The second quarter of 2015 saw a number of regulatory
developments in Canadian capital markets that may specifically
affect companies in the oil and gas industry. Below, we've
compiled a list of key legal developments from April 1 to June 30,
2015 that may be of particular interest.
Canadian regulators introduced rules that require individual AI's
to complete a risk acknowledgement form, eliminate the $150,000
investment exemption for people (it is still available for
corporates), and allow for the family, friends and business
associates exemption in Ontario.
BC, Saskatchewan and New Brunswick
proposed a new prospectus exemption for listed
issuers to distribute securities to retail investors who have
obtained advice from an investment dealer as long as, amongst other
things, the issuer has current continuous disclosure and gives the
investors a contractual right of action for continuous disclosure
Effective September 8, 2015 foreign
issuers will generally not be required prepare a wrapper
offering document for most foreign securities sold in Canada on a
private placement basis to institutional and other sophisticated
BC, Saskatchewan, Manitoba, Quebec,
New Brunswick and Nova Scotia implementedcrowdfunding rules to
allow non-reporting issuers to raise up to $250,000 (but not more
than $1,500 from each investor) through online funding
The TSX clarified that it
generally requires security holders to approve a voluntarily
delisting unless it is satisfied that an acceptable alternative
market exists for the securities, a near-term liquidity event will
occur (a going private transaction) or the issuer is under a
delisting review and is unlikely to cure the deficiencies within
the required period.
OSC gave direction regarding its
measures to enhance transparency and regulation
of fixed income markets including monitoring the
implementation of new cost and performance reporting rules in NI
31-103, overseeing the implementation of IIROC Rule 2800C
(reporting of fixed income trade information by dealers) and
evaluating whether access to the debt market is fair.
Canadian regulators released guidance for proxy advisory
firms designed to promote transparency regarding
voting recommendations and the development of proxy voting
guidelines, and foster understanding among market participants
about activities of proxy advisor firms.
The federal government announced its
intention to amend the CBCA to
implement "comply or explain" disclosure requirements for
board gender diversity. This standard has already been adopted by
most provincial securities regulators (notably excluding Alberta)
for TSX-listed companies.
the SCC confirmed that the "realistic chance of success"
test must be met to allow a secondary market liability claim. This
is expected to make it more difficult to bring these claims.
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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We are now beginning to see reported cases involving charges and subsequent fines laid against employers for failing to provide information, instruction and supervision to protect a worker from workplace violence.
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