Set out below is a list of recent initiatives and decisions of Canadian securities regulatory authorities and courts that we believe would be of interest to mining companies and their public markets advisors. Please contact us if you would like additional information about any of these items.
- The Canadian Securities Administrators (the CSA) — with the exception of the Ontario Securities Commission (the OSC) — have implemented a securities passport system, and have introduced a streamlined review process for the “passport” jurisdictions and for Ontario when dealing with prospectuses and applications for exemptive relief.
- The CSA have substantially harmonized their take-over bid and issuer bid rules (although the OSC did so through its own legislation and rules, while the remaining jurisdictions did so through Multilateral Instrument 62-104 Take-Over Bids and Issuer Bids).
- The OSC and Autorité des Marchés Financiers have harmonized their rules related to insider bids, issuer bids, business combinations and related party transactions by implementing Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions.
- The OSC released the decision of a panel of its Commissioners on In the Matter of AiT Advanced Information Technologies Corporation. This decision provides some clarity on the timing requirements for publicly disclosing a pending M&A transaction.
- The CSA have revoked National Policy 48 Future-Oriented Financial Information, and have amended National Instrument 51-102 Continuous Disclosure Obligations to provide for a new set of rules governing the use of future-oriented financial information.
- The CSA are amending National Instrument 51-102 Continuous Disclosure Obligations to require material contracts entered into “in the ordinary course of business” to be filed on SEDAR.
- The CSA have released CSA Concept Paper 52-402 Possible Changes to Securities Rules Relating to International Financial Reporting Standards.
- The Continuous Disclosure Review team of the OSC has published a report that includes a summary of the results of its targeted review of disclosure of environmental-related matters by reporting issuers as well as recommendations for appropriate disclosure of environmental-related matters.
- The Supreme Court of Canada affirmed the Ontario Court of Appeal’s decision in Kerr v. Danier Leather, one of the first major Canadian court judgments interpreting prospectus disclosure requirements under Canadian securities legislation. The case addressed an issuer’s obligation to update a prospectus for changes of material facts occurring subsequent to final prospectus qualification but prior to closing of the subject offering.