On January 11, 2023, Fasken, along with TMX Group Ltd. (“TMX Group”, which includes the Toronto Stock Exchange (“TSX”) and TSX Venture Exchange (“TSX-V”)) and Laurel Hill Advisory Group (“Laurel Hill”), hosted a conversation on disclosure and regulatory considerations for issuers leading into the 2023 proxy season. The panel discussed five areas of recent developments
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What if No One Gets Elected?
Posted in Capital Markets, Contested Situations, Corporate Governance, Directors & Officers, Election of Directors, Proxy Voting, Securities, Shareholder Meeting…
LIFE Revisited
The “Listed Issuer Financing Exemption”, known as “LIFE”, will enter into effect on November 21, 2022[i]. As its name suggests, LIFE is a prospectus exemption for distributions of securities listed for trading on a recognized Canadian stock exchange. LIFE is intended to help smaller listed issuers raise capital without incurring significant costs, a laudable…
CBCA Corporations Listed on TSX Can Repeal Their Majority Voting Policies
The Toronto Stock Exchange (TSX) Company Manual provides in section 461.3[1] that an issuer listed on TSX must adopt a majority voting policy “unless it otherwise satisfies the Majority Voting Requirement in a manner acceptable to TSX, for example, by applicable statute, articles, by-laws or other similar instruments”.…
Toronto Stock Exchange Staff Notice on Normal Course Issuer Bids
In May 2022, the Toronto Stock Exchange (“TSX”) issued Staff Notice 2022-0001 (the “Staff Notice”)[1] on normal course issuer bids (“NCIBs”), “providing guidance on Sections 628 and 629 of the TSX Company Manual … for frequently asked questions in respect of normal course issuer bids”. Of the 35 FAQs in the Staff Notice, one question in particular has…
En français s’il vous plaît: The Revision of the Charter of the French Language and its Impact on Private Placements
On May 24 of this year, the Government of Québec officially adopted the Act respecting French, the official and common language of Québec, better known as Bill 96 (the “Bill”), which proposes a major reform of the Charter of the French Language (the “Charter”) and amendments to other Acts. In this bulletin, we offer a brief analysis…
Proxy Season Preview 2022: ESG – Growing Importance, Developments and Perspectives from Stakeholders
On January 13, 2022, Fasken and Laurel Hill Advisory Group (“Laurel Hill”) hosted a webinar on environmental, social and governance (“ESG”) considerations, with a focus on the climate change aspects of ESG that will be relevant to public companies. The webinar’s panelists were Cheryl Gasparet of ATS Automation Tooling Systems Inc. (“ATS”), Bill Zawada of…
Proxy Season Preview 2022
On January 13, 2022, TMX Group Ltd. (Toronto Stock Exchange (“TSX”) and TSX Venture Exchange (“TSXV”)), Laurel Hill Advisory Group (“Laurel Hill”) and Fasken hosted a conversation on disclosure and regulatory considerations for issuers leading into the 2022 proxy season. The panel discussed six discrete areas of recent developments that will be relevant for public…
Securities Law Amendments to Reduce the Regulatory Burden on Investment Funds
The long-awaited amendments to reduce the regulatory burden on investment funds were published by the Canadian securities administrators (CSA) in final form on October 7, 2021 and take effect on January 5, 2022. The amendments mostly relate to housekeeping matters that reduce very little regulatory burden, while other aspects might actually increase regulatory burden in…
CSA & IIROC Warn Crypto-Trading Platforms Against Misleading Marketing Activities
Last week, the Canadian Securities Administrators (“CSA”) and the Investment Industry Regulatory Organization of Canada (“IIROC”) jointly published their third staff notice this year targeting crypto-trading platforms (“CTPs”) that are registered or have applied for registration as securities dealers. This staff notice 21-330 (the “Notice 21-330”) provides guidance on the types of advertising activities, social…