference the continuous disclosure documents
prepared under the national instrument when preparing a short form
prospectus, qualifying issuer offering memorandum or a
TSX-V short form offering document.
According to the CSA, the new instrument would
improve investors' access to key information by
tailoring disclosure requirements for venture issuers, eliminating
certain disclosure obligations that may be of less value and
requiring supplemental disclosure relevant to venture issuer
investors. The CSA is accepting comments on the revised
proposals until December 12, 2012.
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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