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Continuous Disclosure Obligations

An issuer filing a prospectus, listing its securities on a Canadian stock exchange or acquiring a Canadian reporting issuer through a share exchange transaction, will become a “reporting issuer,” and thereby become subject to various continuous and timely disclosure obligations. These include the requirement to prepare and file quarterly and annual financial statements and the related management’s discussion and analysis, as well as an annual information form and reports with respect to material changes in the affairs of the issuer. Directors, officers and other “insiders” of the issuer will be required to file reports with respect to any trading they conduct in securities of the issuer and will be precluded from trading in the issuer’s securities if they possess any material non-public information about the issuer. Management information circulars must be prepared for annual and special shareholder meetings and must contain prescribed disclosure, including comprehensive disclosure on executive compensation in the case of annual general meetings or other meetings where directors will be elected or executive compensation will be voted on.

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Foreign issuers that meet certain conditions and have become reporting issuers in Canada, whether by listing on a Canadian exchange or by acquiring a Canadian reporting issuer through a share exchange transaction, may generally satisfy their ongoing continuous disclosure obligations in Canada by filing their home jurisdiction documents.

The CSA has adopted various instruments modeled on U.S. Sarbanes-Oxley legislation. These include a national instrument on auditor oversight, a national instrument requiring CEO and CFO certifications and a national instrument on audit committees. In addition, a national instrument and a national policy have been adopted on corporate governance. The latter sets out guidelines for corporate governance; the former requires issuers to disclose, on an annual basis, their corporate governance practices.

Canadian and U.S. securities regulatory authorities have implemented a multi-jurisdictional disclosure system (MJDS) that enables securities of large U.S. issuers to be offered to the public in Canada using a U.S. registration statement that has been reviewed only by the U.S. Securities and Exchange Commission (SEC). Corporations with securities listed on a Canadian stock exchange are subject to the rules and regulations of that exchange.


在加拿大提交招股说明书的,在加拿大证券交易所上市的,或通过证券交易收购一家有加拿大披露义务的发行人,均使其成为“有披露义务的发行人”(“reporting issuer”),从而将负有各种适时和不断的信息披露义务。此信息披露义务列有按要求准备并递交季度和年度财务报表与对其相关的管理层讨论和分析,以及有关发行人重大事务变更的年度信息报表和报告。发行人的董事、高级管理人员和其它“内幕人士”均须按规定提交关于他们对发行人证券交易的报告。另外,如果他们知悉发行人任何未公开的重要信息,将会被禁止对发行人证券的交易。



加拿大证券管理员(简称“CSA”)已经采纳了仿照美国萨班斯-奥克斯利法案的各种法规,其中包括关于审计监督,首席行政官(简称“CEO”)和首席财务官(简称“CFO”)鉴定事项,以及规范审计委员会的国家级文书。这些文书要求发行人按年度披露公司治理的实践。此外,CSA 还采纳了规范公司治理的指导原则的国家级文书和政策。





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