Under current regulation, managers of publicly offered
investment funds who wish to call an annual or special meeting of
securityholders, must deliver meeting materials to beneficial
owners of securities using the process set out in National
Instrument 54-101 Communication with Beneficial Owners of
Securities of a Reporting Issuer (NI 54-101) and National
Instrument 81-106 Investment Fund Continuous
Disclosure. The printing and postage costs associated
with the production and mailing of information circulars to
securityholders can be costly for funds and their managers.
BLG is pleased to announce that we recently obtained, on behalf
of certain investment fund managers, a novel exemption which allows
the managers to use the "notice and access" process that
is currently only available to reporting issuers that are not
investment funds under NI 54-101. Using this process, the
manager must send a notice and access document and a form of proxy
(or voting instruction form) to the securityholders of the fund,
and must post the information circular on its website, but is not
required to mail the information circular unless a securityholder
asks for one.
We are confident that this exemption will substantially reduce
the costs associated with holding securityholder meetings, and
would like to offer our assistance, on a fixed-fee basis, to other
fund managers who would like to obtain a similar exemption.
We would be pleased to discuss with you
Your participation in a group application for Notice-and-Access
relief to be granted to you and other participating fund managers
If you have unique circumstances, a tailored individual
exemption application to your principal regulator.
In Ontario Securities Commission v. Tiffin, the Ontario Court of Justice clarified the limits of the definition of "securities" under s.1(1) of the Securities Act, as it relates to promissory notes. The defendant in the case was charged with trading in securities without being registered and while prohibited, and without filing a prospectus.
The OSC has issued a press release advising stakeholders that Ontario securities law may apply to any use of distributed ledger technologies, such as blockchain, as part of financial products or service offerings.
The use of electronic signatures is becoming increasingly commonplace in commercial transactions, as individuals and businesses capitalize on the administrative efficiency afforded by today’s digital world.
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