As previously discussed, Canadian venture issuers
are now subject to a more streamlined continuous disclosure regime.
The amendments, which came into force on June 30, 2015, aim
to focus venture issuers' continuous disclosure and ease the
burden of costly continuous disclosure obligations.
As discussed in detail in our original post, the key changes are as
Quarterly highlights instead of interim
MD&A. Venture issuers will have the option to
provide quarterly disclosure in the form of a
"highlights" document rather than full interim MD&A.
The quarterly highlights would be comprised of a brief discussion
of the venture issuer's operations, liquidity and capital
Fewer business acquisition reports. The
significant acquisition threshold under the asset or investment
test, which triggers the requirement to file a business acquisition
report, is now increased from 40% to 100%. The same 100%
threshold will also apply to prospectus disclosure of significant
acquisitions as well as the "prospectus level disclosure"
that is required for information circulars, thereby significantly
reducing the circumstances in which business acquisition disclosure
would be required.
Reduced executive compensation disclosure.
Venture issuers will now have the option to provide executive
compensation disclosure for two years and in respect of three named
executive officers only. Previously, disclosure was required
for three years in respect of five named executive officers.
Effectively, this means that venture issuers may be able to
access capital for acquisitions in a more timely and cost effective
manner and may be able to pursue acquisitions that may otherwise
have been challenging due to the lack of available historical
All of these amendments are effective as of June 30, 2015,
except for enhanced audit committee composition requirements, which
come into force in respect of a financial year beginning on or
after January 1, 2016.
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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