The Canadian Securities
Administrators yesterday published proposed amendments to disclosure
rules intended to tailor and streamline the disclosure
required of venture issuers. According to the CSA, the proposed
amendments are designed to focus venture issuers'
disclosure on information that reflects the expectations
of venture issuer investors, while eliminating disclosure
of less value.
To that end the proposal would, among other
things (i) allow the MD&A requirement for
interim financial periods to be satisfied through the filing of a
streamlined "quarterly highlights" report where a
venture issuer lacks significant revenue; (ii) implement
a tailored form of executive compensation disclosure for venture
issuers that would reduce the number of individuals for whom
disclosure would be required to a maximum of three and reduce the
number of years of disclosure to two; (iii) decrease the
circumstances under which a venture issuer would have to
file a business acquisition report by increasing the asset and
investment test thresholds under which an acquisition would be
considered "significant" from 40% to 100%; and
(iv) reduce to two years the number of years of audited
financial statements required in an initial public offering
prospectus for an issuer seeking to become a venture issuer. With
respect to certain of the proposals, issuers would be able to
choose to comply with the existing requirements applicable to all
reporting issuers or to comply with the new venture-specific
As we've previously discussed, the CSA's
earlier proposal to create a comprehensive regulatory
regime for venture issuers, which would have consisted of a
stand-alone rule and included corporate governance
requirements, was shelved in 2013. While the
CSA have retained some of the disclosure-related elements of
the previous proposals, the amendments proposed today are intended
to make targeted changes to existing rules.
The CSA are accepting comments on the proposal until August
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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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