The Toronto Stock Exchange yesterday proposed amendments to its
Company Manual that
would adopt a broader deference
model in respect of certain exchange requirements
where an interlisted issuer is subject to the rules and regulation
of another exchange or jurisdiction.
An "interlisted issuer" is an issuer listed on two or
more exchanges or marketplaces. According to the TSX, as at
November 30, 2014, there were 322 interlisted issuers on the TSX.
Of these, 273 (82%) are Canadian-based issuers, while 59 (18%) are
foreign incorporated. Currently, the TSX waives certain of its
requirements applicable to a transaction where at least 75% of the
issuer's trading volume and value over the six months preceding
notification of the transaction occurs on another exchange and the
other exchange is reviewing the transaction.
Under the proposed amendments, the scope of matters that could
be deferred to the other exchange where the bulk of trading takes
place would be expanded. Specifically, the proposed amendments
would provide new exemptions in respect of, among other things,
prospectus offerings, convertible securities and rights offerings.
Certain qualifying interlisted issuers could also apply for
exemptions from certain TSX corporate governance
While expanding the range of matters that may be exempt, the TSX
is also proposing to make the deference model available in respect
to an enumerated list of "recognized" exchanges and to
require the issuer to disclose via press release its reliance on
the exemption. According to the TSX, such an expansion of the
current exemptions would reduce the regulatory burden imposed on
Comments are requested on the proposal in general as well as in
response to specific questions such as the propriety of the
proposed trading threshold (being less than 25% of trading
occurring on all Canadian marketplaces in the year preceding the
application) and the choice of recognized exchanges in respect of
which the exemptions will apply. Comments on the proposed changes
are being accepted until March 9, 2015.
Meanwhile, the TSX also published proposed
amendments that would generally require security
holder approval in cases where an issuer submitted an application
to voluntarily delist from the TSX.
Security holder approval would not, however, be required where
(i) an acceptable alternative market existed or would exist for the
listed securities on or about the proposed delisting date; (ii)
security holders had a near term liquidity event for which all
material conditions had been satisfied and the likelihood of
non-completion was remote; or (iii) the listed issuer was under
delisting review for failure to comply with any of the delisting
criteria in Part VII of the
Manual and it was unlikely that the TSX would be
satisfied that the deficiencies would be cured within the
According to the TSX, these amendments would protect security
holders and preserve marketplace integrity. Comments on the
proposed changes are being accepted until February 23, 2015.
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.
To print this article, all you need is to be registered on Mondaq.com.
Click to Login as an existing user or Register so you can print this article.
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.
While most are well aware that the sale of a business is generally a complex process, even sophisticated business owners are surprised by just how much cost and effort is required to complete the sale.
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).