As a top capital markets law firm, McMillan works with clients in Canada, the United States and internationally to navigate today’s capital markets challenges. McMillan’s breadth of experience in securities and corporate law allows us to advise businesses ranging from Fortune 500 to fast-growing small and medium-sized enterprises to first movers in emerging markets.
McMillan’s capital markets lawyers can successfully assist clients with respect to any transactions that impact the capital markets for any size of deal, regardless of the complexities from a regulatory or legal perspective. We have ample experience negotiating with all levels of lenders, issuers, institutional shareholders and investment banks, and have fostered relationships with regulatory bodies and exchanges, allowing us to deliver unmatched value to our capital markets clients.
CORPORATE FINANCE
Our corporate finance experience gives our lawyers some of the legal profession’s foremost capabilities in transactional, regulatory requirements, including filing and clearance of offering documents with all of Canada’s provincial securities regulators, as well as the U.S. Securities and Exchange Commission. Our experience covers all aspects of financings, including prospectus financings, private placements and PIPES.
The corporate finance environment is complicated by the array of market participants—from issuers to institutional investors, to underwriters — and the laws and regulations surrounding capital markets transactions get more complex by the day. McMillan’s corporate finance lawyers employ their in-depth knowledge of the laws that govern capital markets to help clients successfully navigate this domain.
IPOs & ALTERNATIVE IPOs
The path to an initial public offering (IPO) is long and extremely complex. Increasing the complexity of the endeavour is the need for many companies to seek listings on multiple exchanges. Companies can also face complexities in pursuing alternative IPOs, such as a reverse takeover or a transaction with a capital pool company. McMillan’s lawyers specializing in capital markets leverage their knowledge and experience navigating securities law to help clients assess opportunity versus risk when choosing between an IPO or alternative IPO. We are well-versed in the listing requirements and processes of the Toronto Stock Exchange (TSX), the TSX Venture Exchange (TSX-V), the NOE Exchange (NEO), the Canadian Securities Exchange (CSE), as well as key stock exchanges and trading platforms in the United States, Europe, Latin America and Asia.
Our commitment to building bespoke legal teams enables us to help clients throughout the life cycle of the IPO or alternative IPO process, from pre-IPO or pre-alternative IPO preparation to the offering process itself, to follow-on public offerings and ongoing regulatory compliance.
GOING PRIVATE TRANSACTIONS
For some companies, there comes a time when the positives of being publicly traded are outweighed by the expense and effort of compliance and other factors that distract from the company’s purpose. On the other hand, unsolicited transactions (including take-over bids) to take control of, or acquire, a public company are possibly the most complex mergers and acquisitions transactions. Whatever the reason or manner in which a company is involved in a going private transaction, McMillan has the experience to make the transaction a success. Whichever side you find yourself on, being at the center of a going private transaction can be a momentous event. It requires a multi- faceted approach—one that remains true to your long-term strategy, serves the best interests of all your internal and external stakeholders, and complies with complex regulations that differ from one jurisdiction to the next.
We deliver expert counsel to investors, acquirors, executives of publicly traded companies and boards as they navigate this complicated process of going private, all while seeking to minimize risk. We help clients understand what makes these transactions successful and where the pitfalls lie.
PROXY CONTESTS
Since 2008, shareholder activism has become an important aspect of the Canadian capital markets landscape. However, our experience in this area of the law dates back to the 1990s, at a time when it was not well known. Since then, we have been advising both activists and issuers through a group of dedicated experts. We believe that we have a unique combination of experience and expertise, coupled with innovative and practical thought leadership, which work to support the business priorities and objectives of our clients.
McMillan’s lawyers understand the regulatory environment that governs proxy contests. We advise boards, special committees and management on a proactive basis to avoid and prepare for an approach from an activist , and also to combat, defeat or settle a dispute. We advise activist investors on the beginning approach, investing in a public company, effecting change and ancillary considerations including a future sale of the public company.
STOCK EXCHANGE LISTINGS
Choosing to list a company on a stock exchange is a major decision for any organization. Canadian stock exchange listing requirements are lofty, as are American stock exchange listing requirements — both can consume significant financial and human resources. The process of publicly listing an enterprise also differs from jurisdiction to jurisdiction, necessitating the assistance of sound legal counsel who specialize in stock exchange requirements.
McMillan’s helps Canadian and international companies create an effective strategy and process for listing their organization on stock exchanges while remaining focused on our clients’ business objectives. Our lawyers understand the relative advantages of various stock exchanges and can advise on the optimal listing strategy — including which exchange or exchanges will deliver the best value. When expertly navigated and executed, listing on an exchange can be a significant and positive event in a company’s growth.
PUBLIC DISCLOSURE
The legitimacy of capital markets is reliant to a large extent on regulatory regimes that compel companies to provide full and timely disclosure of material information.
McMillan helps clients participating in Canadian, US and global capital markets understand and comply with evolving securities regulations governing public disclosure, as regulators work continuously to improve disclosure requirements , while simultaneously helping to protect our client’s competitive advantage.
SECURITIES LITIGATION
McMillan’s securities litigation lawyers have been at the forefront of recent changes impacting capital markets participants, working with our clients on their most challenging securities and corporate governance matters, including shareholder disputes, class actions, fiduciary obligations and oppression remedy disputes. We have defended our clients’ commercial interests at all levels of court, including the Supreme Court of Canada and before securities regulators.
As one of Canada’s top securities litigation law firms, McMillan LLP is frequently called upon for preventative counsel and crisis management, as well as to advise boards of directors and senior management on strategies to minimize the risk of litigation in contentious circumstances. When our clients are faced with securities litigation, our lawyers mount a vigorous and complete defence aimed at protecting their best interests and aligning with their strategy.
BONDHOLDER, AD HOC COMMITTEE AND INDENTURE TRUSTEE REPRESENTATIONS
McMillan has extensive restructuring and insolvency experience acting for the holders of debt securities, as well as indenture trustees and ad hoc committees. Restructuring issues demand smart, resolute actions. In these circumstances, corporate and government entities turn to McMillan for or our extensive experience acting for the holders of debt securities, as well as bond and debt indenture trustees, and ad hoc committees.
Our lawyers engage with debtor companies, stakeholders and bankruptcy courts to obtain the best result for bond and debt indenture trustees and ad hoc committees, bringing a mix of skills to the table that create the value and incentives that are necessary for parties to come to agreement.
US SECURITIES
While Canada’s stock markets are excellent sources of capital and liquidity, globally-minded Canadian companies often seek to tap into the US capital markets. McMillan is a US securities law leader, enabling Canadian companies to access US capital markets. Our team includes US qualified lawyers who can advise on a complete range of US securities matters, including public and private securities offerings, listings on US national securities exchanges (including the New York Stock Exchange (NYSE), NYSE Amex Equities (NYSE MKT) and NASDAQ) and Securities and Exchange Commission (SEC) regulatory compliance.
McMillan’s lawyers provide our clients with the advantage of working with a firm with a singular culture that promotes excellence, collaboration and cross-practice integration. A one-firm approach, versus working with separate firms in each country, can help to improve timeliness and reduce costs.
The Canadian Securities Administrators have continued to develop the securities regulatory framework applicable to crypto trading platforms.
This bulletin discusses the basic components of a DCSS, its advantages and disadvantages, as well as common shareholder protection measures.
The Canadian Securities Administrators is seeking comments on the proposed amendments to the corporate governance disclosure rules and policies (Form 58-101F1)
Canada imposes new reporting obligations on forced labour, and what it means for Canadian businesses.
Proposed "deemed ownership" test under Canadian sanctions laws and convergence of AML and sanctions regulation in Canada.
The Canadian Securities Exchange implemented amendments that include the addition of a new Senior Tier for larger and later stage issuers.
Reviews a recent Ontario appellate decision about a former registered representative who challenged enforcement action on grounds that his conduct was innocuous
An overview of the new integrated records filing system, SEDAR+, launching June 13, 2023.
Together with TMX, join a panel discussion with industry leaders as they provide an overview of opportunities in the Canadian capital markets and the Capital Pool Company (“CPC”) program. They will speak on structuring and listing a CPC and key considerations in completing a Go-Public Transaction.
Together with Lowenstein Sandler, join McMillan for a series of engaging panels with industry leaders who will share valuable insights into the newest crypto trends and developments, with a particular emphasis on the below areas of risk.
Private sector participants seeking to participate in the underserved student accommodation market in Canada can raise capital through different structures.
On March 30, 2023, the Canadian Securities Exchange announced that it is implementing comprehensive policy amendments effective April 3, 2023.
Budget 2023, announced by the Federal Government on March 28, 2023, contains several measures aimed at facilitating Canada’s transition to a net-zero economy
The Income Tax Act (Canada) contains a General Anti-Avoidance Rule that disallows tax benefits arising from certain tax-motivated transactions
Budget 2023 proposes the first major changes to the Alternative Minimum Tax (the “AMT”) since its introduction in 1986
Budget 2023 proposes to amend the Excise Tax Act (the “ETA”) to expressly subject supplies of “payment card network” services to Goods and Services Tax/Harmonized Sales Tax (“GST/HST”).
Consistent with the Federal Government’s (the “Government”) prior statements in Budget 2022, Budget 2023 proposes amendments to the Income Tax Act (Canada)
On December 21, 2021, a panel of the Alberta Securities Commission issued its written decision providing its reasons for the oral ruling it made on July 12, 2021 regarding applications brought by Bison Acquisition Corp. and Brookfield Infrastructure Corporation Exchange Limited Partnership, as well as Inter Pipeline Ltd. and Pembina Pipeline Corporation.
Stakeholders are demanding good corporate governance, which includes effective succession planning where a range of skills, experience, and backgrounds are highly valued and reflected. In collaboration with WATSON, a national multidisciplinary governance firm, join us in the morning on Wednesday, April 19, to discuss strategies and action plans that drive robust succession planning and strong corporate governance.
TSX Staff Notice Provides Guidance on Voting Agreements.
Canada prepares to impose new reporting obligations on forced labour, and what it means for Canadian businesses.
Psychedelics have come to be viewed as a potential therapeutic tool by the general public and government. This bulletin summarizes recent Canadian developments.
British Columbia’s Energy Statutes Amendment Act expands the potential liabilities for oil and gas activities to directors and officers.
Amendments to OSC Rule 13-502 Fees, OSC Rule 13-503 (Commodity Futures Act) Fees and their related companion policies coming into force April 3, 2023.
CSA Staff Notice 21-332: Increased compliance standards for crypto exchanges and guidance on the application of Canadian securities laws to crypto assets.
On December 8, 2022, the Canadian Securities Administrators (the “CSA”) and the Investment Industry Regulatory Organization of Canada (“IIROC”) jointly published Staff Notice 23-329: Short Selling in Canada (the “Short Selling Notice”), which reviews the current regulatory requirements and initiatives with respect to short selling and seeks public feedback on areas for regulatory consideration.
Join us for a breakfast session discussing key issues for funds, asset managers, developers and exempt market dealers in the real estate industry.
Paul Davis, Partner in our Capital Markets & Securities and Mergers & Acquisitions groups and Chair of the Board of Partners, speaks with his brother Rob Davis, Chair of the Board of Directors and Tax Partner of KPMG Canada, on his career journey and the path to improving representation in Canada’s boardrooms.
Considerations for issuers who intend to use the Listed Issuer Financing Exemption in connection with an offer and sale of securities in the United States.
The Ontario Superior Court ordered First Capital to hold a special meeting of unitholders more than two months earlier than originally scheduled.
The CSA published an exemption for CBCA-incorporated reporting issuers from the form of proxy requirement for uncontested election of directors.
British Columbia’s Energy Statutes Amendment Act makes sweeping changes to the regulation of energy in British Columbia.
1- and 3- month Term CORRA under development; targeted publication date is at end of Q3 2023; Term CORRA administrator will be CanDeal Innovations Inc.
Join us for a series of engaging discussions on shareholder activism in Canada. Industry experts will share valuable insights into regulatory and market issues, concerns and trends.
CSA Staff Notice 51-364 - Continuous Disclosure Review Program Activities for fiscal years ended March 31, 2022 and March 31, 2021.
On November 3, 2022, the Canadian Securities Administrators published Staff Notice 51-364 Continuous Disclosure Review Program Activities for 2022 and 2021.
Join us on Thursday, March 2nd for a series of engaging discussions with industry experts who will share valuable insights into regulatory and market issues, concerns and trends.
The draft Capital Markets Act grants the OSC broad discretion to deem a crypto asset a security, resulting in a lack of industry certainty as to its application
Mining firms are vulnerable to cybersecurity attacks but through incident response planning can minimize the risk of exposure.
Canada announces that consultations on a possible "foreign agent registry" will begin soon. What is that and how is it different from a lobbying law?
The CSA recently announced the adoption of amendments to the offering memorandum exemption in National Instrument 45-106 and the Companion Policy to NI 45-106.
An overview of the common deficiencies flagged by the CSA with respect to issuers' compliance with disclosure requirements under NI 52-112 and CP 52-112.
This podcast episode dives into the risks and impact of greenwashing on businesses. Ouvedi Rama Naiken and Patricia Chehadé, from our Capital Markets & Securities Group, speak with corporate commercial litigator and regulatory lawyer, Talia Gordner on the current regulatory framework of greenwashing.
The CSA and IIROC jointly published Staff Notice 23-329 which reviews the current regulatory requirements and initiatives with respect to short selling.
The Canadian federal government introduced Bill C-34, An Act to Amend the Investment Canada Act, to modernize Canada’s national security regime.
The CSA cautions issuers against overly promotional "greenwashing" language in continuous disclosure in its biennial report - Staff Notice 51-364.
Are you curious about the intersection of crypto and securities law? This podcast dives into the future of crypto law and the current state of crypto regulations in Canada.
The OSC cautions trading platforms about the use of gamification to incentivize investment after an experimental study shows these techniques are effective.
The Canadian government is consulting on proposed amendments to the Competition Act.
More women are sitting on boards, reports the Canadian Securities Administrators.
Alberta is implementing a new framework for regulating and licensing health care providers in connection with administering psychedelics.
Qualifying investors can participate in prospectus-exempt distributions of Ontario issuers for up to $30,000 per year, regardless of income or assets.
The government’s approach to reviewing foreign investment is evolving, with an increased focus on national security concerns.
An overview of risks and best practices for companies in relation to environmental, social and governance (“ESG”) claims and disclosure.
Canada Revenue Agency Issues Guidance on 30% Critical Mineral Exploration Tax Credit and Certification Requirements
Insurance Regulators are exploring regulatory changes to Segregated Funds compensation arrangement on Insurers, Intermediaries and Consumers.
The Canadian Securities Administrators announced the introduction of a prospectus exemption which will be available to reporting issuers as of November 21, 2022.
This bulletin provides an overview of structuring private equity real estate funds in Canada.
IIROC guidance regarding short selling in Canada (IIROC Notice 22-0130).
An overview of how Canadian public companies may effect a going private transaction and summarizes several key benefits of going private
Canadian securities regulators propose changes to enhance derivatives data reporting.
CDOR to cease being published after June 28, 2024; Term CORRA to be potentially created; market participants need to prepare for end of CDOR now.
This bulletin discusses new developments with respect to the Wright v Horizons decision.
This article provides further information about the new Capital Markets Tribunal.
Some initial considerations for foreign acquirors of Canadian public companies.
Compelled testimony provided to the OSC is confidential. But what happens when Commission Staff discloses testimony without complying with the Securities Act?
NI 43-101 - The CSA seeks feedback from stakeholders on the efficacy of the mineral disclosure framework and the appropriateness of changing the regime.
Propsharing and Fractional Real Estate Investing in Canada
The Court in Kwong v. iAnthus denied a plaintiff's request for documentary discovery before he obtained leave to bring a secondary market securities action.
In this webinar, we will explore how international research partnerships intersect with domestic and international security concerns, as well as how geopolitics plays a role in the ability and thus desire of individuals and institutions to engage in international research partnerships. We will ask both Canadian and American academics to share their insights and thoughts on what happens when academic interests and security concerns collide.
Investments by Russian investors will be subject to enhanced scrutiny and prolonged timelines.
In this rapidly evolving business environment, this report from McMillan’s ESG Initiative offers companies and business leaders in Canada an essential overview of ESG developments in regulations, laws and norms that have occurred over the last year.
Directors should engage legal counsel to negotiate insurance agreements, particularly those operating in emerging sectors such as cannabis and cryptocurrency.
Analysis of the Third Draft of Proposed National Instrument 93-101 Derivatives: Business Conduct.
An overview of how Simple Agreements for Future Equity or “SAFEs” work including pros & cons for Canadian companies considering SAFEs for early stage financing.
In this bulletin, we discuss the risks and challenges of using PropTech by businesses in the real estate space and for consumers of such products.
An Alberta decision has held that the use of swaps in a hostile take-over bid can be abusive, and added guidance on shareholder rights plans and break fees.
In this bulletin, we discuss the benefits of using PropTech for businesses in the real estate space and for consumers of such products.
In this 3-part series, we explain the concept of PropTech, highlight its benefits and outline associated risks.
Recent amendments to the Special Access Program and a look back to 2021 on developments affecting the psychedelics industry.
In this bulletin, we discuss the potential development of garden suites in the City of Toronto.
The annual January 30, 2022 deadline for investment funds to file a Report of Exempt Distribution (Form 45-106F1) is right around the corner.
The authors discuss the Ontario Superior Court of Justice's decision in Cineplex v. Cineworld, a "busted deal" case about interim operating covenants.
Canadian securities regulators announce pilot program permitting a "well-known seasoned issuer" to streamline the filing of a base shelf prospectus process.
This case comment discusses a recent British Columbian decision about secondary market claims for misrepresentation and when leave will be granted
On November 24, 2021, the TSX Venture Exchange published a bulletin announcing amendments to its policies regarding security based compensation.
The December 31, 2021 deadline for registered firms and their representatives to comply with the second phase of the Client Focused Reforms (CFRs) is fast approaching. Join McMillan for a discussion on practical questions and issues related to the new requirements and how they may impact your organization.
McMillan comments on joint securities administrator and IIROC guidance on cryptocurrency platform marketing.
McMillan Bulletin Proposed National Instrument 51-107 Disclosure of Climate-related Matters Canadian Securities Administrators Climate Change Disclosure
On the eve of the 2021 United Nations Climate Change Conference, six of Canada’s largest banks announced they had signed on to the Net-Zero Banking Alliance.
Despite volatility, the market for Canadian REITs continues to rally creating opportunity for new players in a number of asset classes. This webinar focuses on the practical considerations for structuring private REITs.
Short article on the pitfalls associated with sustainability-linked bonds.
This bulletin provides a “back to school” refresher on recent highlights and developments in Canada in the cryptocurrency and digital assets industry.
The Canadian government recently introduced modified sanctions against Belarus and efficiencies to report requirements under Sergei Magnitsky Law.
This article discusses the treatment of non-fungible tokens (NFTs) as securities and related regulatory considerations in Canada.
Amended regulations by the CSA for registrants to protect older and vulnerable clients.
An Executive Order prohibiting U.S. persons from purchasing securities of certain Chinese Military-Industrial Complex companies becomes effective August 2, 2021
Shareholder engagement on climate-related matters continues to grow across the globe, including Canada, these issues are a key focus area for public companies
Canadian regulators affirm their position on 'crypto trading platforms' through CSA Staff Notice 21-329 and subsequent enforcement action.
Capital market developments from the CSA regarding non-GAAP financial information.
An overview of the proposed Instrument 51-519 from the BC Securities Commission on promotional activity disclosure requirements.
Legal news bulletin discussing recent changes to ICMA Green Bond Principles.
Climate, Credit & Canada - Growth of Green Bonds, Sustainability-Linked Credit and Net-Zero Banking
Taking Stock of Governance — Understanding Emerging ESG, Regulatory, and Market Trends
Taking Stock of Governance — Understanding Emerging ESG, Regulatory, and Market Trends (adapted to the Province of Québec)
Across Canada, entrepreneurs are striving to develop technologies to reduce greenhouse gas emissions, improve environmental sustainability, and provide other climate-related solutions to the domestic and international markets.
Changes to Québec’s language laws are coming. Here is a top ten list of potential impacts, and the likely timeline and process for adoption.
Opportunities for Canadian Biotech Companies on the Hong Kong Stock Exchange
This bulletin provides an overview of the regulations surrounding psychedelics in Canada and psychedelics companies in the Canadian capital markets.
McMillan commentary on the Capital Markets Modernization Taskforce's recommendations regarding Enforcement and Enhancing Investor Protection.
The Alberta Court of Appeal's dismissal of Bellatrix's appeal leaves substantial uncertainty for natural gas market and all derivatives counterparties.
NEO Exchange Inc. announces innovative listing offering to facilitate capital-raising opportunities for earlier stage and high growth companies.
A recent decision of the Ontario Court of Appeal interprets the Toronto Stock Exchange requirement that listed companies adopt a majority voting policy.
The June 30, 2021 deadline for registered firms and their representatives to comply with the new CFRs relating to conflicts of interest is fast approaching.
On March 24, 2021, Canada’s Minister of Innovation, Science and Industry announced that the government updated its National Security Guidelines.
This bulletin focuses on Ontario’s Capital Markets Modernization Taskforce's recommendations aimed at ensuring a level playing field.
This article aims to highlight five key pointers for fund managers to think about when launching an ESG fund
High-level overview and commentary on the recommendations set out in Section 2.4 of the Capital Markets Modernization Final Report
On January 2021, Ontario’s Capital Markets Modernization Taskforce (the “Taskforce”) released its final report (the “Final Report”) following consultations and feedback from various stakeholders.
Part XXIII.1 of Ontario’s Securities Act creates a statutory cause of action for investors who suffer losses in the secondary market.
February 4, 2021 - the Canadian Securities Administrators have proposed amendments to the registration information provided by registered individuals and firms.
Canadian securities regulators provide additional proficiency options for distributing alternative mutual funds
In this bulletin, we discuss the deferred prosecution agreement recently entered into by Argos USA LLC with the United States Department of Justice.
Canadian Securities Administrators Seek Input on Activist Short Selling Activities
On December 1, 2020, the TSX Venture Exchange (TSXV) announced changes to its Capital Pool Company (CPC)
program to become effective on January 1, 2021.
With the recent surge in M&A activity in the oil and gas sector, the Competition Bureau may call on industry participants to investigate some of these deals.
The authors discussion of the Supreme Court of Canada's decision in Chandos Construction affirming the anti-deprivation rule and consider its implications
A high-level overview of secondary market class actions under the Ontario Securities.
The OSC has recently published a Charter for the Office of Economic Growth and Innovation, a newly established branch of the OSC.
Practical considerations for private placements when raising capital in mining
Proposed amendments to the OM Exemption may have major impacts on issuers engaged in real estate activities or considered collective investment vehicles
Update: British Columbia's New Registry of Beneficial Ownership
Mandatory Indoor Face Coverings: What Ontario Employers Need to Know
Review of Wright v. Horizons and potential future implications on IFAM industry.
The Ontario government launched public consultations to guide their modernization of private-sector privacy laws within the province.
A legal update on psychedelics: four Canadians with late stage cancer receive approval to use psilocybin to treat
their end-of-life distress.
Government of Alberta announces plan to spur economic recovery of the energy sector.
Government of Alberta announces changes to the regulatory regime that governs oil and gas liabilities.
Thinking About Real Estate in Canada? Practical Considerations for Structuring a Private REIT
A primer on the emerging psychedelics industry and how it fits into Canada's legal framework.
Review and analysis of recent developments where parties try to rely on MAE clauses as a mechanism to avoid closing a transaction.
This discussion will highlight key priorities of the OSC, including an update on burden reduction work underway. Remarks will also focus on the OSC’s response to COVID19 and provide a regulatory roadmap for navigating contested transactions.
The Ontario Court of Appeal's decision in Ontario Securities Commission v. Tiffin provides guidance on what constitutes a "security" and custodial sentences.
What you need to know about the Alberta Government's Bill 12 in relation to Liabilities Management Statutes Amendment Act, 2020.
Securities regulators, stock exchanges and business registries have taken significant steps provide relief to Canadian companies in response to COVID-19
Best practices for construction project management during the COVID-19 pandemic, and other force majeure circumstances.
The aftermath of the COVID-19 pandemic will provide unprecedented opportunities for shareholder activism and companies will need to prepare for coming campaigns.
Guide for borrowers to discussing loan defaults and additional credit support with lenders.
On March 20, 2020, the CSA published guidance providing direction to issuers conducting shareholder meetings during the COVID-19 pandemic.
Restructuring options and challenges in the time of COVID-19.
In light of concerns relating to COVID-19, this bulletin provides Canadian companies guidance on holding electronic or virtual shareholder meetings.
Ontario Securities Commission provides new guidance regarding the role and responsibilities of a special committee in a conflicted going private transaction.
As the Securities Exchange Commission seeks to change the shareholder proposal regime in the U.S., we compare the proposed amendments to the Canadian regime.
A summary of the proposal by CSA to adopt an "access equals delivery" model for disclosure documents.
The authors discuss challenges to maintaining legal privilege in M&A transactions. Parties in Ontario can learn from the experience of other jurisdictions.
The Competition Bureau has sent letters to advertisers and advertising agencies warning them to ensure that their Influencer advertising complies with the law.
Investigation findings of the Office of the Privacy Commissioner highlight issues surrounding the use of personal contact information posted on websites
Department of Finance issued a release on December 19, 2019 advising that the stock option amendments would not come into effect as of January 1, 2020.
"The Ontario Securities Commission's decision on insider trading and importance of clear, convincing and cogent
evidence."
On November 14, 2019, IIROC amended its Dealer Member Rules to require mandatory reporting by dealer members that suffer a cybersecurity incident or breach.
Authors discuss changes in 2019 to Canadian corporate and restructuring statutes and their possible implications for insolvency practice in Canada
Join us for two consecutive panel discussions on short selling in Canada. Industry experts will share valuable insights into regulatory and market issues, concerns and trends.
Securities regulators provided guidance regarding disclosure of financial interests and conflicts of interest in Cannabis transactions
This bulletin summarizes our concerns and conclusions with respect to the Canadian short selling regulatory regime.
Ontario Securities Commission exemptive relief decision clarifies ability of investment fund managers to permit rehypothecation of portfolio assets.
Cryptocurrency is not necessarily a “security” under Canadian securities law.
The Ontario Securities Commission (“OSC”) recently announced two important changes to certain regulatory requirements
On June 14, 2019, Health Canada unveiled its Final Regulations for New Cannabis Products
Thinking about raising institutional capital to expanding your reach to the United States? There are a variety of considerations that will impact how you do business south of the border so we invite you to join us as we provide an overview of U.S. regulation.
On May 15, 2019, the Ontario Securities Commission (“OSC”) announced that registrants will no longer have to pay late fees associated with the disclosure of outside business activities (“OBAs”) past the required deadline.
A recent Ontario Securities Commission (“OSC”) settlement agreement with NextBlock Global Limited (“NextBlock”) and Alex Tapscott (“Tapscott”) highlights the risk associated with issuers providing investor presentation slide decks or other marketing documents to prospective investors.
On May 2, 2019, the Canadian Securities Administrators (the “CSA”) set out next steps for a new, integrated national information and filing system (the “Renewed System”).
Bill C-97 (the “Bill”) was introduced in Parliament to implement the federal budget tabled by the Liberal government on March 19, 2019.
On March 19, 2019, the Federal Minister of Finance, Bill Morneau, presented the Liberal government’s final Budget before the 2019 election.
These bulletins will review unique and interesting exemptive relief orders issued at times by the CSA to Canada's investment funds and asset management industry
A company contacted by the Enforcement Branch of the Ontario Securities Commission (“Commission”) is often unfamiliar with the context of the document that it has received.
It is generally safe to assume that records given to government institutions will be subject to freedom of information/access to information legislation.
The Securities and Exchange Commission's new rule amendments seek to modernize the property disclosure requirements for mining registrants in the United States.
On November 9, 2018, Supreme Court of Canada upheld legislation that supports the creation of a national securities regulator under a cooperative system.
The decision, released in July 2017, was overturned on November 8, 2018 by the Supreme Court of Canada, offering sought-after certainty for secured lenders.
On October 10, 2018, the Canadian Securities Administrators published CSA Staff Notice 51-357, reviewing disclosure practices, deficiencies and best practices.
Join McMillan’s Investment Funds and Asset Management Group for an interactive panel discussion to learn more about the impact of the new laws and details.
On August 15, 2018, the CSA announced that certain regulatory authorities will be revoking their registration exemptions that form the "Northwestern Exemption".
The ASC has updated ASC Rule 72-501 Distributions to Purchasers Outside Alberta and its companion policy to facilitate cross-border investment.
The CSA published Staff Notice 51-355, summarizing a review of reporting issuers' continuous disclosure and highlights deficiencies and best practices.
Dept of Fin proposed amendments describing conditions for when taxable acquisitions imports of property or services by holding companies could make ITC claims
Jun 11, 2018, CSA published Staff Notice 46-308 – Securities Law Implications for Offerings of Tokens providing regulatory guidance on token and coin offerings.
June 21, 2018, the CSA released reforms to better align the interests of securities advisors, dealers, and representatives with the interests of their clients.
The Government of Canada's decision to reject the proposed acquisition of Aecon, a major Canadian construction services firm, by China Communications
On April 19, 2018, the Canadian Securities Administrators (the "CSA") published new draft rules governing the registration of derivatives market participants.
British Columbia's provincial government unveiled its draft legislation on the regulation and implementation of non-medical (consumer) cannabis in the province.
some of the most important interest rate provisions to be aware of
CSA Considers Reforms to the Syndicated Mortgage Regime and Seeks Input from Industry Participants
Amendments will amend requirements regarding the election of directors, make mandatory certain diversity disclosure and impact shareholder communications for federally-regulated public companies
Ontario Securities Commission (the "OSC") published OSC Staff Notice 11-779 Seniors Strategy and brings attention to the unique challenges relating to the financial lives of Ontario seniors (65+)
April 12 2018 Canadian Securities Administrators publish CSA Staff Notice 61-303 and Request for Comment Soliciting Dealer Arrangements to deepen understanding of use of soliciting dealer arrangements
Prospectus exemptions introduced by Rule 72-503 as well as exemptions for the resale of securities outside of Canada scheduled to come into force on June 12, 2018
An Update on CSA Policy Initiatives to Reduce Regulatory Burden for Reporting Issuers
Bill C-45 provides summary of feedback received during Health Canada's 60-day public consultation period on its proposed regulatory approach and also provides clear guidance on packaging and labeling
On December 19, 2017 the Alberta Securities Commission published ASC Notice 31-701–Account Opening Assistance to provide guidance on collection of know your client information
The OSC and the FCAAS released their reasons for the orders granted concerning the hostile take-over bid by Aurora Cannabis Inc. for CanniMed Therapeutics Inc.
The Canadian Securities Administrators have published CSA Staff Notice 31-352 Monthly Suppression of Terrorism and Canadian Sanctions Reporting Obligations.
BC government announced policy decisions on the regulation of consumer cannabis. Each province to determine how cannabis will be distributed and sold in their jurisdictions
When should one ought to know that their tip is from an insider?
Today marks the first anniversary of the start of what was likely the most acrimonious proxy fight in Canada in 2017.
New statutory cause of action added to Ontario's securities legislation, meaning that reprisal claims by whistleblowers may be filed in court or through arbitration.
Key Corporate Governance and Disclosure Developments in 2017
CSA Consider Reforms to Determining Director and Audit Committee Member Independence
CSA Publishes Review of Disclosure of Women on Boards and in Executive Officer Positions
OSC Grants Exemptive Relief to Token Funder Inc.
Securities Regulators Ban Short-Term Binary Options
CSA Releases Oversight Review Report of the MFDA
Divergent Regulatory Approaches to Cryptocurrency Offerings: Developments in Canada, the United States, and China
CSA amendments to NI 31-103 and NI 33-109 to enhance custody requirements and housekeeping changes
Ontario Government to Grow LCBO: Recreational Cannabis to be sold at Government Stores
McMillan Advises on First Initial Coin Offering Granted Exemptive Relief by Canadian Securities Regulators
Strong Roots in Stormy Weather: Federal Government Affirms Commitment to Legalize Cannabis by July 2018 in Light of Premier Uncertainty
MFDA Announces New Proficiency Standards for Selling ETFs
HKEX's Proposed New Board Presents Unique Opportunities for Early Stage Tech Canadian Companies
SCC Confirms Directors Can Be Personally Liable in Cases of Oppression
Canadian Securities Administrators Propose New Prospectus Exemption for Resale of Securities of a Foreign Issuer
Compliant at this Time: Canada's Options Regarding its Treaty Obligations and the Legalization and Regulation of Non-Medical Cannabis
Proposed Amendments to TSX Company Manual relating to Personal Information Forms, Declaration Forms, and Listing Applications
Investment Canada Act Threshold Increases to $1 Billion (Cdn)
Regulatory Reset for Reports of Canadian Private Placements
Taking CASL by Storm: Compliance Tips for Investment Fund Managers
Ontario Divisional Court Decision Confirms Shareholders' Right to Requisition a Meeting
Regulators Rethink "Best Interest" Standard for Registrants
Proxy Access in Canada -- Another US Corporate Law Practice Makes Its Way Up North
Reducing Regulatory Burdens for Reporting Issuers – CSA Seeks Public Comment
Prohibition to Go Up in Smoke: Government of Canada Introduces Legislation to Legalize and Regulate Non-Medical Access to Cannabis
The tides are changing for cyber regulation, and you may need to take action in order to stay afloat
The US Trust Indenture Act, Out of Court Restructurings and the Marblegate Decision
The OSC's Draft Statement of Priorities for 2017-2018
Regulators Release Detailed Data from Review of Women on Boards and in Executive Officer Positions
Interoil/Exxon Plan of Arrangement: Third Time's A Charm
TSX Issuers to Review Majority Voting Policies after TSX Identifies Deficiencies
The Concerns with Social Media use by Reporting Issuers in Canada
Changes to TSX-V Policy 5.2 to Impact Issuers - Undertaking a Change of Business or Reverse Takeover
CSA Publish Final Proxy Voting Protocols
Consultation on the Option of Discontinuing Embedded Commissions
CSA Provides Cybersecurity Risk Disclosure Guidance and Best Practices for Reporting Issuers
No Changes to Arrangements: Alberta Court of Appeal Upholds Directors' Choice of Transaction Structure in Merger of Marquee Energy Ltd. and Alberta Oilsands Inc.
China's Capital Controls - Implications for China Focused Companies
Task Force Releases Report on Cannabis Legalization in Canada
CSA Release MFDA Oversight Review Report
Hecla Decision—The British Columbia Securities Commission Continues to Narrow the Use of the Public Interest Power
Court of Appeal Overturns Approval of US$2.3 Billion Merger Between InterOil and ExxonMobil
Introducing Liquid Alternatives: Game changer for Canadian hedge funds
Women on Boards: Regulators Release Modest Results of "Comply or Explain" Disclosure Requirements
CSA Publish Update on Cybersecurity for Market Participants
CSA Publishes Results of Annual Continuous Disclosure Reviews
OSC Proposes New Rule Regarding Distributions Outside of Canada
Prospectus Exemption for Start-Up Businesses
Senate Committee Report Promotes Dismantling Internal Trade Barriers within Canada
Let the Good Times Roll: Court Allows the Free Flow of Liquor Across Provincial Borders
Tips for Startups – Understanding the Stages of Equity Financing
Adoption of Amendments to Start-up Crowdfunding Blanket Orders
Tips for Startups - Understanding Debt vs. Equity Investments
Will Virtual Meetings Become a Reality in Canada?
CSA Propose Reforms to the Client-Registrant Relationship Model and a Regulatory Best Interest Standard
Proposed Amendments to TSX Company Manual relating to Disclosure Requirements for Issuer Websites and Security Based Compensation Arrangements
For organizations considering, preparing for, or undergoing a major transaction – be it an IPO, sale or a milestone event – building a strategy to stay ahead can be a challenge.
Venture Issuers are Reminded to Consider Recent Regulatory Developments
TSX Seeks Public Comment on Proposed Amendments to DRIP Rules
CSA Provides Further Guidance to NI 31-103 Cost Disclosure and Performance Reports
Do Securities Laws Apply to Private Ontario Companies?
Conduct Controlled: CSA Proposes Derivatives Business Conduct Rules
CSA Publishes Final Report on Proxy Voting Infrastructure and Proposes Voting Protocols
New Investment Dealer Prospectus Exemption Adopted
CSA Updates Guidance on Disclosure of Non-GAAP Financial Measures
TSX and TSXV provide guidance on new rights offering exemptions
Can the New Crowdfunding Exemption Be Used for Debt Securities?
On December 10, 2015, the Canadian Securities Administrators published proposed amendments to risk disclosure requirements for mutual funds and exchange-traded mutual funds.
Ontario Securities Commission: Please Comment on Whistleblower Policy
Ontario Securities Commission: Please Comment on Whistleblower Policy
Progress on gender diversity, but still work to be done: CSA reports on compliance with the new gender diversity disclosure rules
Rights (offering) on the money: CSA announces changes to rights offering prospectus exemptions
It is Time to Rethink the Use of Fiduciary Out Termination Provisions and the Restriction on Changes in Board Recommendation in Canadian Merger Agreements1
Federal Government Issues Guidance under the Extractive Sector Transparency Measures Act
Shrink-wrapped: Why foreign issuers may still require a Canadian wrapper
2 Become 1: CSA Proposes Creation of Single Exempt Distribution Reporting Regime
SPACs, The "New" Private Equity Vehicle in Canada – An Asset Class of $800M and Growing
CSA Proposes New Disclosure Requirement for Exchange Traded Funds
Canada Enacts Extractive Sector Transparency Measures Act
Certain Canadian Securities Regulators Adopt Crowdfunding Prospectus Exemption for Start-ups
Certain Canadian Securities Regulators Adopt Crowdfunding Prospectus Exemption for Start-ups
Certain Canadian Securities Regulators Adopt Crowdfunding Prospectus Exemption for Start-ups
Tapping Into New Markets – Dual Listing on the New Santiago Stock Exchange, Venture
OSC Adopts Existing Security Holder Prospectus Exemption
British Columbia Securities Commission Seeks to Limit Exercise of Public Interest Power in the Enforcement Context
Confidentiality Protections Squashed by SEC
Is Your Investor Presentation NI 43-101 Compliant? CSA Staff Notice 43-309 Review of Website Investor Presentations by Mining Issuers Provides Some Guidance
A Tailored Fit: Streamlined Disclosure Rules to Suit Venture Issuers
Limited Partnerships: When to Head to Manitoba and When to Stay at Home?
Time to Make it Clear, Part II: The CSA Publishes Notice and Request for Comments on Proposed Rules for Mandatory Central Counterparty Clearing of OTC Derivatives
CSA Adopts Amendments to Accredited Investor and Minimum Amount Investment Prospectus Exemptions
Managed Accounts are now Accredited Investors for Investment Funds in Ontario
Proxy Voting in Canada Needs Modernization
CSA Publishes Update on Proposal for Alternative Investment Funds
Different But The Same: Five Additional Provinces Propose OTC Derivatives Trade Reporting Rules
Voluntary Delisting and Deference: TSX Proposes Changes to the Company Manual
FINTRAC Releases Policy Interpretations Containing Guidance for International Dealers
TSX Proposes New Listing Requirements for Exchange Traded Products, Closed-End Funds and Structured Products
Galway Decision – The British Columbia Securities Commission Confirms Standard of Review for Stock Exchange Decisions
New Disclosure Rules for Women on Boards for the 2015 Proxy Season
The ability of the State or any agency thereof to mete out sanctions in circumstances where there has not been a contravention of a clearly delineated statutory provision has generally been the purview of dictators or absolute monarchs.
Augusta decision—the British Columbia Securities Commission holds that the Right of a Shareholder to Tender to a Bid Remains Paramount
Canadian Regulators Respond to Concerns of OTC Derivatives Market Participants: OSC Makes Amendments to Trade Reporting Rules
New Prospectus Exemption for Canadian Listed Issuers for Placements to Existing Security Holders
TSX Adoption of Amendments – Majority Voting Requirement
OSC Proposes Amendments to Form 58-101FI to Encourage Gender Diversity on Boards and in Senior Management
A New Opportunity for TSX-V Issuers: Proposed Prospectus Exemption for Placements to Existing Security Holders
OSC issues proposal on disclosure regarding women on boards and in senior management
Legal-Framework and Mechanics of Going Private Transactions in Canada
leniency applicants now debarred from federal procurement
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