Canada: Capital Markets Report - January 2015

Covering the period December 1-31, 2014

FROM THE REGULATORS

News and Notices

IIROC Releases Guidance Note on Underwriter Due Diligence

By: Michael Brown, Chad Accursi and Greg Hogan

On December 18, 2014, the Investment Industry Regulatory Organization of Canada ("IIROC") issued a guidance note to its dealer members ("Dealer Members") respecting underwriting due diligence in connection with public offerings. A draft of the guidance note had previously been published for comment in March, 2014.

The guidance note is intended to promote more consistent and enhanced underwriting due diligence standards and to assist Dealer Members to more effectively perform their role as gatekeepers to capital markets and to ensure the protection of the investing public. The guidance note sets out a number of key principles and guidance with respect to those principles, including: policies and procedures for underwriting due diligence, due diligence Q&A sessions, reliance on experts and third parties, record-keeping, the role of supervision and more.

A more comprehensive article on this topic was published here on January 19, 2014.

Cooperative Capital Markets Regulatory System: Update on Draft Initial Regulations

By: Justin Dick, Jessica Lee and Kyle Simpson

The Cooperative Capital Markets Regulatory System is an initiative by the governments of British Columbia, New Brunswick, Ontario, Prince Edward Island, and Saskatchewan (collectively, the "Participating Provinces"), along with the government of Canada, to create the Capital Markets Regulatory Authority (the "CMRA"), a national securities regulator.

On December 5, 2014, it was announced that the Participating Provinces have made significant progress toward preparing draft initial regulations ("Draft Initial Regulations") for adoption under the proposed draft uniform provincial capital markets legislation (the "Capital Markets Act").

In an effort to maintain continuity and minimize disruption for market participants, the Draft Initial Regulations will be based on the rules of the Participating Provinces, including the existing national and multilateral instruments. It is intended that any differences will only be those necessary to conform to the Capital Markets Act and to remove variations in requirements among the jurisdictions. The Draft Initial Regulations are not expected to include regulations under the proposed draft uniform federal capital markets legislation (the "Capital Markets Stability Act"). If any regulations under the Capital Markets Stability Act are developed before the CMRA becomes operational, they will be published separately for comment.

The Draft Initial Regulations are expected to be published for comment in early spring 2015.

Regulators Introduce Amendments to Oil and Gas Disclosure

By: Justin Dick, Jessica Lee and Kyle Simpson

On December 4, 2014, the Canadian Securities Administrators introduced amendments to National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities ("NI 51-101") and related forms, aimed at improving and clarifying the disclosure of reporting issuers in the oil and gas industry. The amendments seek to:

  • promote improved disclosure of resources other than reserves;
  • provide increased flexibility for oil and gas issuers that operate and report in different jurisdictions or recover product types not previously recognized by NI 51-101; and
  • align NI 51-101 with the amended Canadian Oil and Gas Evaluation Handbook (the "COGE Handbook").

While NI 51-101 requires reporting issuers to adhere to the latest requirements established in the COGE Handbook, compliance with the amendments will not be required until July 1, 2015, when they come into effect. The delayed effective date has been implemented to provide sufficient time for the industry to become familiar with the amendments and recent changes to the COGE Handbook, the latter of which includes the publication of guidelines for the estimation and classification of resources other than reserves.

Revised versions of Companion Policy 51-101 Standards of Disclosure for Oil and Gas Activities, CSA Staff Notice 51-324 Revised Glossary to NI 51-101 Standards of Disclosure for Oil and Gas Activities, and CSA Staff Notice 51-327 Revised Guidance on Oil and Gas Disclosure have also been published.

FROM THE COURTS

Contract Law: High Tower Homes Corporation v. Stevens 2014 ONCA 911

By: Greg Hogan

Ontario Court of Appeal states that the ability to imply terms into a contract with an entire agreement clause is limited; prior caselaw on implied terms revisited in lighted of Bhasin; importance of not ignoring "boilerplate."

The short facts of this case were that a vendor of a property mistakenly signed an agreement that permitted the purchaser to acquire a property below market value. The purchaser attempted to waive a condition to the contract by giving written notice to the vendor. Absent this waiver before a specified date, the contract would come to an end and the vendor would not have to sell the property to the purchaser. The section of the contract dealing with notice provided for personal service or notice by hand delivery, fax or email to specified "addresses," none of which were explicitly provided in the contract. The written notice was not made personally and as no other "addresses" were provided in the contract, no other attempts to serve notice of the waiver were found by the motions judge to be effective. The agreement contained an entire agreement clause that stated that there was no "representation, warranty, collateral agreement or condition, which affects this Agreement other than as expressed herein." The motion judge found that the entire agreement clause precluded the implication of an implied term as to notice. As such, the vendor was able to avoid selling the property at a lower price than was anticipated.

On appeal, among the arguments made by the purchaser were that, in order to give business efficacy to the agreement, there ought to be implied into the agreement a term that notice waiving the conditions in favour of the purchaser could be given by fax to the vendor's solicitor and by hand delivery to one of the properties. They also argued that the decision in CivicLife.com Inc. v. Canada (Attorney General) (2006), 215 O.A.C. 43, does not preclude the implication of a term even if there is an entire agreement clause. That decision has been cited as support for not letting an entire agreement clause operate where it would be unjust or inequitable to do so, including where contact power has been exercised abusively. The Court in this case thought that CivicLife.com was about whether a contract included a duty of good faith performance and, when they concluded it did, it used an implied term to achieve that In light of the recent Bhasin case on good faith, CivicLife.com was seen as being "about the importance of acting in good faith in contractual dealings, not about a general ability to imply terms – whatever their nature – notwithstanding an entire agreement clause." The Court then declined to imply a term noting:

As Cory J.A. (as he then was) held in G. Ford Homes Ltd. v. Draft Masonry (York) Co. (1983), 43 O.R. (2d) 401 (C.A.), at p. 403: "no term will be implied that is inconsistent with the contract." As mentioned above, the Agreement expressly provided a way in which the Vendor could be served: personally. There was no indication that the Vendor was evading personal service of the notice, and the Purchaser made no effort to serve the Vendor personally. To imply other terms in relation to notice would run contrary to the express notice provisions in the Agreement. The device of implying contractual terms is to be used sparingly and with caution: John D. McCamus, The Law of Contracts, 2nd ed. (Toronto: Irwin Law, 2012) at p. 774. Finally, I agree with the Vendor that implying the terms sought by the Purchaser is not necessary to give business efficacy to the Agreement. Therefore, these terms should not be implied as a matter of presumed intention.

The result here emphasizes the limited ability to use claims of business efficacy or injustice or inequity to imply terms into a contract. It is also about the importance of focusing on the boilerplate – in this case actually including the relevant addresses in a notice section, understanding the notice provision and then actually complying with the terms of that notice provision, rather than hoping that close enough will be sufficient or that "business efficacy" will allow for something other than strict compliance.

CBB KNOWLEDGE CENTRE

Tips and guidelines to assist our clients in understanding the law and becoming better drafters.

Legaleasy

Capital Pool Company

By: Samantha Prest and Zohar Barzilai

A "capital pool company" ("CPC") is a new shell company trading on the TSX Venture Exchange ("TSX-V") that has no commercial operations and no assets except for cash. The purpose of a capital pool company is to find and acquire an active business. A CPC uses its cash holdings to evaluate promising businesses or assets that it would then acquire in a qualifying transaction, which has to be completed within 24 months of listing. The completion of the qualifying transaction would enable the CPC to list as a standard Tier 1 or Tier 2 issuer on the TSX-V. If a CPC cannot complete its qualifying transaction within the prescribed time limit of 24 months of listing may be at risk of a trading suspension or delisting from the TSX-V.

To create a CPC, a minimum of three individuals with an appropriate combination of business and public company experience must put up a minimum of the greater of $100,000 and 5% of total funds raised and each must subscribe for shares at a minimum price per share between the greater of $0.05 and 50% of the price at which subsequent shares are to be sold via prospectus. In order to take the CPC public, there must be a minimum of 200 shareholders, with each buying no more than 2% of the shares offered in the initial public offering.

A CPC trading on the TSX-V can be identified by the ".P" added to its trading symbol.

Disclosure Tip of the Month

National Instrument 43-101: Part 4 – What Issuers Need to Know About Economic Analysis

By: Greg Hogan and Alexander Pizale

This is the fourth instalment in our periodic series on National Instrument 43-101.

Completing an economic analysis on the viability of mineral reserves and mineral resources is very important to exploration, development and producing issuers. Economic analysis is the key driver in determining how to best proceed with a project and an important tool for financing a project. Economic analysis is performed with varying degrees of confidence depending on the stage of the project.

A "preliminary economic assessment" or "PEA" is typically the first stage of economic analysis and the accuracy level is the lowest. National Instrument 43-101 defines a PEA as "a study, other than a pre-feasibility study or feasibility study, which includes an economic analysis of the potential viability of mineral resources." As a result, many simple disclosures of economic analyses not from a pre-feasibility study or feasibility study are considered by regulators to be PEAs.

To view the entire article, click here.

PUBLIC COMPANY ACTIVITY

Information and intelligence about what public companies are doing in the market.

Public Offerings - Launched December 1-31, 2014

Equity Offerings

Initial Public Offerings

Company Industry Securities Offered Gross Proceeds Lead Agent/Underwriter
NYX Gaming Group Limited Gaming 5,715,000 Common Shares by way of Initial Public Offering and an aggregate of 7,143,000 Common Shares by way of Secondary Offering Aggregate gross proceeds of $45,000,000 Canaccord Genuity Corp.
Artemis Floating & Variable Rate Preferred Fund Financial services - financial management companies Class A Units and Class U Units Minimum Offering: $20,000,000.00
Maximum Offering: TBD
TD Securities Inc., RBC Dominion Securities Inc. and Scotia Capital Inc.
Brompton 2015 Flow-Through Limited Partnership Financial services - investment companies and funds 1,400,000 Limited Partnership Units Maximum Offering: $35,000,000 RBC Dominion Securities Inc., CIBC World Markets Inc. and TD Securities Inc.
Brompton Oil Split Corp. Financial services - investment companies and funds Preferred Shares and Class A Shares Minimum Offering: $35,000,000
Maximum Offering: TBD
Scotia Capital Inc., CIBC World Markets Inc. and RBC Dominion Securities Inc.
Canoe 2015 Flow-Through LP - CDE Units Financial services - investment companies and funds CDE and CEE Limited Partnership Units Maximum Offering: $60,000,000 Scotia Capital Inc., CIBC World Markets Inc. and RBC Dominion Securities Inc.
Global Water Solutions Fund Financial services - investment companies and funds Class A Units and Class F Units Minimum Offering: $20,000,000 BMO Nesbitt Burns Inc., CIBC World Markets Inc. and Scotia Capital Inc.
Investment Grade Infrastructure Bond Fund Financial services - investment companies and funds Units Minimum Offering: $20,000,000 CIBC World Markets Inc. and RBC Dominion Securities Inc.
Maple Leaf Short Duration 2015 Flow-Through Limited Partnership - National Class Finance company 400,000 National Class Units and 600,000 Québec Class Units Minimum Offering: $5,000,000
National Class Maximum Offering: $10,000,000
Québec Class Maximum Offering: $15,000,000
Scotia Capital Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc. and National Bank Financial Inc.
MRF 2015 Resource Limited Partnership - CDE Units Financial services – investment companies and funds CEE Units and CDE Limited Partnership Units Minimum Offering: $5,000,000
CEE Units Maximum Offering: $75,000,000
CDE Units Maximum Offering: $25,000,000
CIBC World Markets Inc., RBC Dominion Securities Inc. and Scotia Capital Inc.
NCE Diversified Flow-Through (15) Limited Partnership Financial services - financial management companies Minimum of 200,000 and a maximum of 2,000,000 Limited Partnership Units Minimum Offering: $5,000,000
Maximum Offering: $50,000,000
CIBC World Markets Inc., RBC Dominion Securities Inc. and National Bank Financial Inc.
Norrep Short Duration 2015 Flow-Through Limited Partnership Financial services - investment companies and funds Minimum of 500,000 and a maximum of 7,500,000 Limited Partnership Units Minimum Offering: $5,000,000
Maximum Offering: $75,000,000
BMO Nesbitt Burns Inc.
Sprott 2015 Flow-Through Limited Partnership - CDE Units Financial services - financial management companies Maximum of 2,000,000 CEE Units and a maximum of 800,000 CDE Units Minimum Offering: $5,000,000
CEE Units Maximum Offering: $50,000,000
CDE Units Maximum Offering: $20,000,000
RBC Dominion Securities Inc., CIBC World Markets Inc., Scotia Capital Inc. and TD Securities Inc.
U.S. Financials Income Fund Financial services - investment companies and funds Class A Units and Class U Units Minimum Offering: $20,000,000
Maximum Offering: TBD
Scotia Capital Inc. and RBC Dominion Securities Inc.
CPC RG One Corp. Capital pool company Minimum of 3,600,000 Common Shares and a maximum of 10,000,000 Common Shares Minimum Offering:$360,000
Maximum Offering: $1,000,000
M Partners Inc.
Dominion General Investment Corporation Capital pool company Minimum of 500,000 Common Shares and a maximum of 4,750,000 Common Shares Minimum Offering: $500,000
Maximum Offering: $4,750,000
Hampton Securities Limited
LL Capital Corp. Capital pool company Minimum of 2,000,000 Common Shares and a maximum of 3,000,000 Common Shares Minimum Offering: $200,000
Maximum Offering: $300,000
Richardson GMP Limited
Vier Capital Corp. Capital pool company 3,500,000 Common Shares $350,000 PI Financial Corp.

Bought Deals

Company Industry Securities Offered Gross Proceeds Lead Agent/Underwriter
Financial 15 Split Corp. Financial services - investment companies and funds 1,939,000 Preferred Shares and 1,939,000 Class A Shares $38,295,250 National Bank Financial Inc., CIBC World Markets Inc. and RBC Dominion Securities Inc.
Platinum Group Metals Ltd. Metals and minerals - mining 207,600,000 Common Shares USD$110,028,000 BMO Nesbitt Burns Inc. and GMP Securities L.P.
Blackbird Energy Inc. Oil and gas - oil and gas producers 110,345,241 Common Shares issuable on exercise of 110,345,241 outstanding Special Warrants $32,000,120 National Bank Financial Inc., Raymond James Ltd., Haywood Securities Inc., TD Securities Inc., Cormark Securities Inc. and Jennings Capital Inc. (now Mackie Research Capital Corporation)
Boralex Inc. Renewable resources - wind power 8,430,000 Class A Common Shares $110,011,500 National Bank Financial Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc., Desjardins Securities Inc., TD Securities Inc. and Cormark Securities Inc.
Knight Therapeutics Inc. Consumer products – biotechnology / pharmaceuticals 12,882,800 Common Shares $86,958,900 GMP Securities L.P.
Liquor Stores N.A. Ltd. Merchandising - speciality stores 3,415,000 Common Shares $50,029,750 Scotia Capital Inc. and CIBC World Markets Inc.
Summit Industrial Income REIT Real estate 5,130,000 Units $30,010,500 BMO Nesbitt Burns Inc.
Toro Oil & Gas Ltd. (formerly Kallisto Energy Corp.) Junior natural resource - oil and gas 15,000,000 Common Shares $15,000,000 Macquarie Capital Markets Canada Ltd.
Husky Energy Inc. Oil and gas - integrated oils 10,000,000 cumulative redeemable rate reset Preferred Shares, Series 3 $250,000,000 Scotia Capital Inc. and TD Securities Inc.
True North Commercial Real Estate Investment Trust Real estate 4,440,000 Trust Units $27,306,000 CIBC World Markets Inc. and Raymond James Ltd.

Marketed Deals

Company Industry Securities Offered Gross Proceeds Lead Agent/Underwriter
Inovent Capital Inc. Other – capital pool company Common Shares $50,000,000 AltaCorp Capital Inc. and Euro Pacific Canada Inc.
Aequus Pharmaceuticals Inc. Consumer products - biotechnology/pharmaceuticals 7,618,780 Qualified Units, each Qualified Unit consisting of one Common Share and one-half of one Common Share Purchase Warrant $4,190,329 Cormark Securities Inc. and Clarus Securities Inc.
Faircourt Split Trust Financial services - investment companies and funds Up to 2,095,250 6.00% Preferred Securities and up to 595,250 Units $4,047,700 National Bank Financial Inc. and CIBC World Markets Inc.
Fédération des caisses Desjardins du Québec Financial services - banks and trusts 100,000,000 Class F Capital Shares Up to $1,000,000,000 Desjardins Financial Services Firm Inc.
Mosaic Capital Corporation Other – investment company 347,100 Units, each Unit consisting of two Preferred Shares and one Common Share $11,801,400 Clarus Securities Inc., Canaccord Genuity Corp. and Raymond James Ltd.

Debt Offerings

Bought Deals

Company Industry Securities Offered Gross Proceeds Lead Agent/Underwriter
GuestLogix Inc. Industrial products - technology - software 20,000,000 Subscription Receipts, each representing the right to receive one Common Share and 7.00% Extendible Convertible Unsecured Subordinated Debentures $39,000,000 National Bank Financial Inc.

Debt Offerings

Marketed Deals

Company Industry Securities Offered Gross Proceeds Lead Agent/Underwriter
IBI Group Inc. Other – architecture, planning, engineering and technology $3,551,440 principal amount 7.0% Unsecured Subordinated Notes in connection with the amendment of Convertible Debentures $3,551,440 N/A
AltaLink, L.P. Utilities - gas/electrical utilities Series 2014-3 Medium-Term Notes (Secured) $295,000,000.00 Scotia Capital Inc., RBC Dominion Securities Inc., BMO Nesbitt Burns Inc., National Bank Financial Inc., TD Securities Inc. and Casgrain & Company Limited
Cominar Real Estate Investment Trust Real estate $200 million principal amount of 4.25% Series 8 Debentures due December 8, 2021 (Senior Unsecured) 19, 2024 $200,000,000 National Bank Financial Inc. and BMO Nesbitt Burns Inc.

Rights Offerings

Rights Offerings

Company Industry Securities Offered Gross Proceeds Lead Agent/Underwriter
Hanwei Energy Services Corp. Industrial products - fabricating and engineering Rights to subscribe for Common Shares TBD N/A

Risk Factor of the Month

Our focus on risk factors is intended to highlight the ways in which issuers are discussing specific material risks to their business rather than relying on market standards or boilerplate.

Shake Shack Inc., preliminary long form prospectus (IPO) dated December 29, 2014 filed in the U.S.

By: Myroslav Chwaluk and Chad Aboud

Our international licensed Shacks import most of our proprietary and other core ingredients from the United States and the European Union. If this international supply chain is interrupted, our international licensed operations could encounter supply shortages and incur higher costs.

Our international licensed Shacks import most of our proprietary ingredients from the United States and the European Union (the "EU"). For example, our proprietary blend of beef patties and/or raw materials for beef patties originate from the United States and the EU as well as Australia. In addition, our potato buns are exclusively from the United States, and other key items such as crinkle-cut fries and American cheese originate within the United States or the EU. While we have established secondary supply solutions for some of these ingredients, we have not acquired secondary supplies for all of them.

Due to the long lead time and general volatility in the supply chain, the third party logistic providers for our international licensed Shacks in the Middle East carry one to three months of inventory to allow for delays or interruptions in the supply chain. Specifically, we have had past and ongoing issues in ensuring that timely and adequate supplies reach our Middle East Shacks. In the Middle East, our licensee, Alshaya Trading Company W.L.L. ("Alshaya"), delegates the supply function to its third party logistics providers in each country in which Alshaya operates, with which we have limited and restricted communication, preventing us from exercising control or instruction over such entities. As a result, in the Middle East, Alshaya has a limited ability to achieve economies of scale and minimize production and freight costs.

The recent sanctions enacted by the Russian Federation on many imported ingredients from the United States, the EU and Australia have affected our licensee in Russia's ability to import such ingredients to our Russian Shack. As a result of the changing and uncertain nature of such sanctions, while our licensee in Russia has identified a back-up supplier, we are unable to guarantee that the licensee will be able to import our proprietary ingredients to supply this Shack. We have given our licensee in Russia approval to utilize alternative ingredients not affected by the sanctions, but there is a risk that these substitute ingredients may be inferior in taste and quality or come from suppliers that have not been vetted for food safety and quality assurance.

Our U.K. Shack faces challenges in obtaining potato buns and custard, which originate from our U.S. suppliers. While these ingredients have no trade restrictions, they must be shipped from the United States, which poses an ongoing risk of delay in supply deliveries.

Our Turkish Shacks currently import many key ingredients from both the EU and the United States. As is common in many developing markets, regulations are always subject to change which could potentially give rise to import risks should current importation legislation change. We are currently working on local Turkish alternatives to alleviate these risks in the future.

If our international licensed Shacks are unable to obtain our proprietary ingredients in the necessary amounts in a timely fashion as a result of logistics issues, sanctions or other challenges, it could harm its business and adversely affect the licensing fees we receive from Alshaya, adversely impacting our business and results of operations.

WHAT WE'VE BEEN UP TO

Recent Transactions

We acted for TMAC Resources Inc. in its private placements of flow-through common shares and common shares for gross proceeds of approximately $44,126,250. The net proceeds of the offering will be used by TMAC at its 100% owned Hope Bay Gold Project located in the Kitikmeot region of Nunavut, to fund its 2015 work program including the ongoing pre-feasibility study, exploration, engineering, development, community relations activities and for general corporate purposes. Click here for more details.

We acted for Genalta Power Inc. in its joint venture transaction with Kensington Power Income Fund in which the parties contributed operating power projects and cash amounting to approximately $50 million. Click here for more details.

We acted for Genalta Power Inc. in its $31 million project financing with Alberta Treasury Branches. The proceeds of the financing will be used to complete development of two alternative energy power projects in Alberta. Click here for more details.

We acted for Integra Gold Corp. in its bought deal private placement of flow-through common shares and Québec super flow-through shares for gross proceeds of approximately $8 million. Integra intends to use the proceeds of the Offering for "Canadian Exploration Expenses" (within the meaning of the Income Tax Act (Canada)) related to Integra's Québec mineral concessions. Click here for more details.

We acted for BMO Nesbitt Burns Inc., National Bank Financial Inc. and The Toronto-Dominion Bank and a syndicate of agents in South Coast British Columbia Transportation Authority's private placement of $130 million principal amount of bonds having a coupon rate of 3.05% and maturing in June, 2025. Click here for more details.

Accolades

Cassels Brock Lawyers Recognized in the 2015 Lexpert/American Lawyer Guide to the Leading 500 Lawyers in Canada

Nine Cassels Brock lawyers are listed in the 2015 edition of the Lexpert®/American Lawyer Guide to the Leading 500 Lawyers in Canada including Mark Bennett, Wendy Berman, Gordon Chambers, Frank DeLuca, Jay Goldman, Erik Goldsilver, Paul Stein and John Vettese from our Mining, Litigation (Securities) and Securities Groups. For the complete list, please click here.

Cassels Brock Lawyers Recognized in the 2014 Lexpert® Guide to the Leading US/Canada Cross-Border Litigation Lawyers in Canada

Cassels Brock is proud to announce that Wendy Berman, Bob Cohen, Glenn Zakaib, Ted Frankel and Shane Hardy have been recognized by the 2014 Lexpert® Guide to the Leading US/Canada Cross-Border Litigation Lawyers in Canada. This publication is based on an annual peer review survey, determining leaders in Canadian law who have significant cross-border litigation practices.

Wendy Berman is highlighted for her work in both Corporate Commercial Litigation and Securities Litigation. Bob Cohen is included for Corporate Commercial Litigation. Glenn Zakaib is recognized for Product Liability. Ted Frankel and Shane Hardy are profiled as "Litigation Lawyers to Watch."

For more information, please visit Lexpert's website.

Cassels Brock Featured in Lexpert's Top 10 Deals of 2014 List

Cassels Brock is proud to have played a key role in two of the top 10 deals of the year, including the blockbuster acquisition of Tim Hortons by Burger King, as counsel to Berkshire Hathaway - provider of $3 billion of preferred equity financing to the transaction - and the Muskrat Falls/Maritime Link/Labrador Link Project, as counsel to the Government of Canada.

You can read the full article here.

Media Mention

Heather Zordel Discusses a National Securities Regulator with the National Post

Partner Heather Zordel was quoted in an article titled "Will 2015 Finally Be the Year of the National Securities Regulator?" published by the National Post on January 5, 2015.

This article looks at the future of a national securities regulator in Canada with the "Cooperative System" scheduled for launch in mid-2015, despite the fact that not all provinces and territories have yet signed on.

Says Heather (who worked with the earlier Expert Panel on Securities Regulation): "We would all agree that this is a work in progress. The main issue is just to get it launched and then we will go from there. A securities regulator will never be perfect. It's always evolving and it evolves quickly. And that is why we need to have a body that will be able to move effectively, quickly on a go-forward basis for the next hundred years."

Click here to read "Will 2015 Finally be the Year of the National Securities Regulator" in the National Post.

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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Authors
Gregory Hogan
Michael Brown
Joyce Lim
Jessica Lee
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Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.

Disclaimer

The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.

General

Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

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