On June 25, 2015, the Canadian Securities
Administrators (the "CSA") implemented
amendments to National Instrument 33-105 Underwriting
Conflicts ("NI 33-105"), which have
been made by each member of the CSA (the
"Amendments"). The Amendments will come
into force on September 8, 2015, provided the jurisdictions which
require ministerial approval receive it.
The Amendments provide an exemption from the
disclosure requirements relating to conflicts of interest between
an issuer and dealer in connection with an offering by a foreign
issuer to sophisticated investors in Canada made on a private
placement basis. The purpose of the Amendments is to provide
relief from one of the disclosure requirements that results in the
preparation of a "wrapper" when foreign securities are
offered by way of prospectus exemption in Canada as part of a
global offering. The Amendments require that the purchaser of the
securities must be a permitted client, as defined in National
Instrument 31-103 Registration Requirements, Exemptions and
Ongoing Registrant Obligations. The intention of the Amendment
is to facilitate the participation in foreign securities offerings
by sophisticated Canadian investors that qualify as permitted
The Amendments will eliminate the requirement to
provide connected and related issuer disclosure for securities
offerings that qualify as "eligible foreign
securities". The Amendments define, eligible foreign
securities as securities that are offered primarily in a foreign
jurisdiction and that are:
Issued by an issuer:
that is incorporated, formed or created under the laws of a
that is not a reporting issuer in a jurisdiction of
that has its head office outside of Canada, and
that has a majority of the executive officers and a majority of
the directors ordinarily resident outside of Canada;
Issued or guaranteed by the government of a foreign
The Amendments will apply to offerings of both
non-investment fund issuers and non- redeemable investment funds
that meet the criteria listed above. Under current paragraph 1.3(b)
of NI 33-105, the rule does not apply to a distribution of mutual
fund securities. Non-Canadian investment fund issuers should note
there are other Canadian regulatory requirements specific to
investment funds that may still apply, such as investment fund
manager registration. Permitted clients that are investment funds
should also note that other Canadian regulatory requirements may
restrict a Canadian investment fund's ability to purchase
securities of a non-Canadian investment fund issuer, such as fund
on fund restrictions.
As a result of the Amendments, a number of
related amendments were also concurrently published:
Multilateral Instrument 45-107 Listing Representation and
Right of Action Disclosure Exemptions,
Ontario amendments to OSC Rule 45-501 Ontario Prospectus
and Registration Exemptions, and
An Ontario-specific amendment to Form 45-106FI Report of
These amendments generally relate to disclosure
of statutory rights of action and restrictions on the making of
representations that securities will be listed or quoted on an
exchange or quotation system. This information is also typically
included in a wrapper prepared for foreign offerings.
For more information, please refer to the CSA Notice of
Amendments to National Instrument 33-105 Underwriting
Conflicts at https://www.bcsc.bc.ca/Securities_Law/Policies/Policy3/PDF/CSA_Notice__June_25__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.
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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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