Set out below is a list of recent initiatives and decisions
of Canadian securities regulatory authorities and courts that
we believe would be of interest to mining companies and their
public markets advisors. Please contact us if you would like
additional information about any of these items.
The Canadian Securities Administrators (the CSA)
— with the exception of the Ontario Securities
Commission (the OSC) — have implemented a
securities passport system, and have introduced a streamlined
review process for the "passport" jurisdictions and
for Ontario when dealing with prospectuses and applications
for exemptive relief.
The CSA have substantially harmonized their take-over bid
and issuer bid rules (although the OSC did so through its own
legislation and rules, while the remaining jurisdictions did
so through Multilateral Instrument 62-104 Take-Over Bids and
The OSC and Autorité des Marchés Financiers
have harmonized their rules related to insider bids, issuer
bids, business combinations and related party transactions by
implementing Multilateral Instrument 61-101 Protection of
Minority Security Holders in Special Transactions.
The OSC released the decision of a panel of its
Commissioners on In the Matter of AiT Advanced Information
Technologies Corporation. This decision provides some clarity
on the timing requirements for publicly disclosing a pending
The CSA have revoked National Policy 48 Future-Oriented
Financial Information, and have amended National Instrument
51-102 Continuous Disclosure Obligations to provide for a new
set of rules governing the use of future-oriented financial
The CSA are amending National Instrument 51-102
Continuous Disclosure Obligations to require material
contracts entered into "in the ordinary course of
business" to be filed on SEDAR.
The CSA have released CSA Concept Paper 52-402 Possible
Changes to Securities Rules Relating to International
Financial Reporting Standards.
The Continuous Disclosure Review team of the OSC has
published a report that includes a summary of the results of
its targeted review of disclosure of environmental-related
matters by reporting issuers as well as recommendations for
appropriate disclosure of environmental-related matters.
The Supreme Court of Canada affirmed the Ontario Court of
Appeal's decision in Kerr v. Danier Leather, one of
the first major Canadian court judgements interpreting
prospectus disclosure requirements under Canadian securities
legislation. The case addressed an issuer's
obligation to update a prospectus for changes of material
facts occurring subsequent to final prospectus qualification
but prior to closing of the subject offering.
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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Canada is a constitutional monarchy, a parliamentary democracy and a federation comprised of ten provinces and three territories. Canada's judiciary is independent of the legislative and executive branches of Government.
The Government of Alberta recently announced a number of policy changes that will impact the Alberta Electricity Market, composed of its generators, transmitters, distributors, retailers, electricity consumers and wholesale electricity market.
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