We certainly do live in interesting times. The beginning of 2015
has correctly borne out many predictions of economic events –
with a strengthening U.S. economy, a dip in interest rates in
Canada, a drop in value in the Canadian dollar and a shift in
regional growth from the west to central Canada all playing a role
in Canadian capital market activity. As we all make our way through
the current environment, clients, regulators and other market
participants learn to adapt to and roll with the times.
Against this backdrop, we are pleased to provide you with an
overview of some of the more notable developments in Canadian
capital markets in the past year and to share with you our thoughts
on those developments and their potential impact for 2015.
The combination of an iconic American brand and a flagship
Canadian franchise generated tremendous buzz as one of 2014's
mega-deals. Davies worked with Burger King and its other advisers
to reinvent a well-known Canadian structure, resulting in a
tax-efficient transaction for Burger King's U.S. stockholders.
We explain the intricacies in Whopper of a Deal with a
Double-Double Take on the Canadian Exchangeable Share
In 2014, the Canadian Minister of Finance, together with the
provinces of British Columbia, Ontario, New Brunswick, Saskatchewan
and Prince Edward Island finally released for comment a draft
Provincial Capital Markets Act and a federal Capital
Markets Stability Act. The proposed statutes raised a number
of concerns, leaving many with the question raised in The
Cooperative Capital Markets Regulator: To Be or Not to
Canadian securities regulators undertook an extensive review of
the exempt market in 2014, which resulted in several new and
proposed prospectus exemptions. We discuss these new and proposed
rules in Exempt Offerings to Shareholders and
Canadian Regulators Adopt Changes to the Exempt Market
In 2014, IIROC published guidance on due diligence best
practices in an effort to promote consistency in the dealer
community. We provide the details in New Guidance Codifies
Underwriting Due Diligence Best Practices.
The TSX recognizes the regulatory burden on interlisted issuers
that must comply with two or more sets of exchange requirements
that may be similar but not identical. We examine the TSX's
proposed rule amendments in TSX Relaxes Regulation of
With bond yields at historic lows, REITs have become
progressively more popular as investors seeking yield have
increasingly looked to equity issuers that pay regular dividends or
distributions. In the chapter the OSC Provides Guidance on
REIT Distribution Disclosure, we review the OSC's
The Alberta Securities Commission has made an effort to reduce
the red tape associated with private placement of foreign
securities. We look at the details in Increased Access to
Private Placements for Institutional Investors.
In To Buy or Not to Buy – That Is the Question
When Dealing with a Target's Bonds, we discuss the
issue of how an acquirer deals with a target's
In 2014, the SEC introduced rules to implement and streamline
the application of the JOBS Act as well as dealing with other
market phenomena. In our U.S. update, U.S. Securities Law
Matters Affecting Canadian Issuers, we provide an overview
of some of these developments that affect Canadian issuers.
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.
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