OSC

On August 17, 2010, the Ontario Securities Commission released its annual report for 2010. The following is noteworthy.

  • There were 16 proceedings involving 32 respondents, down from 21 and 46, respectively in the prior year
  • There were 18 cease trade orders and 18 director and officer bans, down from 23 and 29, respectively in the prior year
  • Penalties, disgorgement orders and settlement amounts totalled approximately $36 million, down from approximately $86 million in the prior year, of which $68 million was the repayment by three individuals to Research In Motion Ltd. pursuant to a settlement with the OSC.7

CSA

On April 30, 2010, the Canadian Securities Regulators (CSA) released CSA Staff Notice 55-315 - Frequently Asked Questions about National Instrument 55-104 Insider Reporting Requirements and Exemptions to assist reporting insiders with respect to the new regime and to promote consistency in electronic filings on the System for Electronic Disclosure by Insiders (SEDI).8

On June 11, 2010, the CSA released:

  • CSA Staff Notice 55-312 - Insider Reporting Guidelines for Certain Derivative Transactions (Equity Monetization (Revised), which revised the notice first published on February 27, 2004
  • CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and the System for Electronic Disclosure by Insiders (SEDI), which replaces CSA Staff Notice 55-308 - Questions on Insider Reporting and CSA Staff Notice 55-310 - Questions and Answers on the System for Electronic Disclosure by Insiders (SEDI)9

On July 9, 2010, the CSA announced the Results of Continuous Disclosure Reviews for Fiscal 2010. Of the 4,200 reporting issuers, other than investment funds, subject to regular reviews, 1,351 were reviewed. This represents a 23 per cent increase from fiscal 2009, mainly due to the completion of the International Financial Reporting Standards (IFRS) transition disclosure reviews. The results of this year’s reviews are as follows:

  • 43 per cent were required to enhance future filings
  • 9 per cent were proactively alerted to specific areas where disclosure enhancements should be considered
  • 16 per cent were required to amend or re-file certain documents, some of which included the Form 51-102F6 Statement of Executive Compensation
  • 4 per cent had critical deficiencies and may be added to the default list, issued a cease trade order or referred to Enforcement.
  • 28 per cent required no changes.10