fmc-law.com RSS Feeds - Publications - Securities | Corporate Financehttp://www.fmc-law.com/upload_net/rss/en/Securities_Corporate_Finance.xmlThu, 31 May 2012 10:01:37 GMTen-us5In a two-day span in October 2011, two Canadian securities commissions released their written decisions to allow shareholder rights plans (poison pills), which had been challenged by hostile take-over bidders, to remain in place for a specified time period following which they would be cease traded. In both cases, Re Mosaid Technologies Incorporated in Ontario and Re Afexa Life Sciences Inc. in Alberta, the reasons for the decisions made no mention of the pronouncements on directors’ fiduciary duties contained in the reasons of the Supreme Court of Canada in the 2008 case of BCE Inc. v. 1976 Debentureholders. These omissions served, along with the earlier commentary of the Ontario Securities Commission (OSC) in Baffinland quoted above, as additional confirmation that BCE would not play a role in the outcome of poison pill hearings, at least for the time being. This was the case despite an earlier, opposite indication from the OSC in Re Neo Material Technologies Inc. in 2009. Republished with permission. Read more by clicking the download button.http://www.fmc-law.com/Publications/0112_Update_Take_Over_Defensive_Tactics_Shay.aspxTue, 03 Jan 2012 07:00:00 GMThttp://www.fmc-law.com/Publications/0112_Update_Take_Over_Defensive_Tactics_Shay.aspxIn this issue of Focus on Securities | Corporate Finance, the following items are discussed: Amendments to the Statement of Executive Compensation Form - Daniel Katzin and Sam Khajeei British Columbia Court of Appeal Upholds Jurisdiction of the British Columbia Securities Commission - Carrie Schroeder Read more by clicking the download button.http://www.fmc-law.com/Publications/1211_Focus_on_Securities.aspxThu, 08 Dec 2011 07:00:00 GMThttp://www.fmc-law.com/Publications/1211_Focus_on_Securities.aspxThe Canadian Securities Administrators have published for comment significant proposed changes to their rules and policies governing the pre-marketing and marketing of prospectus offerings, other than mutual fund offerings. The changes, if enacted, would loosen some of the current restrictions that limit the marketing activities of investment dealers involved in public offerings and clarify the positions of the regulators in certain areas. A summary of the main proposals is set out below. Reference should be made to this link for further details: http://www.osc.gov.on.ca/en/SecuritiesLaw_rule_20111125_41-101_rfc-pro-amd-pre-marketing.htm Read more by clicking the download button.http://www.fmc-law.com/Publications/1111_Focus_On_Securities.aspxMon, 28 Nov 2011 07:00:00 GMThttp://www.fmc-law.com/Publications/1111_Focus_On_Securities.aspxOn November 10, 2011, the Canadian Securities Administrators (the “CSA”) announced that they are reviewing the $150,000 minimum amount prospectus exemption and the accredited investor prospectus exemption. The review has been initiated as a result of the global financial crisis and recent international regulatory developments. The CSA is engaging in the consultation to identify any issues that stakeholders may have about the use of the exemptions and to obtain information that will assist in deciding whether changes to the exemptions are necessary or appropriate. Read more by clicking the download button.http://www.fmc-law.com/Publications/1111_Focus_Securities_Corporate_Finance.aspxThu, 10 Nov 2011 07:00:00 GMThttp://www.fmc-law.com/Publications/1111_Focus_Securities_Corporate_Finance.aspxOn July 29, 2011 the Toronto Stock Exchange ("TSX") adopted, and the Ontario Securities Commission approved, the amendments to Part III, Part V and Part VI of the TSX Company Manual previously published in a request for comments on February 4, 2011. The amendments included a new subcategory of minimum listing requirements for oil and gas development stage companies. This category will facilitate the listing of companies that have significant contingent resources but no proved developed reserves which were a requirement under the former TSX standards. This category will be suitable for issuers with unconventional oil and gas assets, such as oil sands. Read more by clicking the download button.http://www.fmc-law.com/Publications/0911_Feeny_Gwenneth_Focus_On_Securities_Corporate_Finance.aspxWed, 21 Sep 2011 06:00:00 GMThttp://www.fmc-law.com/Publications/0911_Feeny_Gwenneth_Focus_On_Securities_Corporate_Finance.aspxThe Canadian Securities Administrators (the “CSA”) have published for a 90-day comment period proposed amendments to National Instrument 81-101 that are intended to implement Stage 2 of the point of sale disclosure framework originally published in October 2008 by the Joint Forum of Financial Market Regulators.  Stage 1, which came into force January 1, 2011, obligated mutual funds to produce and file a “Fund Facts” document, make it available on the fund’s or its fund manager’s website and provide it free of charge to investors on request. The Fund Facts document is a plain language document, no more than two pages (double-sided) in length, which highlights information that the CSA have determined to be critical to a potential investor’s understanding of the fund, including past performance, risks and the cost of investing. Stage 2 will require delivery of the Fund Facts to investors within two days of purchase of a mutual fund security. Read more by clicking the download button.http://www.fmc-law.com/Publications/0911_London_Steven_Focus_On_Securities_Corporate_Finance.aspxWed, 14 Sep 2011 06:00:00 GMThttp://www.fmc-law.com/Publications/0911_London_Steven_Focus_On_Securities_Corporate_Finance.aspxIn September 2009, new securities regulations came into force across all Canadian jurisdictions that imposed a registration obligation on any person or entity in the business of trading in securities distributed under a prospectus exemption. This new Exempt Market Dealer (“EMD”) category was designed to provide to securities regulators increased oversight and regulation of market participants in the exempt market. Previously, only Ontario and Newfoundland and Labrador imposed a Limited Market Dealer registration obligation, but that category did not impose as significant obligations as the new EMD category. Read more by clicking the download button.http://www.fmc-law.com/Publications/0911_Focus_On_Securities_Corporate_Finance_Steven_London.aspxTue, 13 Sep 2011 06:00:00 GMThttp://www.fmc-law.com/Publications/0911_Focus_On_Securities_Corporate_Finance_Steven_London.aspxIn this issue of Focus on Securities | Corporate Finance, Bill Gilliland and Dan Shea discuss the Proposed National Instrument 51-103. On May 31, 2010, the Canadian Securities Administrators (the “CSA”) released a consultation paper detailing a proposal to overhaul the securities regulatory regime applicable to venture issuers (other than issuers that fall within the definition of “venture issuer” under securities legislation by virtue of issuing only debt or preferred shares). The proposal was intended to initiate a consultation with market participants with the goal of developing an approach to venture issuer regulation that better reflects the needs and expectations of venture issuer investors and makes regulatory compliance more manageable. Read more by clicking the download button.http://www.fmc-law.com/Publications/0911_Focus_On_Securities_Corporate_Finance.aspxWed, 07 Sep 2011 06:00:00 GMThttp://www.fmc-law.com/Publications/0911_Focus_On_Securities_Corporate_Finance.aspxFairness opinions and their quality are not generally highly-charged, emotional subjects in Canada. In fact, the most notorious court case in the last several years that addressed fairness opinion issues did not even involve an actual fairness opinion — it was the lack of a fairness opinion that was a point of contention. Read more by clicking the download button.http://www.fmc-law.com/Publications/0611_Fairness_Opinions_Ralph_Shay.aspxMon, 06 Jun 2011 06:00:00 GMThttp://www.fmc-law.com/Publications/0611_Fairness_Opinions_Ralph_Shay.aspx