The Toronto Stock Exchange (the "TSX") has adopted and
the Ontario Securities Commission has approved amendments (the
"Amendments") to Parts I, III, IV, and VI of the TSX
Company Manual (the "Manual"), which vary and enhance
some exemptions available to issuers listed on two or more
exchanges or marketplaces ("interlisted issuers"). The
amendments permit increased deference by the TSX to other exchanges
with respect to certain transactional and corporate governance
requirements affecting interlisted issuers.
Previously, the TSX granted some exemptions to interlisted
issuers for specific transactions where i) 75% or more of the
issuer's trading volume and value over the six months before
notice of the transaction took place on "another
exchange" and ii) the other exchange considered the
transaction. Some interlisted issuers were also permitted to apply
to the TSX for discretionary relief from specific corporate
Eligibility for the Exemptions
The Amendments now limit the eligibility for exemptions to
issuers listed on a "Recognized Exchange" (not
"another exchange") which includes: New York Stock
Exchange, NYSE MKT, NASDAQ, London Stock Exchange Main Board, AIM,
Australian Securities Exchange, Hong Kong Stock Exchange Main
Board, and others determined by the TSX from time to time.
The conditions for exemptions were also restated, such that
"Eligible Interlisted Issuers" are eligible for
exemptions. An Eligible Interlisted Issuer is an interlisted issuer
also listed on a Recognized Exchange that has traded less than 25%
of its overall trading volume (not value) of listed securities on
Canadian marketplaces in the 12 months preceding the application or
Following the Amendments, Eligible Interlisted Issuers may apply
for exemptions from the following requirements, with respect to
specific transactions. As indicated in the table below, comparable
exemptions were also available under the TSX Manual for certain
types of transactions prior to the Amendments coming into
Special requirements for
Securities issued to
Eligible Interlisted Issuers must obtain the TSX's approval
of a transaction by notifying the TSX and by complying with the
formal requirements outlined in the Manual. The Manual further
stipulates that, "As a condition of acceptance, TSX will
require evidence that the Recognized Exchange or relevant regulator
has accepted the transaction, or confirmation from qualified legal
counsel in the local jurisdiction that the proposed transaction is
in compliance with applicable rules of the other exchange or
marketplace, as well as applicable laws."
Corporate Governance Exemptions
The Amendments also permit "Eligible International
Interlisted Issuers" and other International Interlisted
Issuers to apply for annual exemptions from corporate governance
requirements, director election requirements and annual meetings.
Eligible International Interlisted Issuers are Eligible Interlisted
Issuers incorporated or organized in a Recognized Jurisdiction,
which includes: Australia, England, Hong Kong, the State of
Delaware, and other jurisdictions with corporate statutes
substantially modelled after these jurisdictions, as the TSX may
determine from time to time.
Interlisted issuers incorporated or based in Canada are not
eligible for exemptions from the corporate governance requirements
unless the TSX issues a discretionary waiver.
Effect of the Amendments
The Amendments are intended to alleviate some of the regulatory
burden on interlisted investors while maintaining the integrity of
the market. Eligible International Interlisted Issuers may be
exempt from an increased number of transactional and corporate
governance requirements and Canadian-based Eligible Interlisted
Issuers may enjoy exemptions from transactional requirements in an
increased number of transactions. The Amendments came into effect
on September 10, 2015.
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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