It was a busy year for Canadian securities regulators and market participants. Virtually every area of securities law from M&A to corporate finance to continuous disclosure to registrant regulation and derivatives underwent significant developments.
We have recapped some of the principal developments and some of our more popular posts here:
- In March, the Canadian Securities Administrators (CSA) published their eagerly anticipated proposed amendments to the Canadian take-over bid regime.
- The private placement rules were significantly revamped through a number of developments throughout the year including with significant amendments to the accredited investor and minimum amount prospectus exemptions. In addition, the existing security holder exemption, the Ontario friends, family and business associates exemption and the rights offering exemption were each introduced this year. It was also announced that the OM exemption and the crowdfunding exemption would come into force in Ontario in early 2016. In a related development, the TSXV adopted amended rules for private placements in January 2015.
- Another key development with respect to foreign private placements came into force on September 8, 2015 – the introduction of wrapper relief for eligible foreign securities.
- Venture issuers were provided relief from certain continuous disclosure obligations, including with respect to business acquisition reports, executive compensation disclosure and interim MD&A.
- Amendments to the TSX Company Manual were made effective September 17, 2015 to add various requirements for non-corporate issuers such as exchange traded funds and non-redeemable investment funds.
- The registrant regulatory framework under National Instrument 31-103 Registration Requirements, Exemption and Ongoing Registrant Obligations was amended in January to place restrictions on exempt market dealers, to limit availability of registration exemptions and to harmonize sub-adviser exemption.
- It was also a big year for derivatives regulation as trade reporting rule amendments and mandatory derivatives clearing were proposed and among other developments.
Several other developments are also noteworthy. Those include the Government of Canada proclaiming theExtractive Sector Transparency Measures Act into force, the introduction of SPACs in Canada, preparations for the Canada’s implementation of the OECD’s common reporting standard, an OSC report on related party transaction disclosure, a CSA staff review of “women on boards” disclosure and amendments to the Securities Act (Ontario) related to insider trading and record-keeping requirements.