Jesse Bertollo

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On November 5, 2015 securities regulatory authorities in Manitoba, Ontario, Quebec, New Brunswick and Nova Scotia (Participating Jurisdictions) published in final form the long awaited crowdfunding regime: Multilateral Instrument 45-108 Crowdfunding (Crowdfunding Regime) which includes a crowdfunding prospectus exemption (Crowdfunding Exemption) and a registration framework for funding portals. The Crowdfunding Regime is set to come into force in the Participating Jurisdictions on January 25, 2016. Purpose of the Crowdfunding Regime For many small and medium…
Background On December 18, 2014, the Investment Industry Regulatory Organization of Canada (IIROC) published its final guidance note outlining common due diligence practices and suggestions for IIROC dealer members (Dealer Members) in underwritten public offerings of securities.  The guidance note follows IIROC’s March 6, 2014 proposed guidance and a three month public comment period. The guidance note urges Dealer Members to take an approach to due diligence that goes beyond the mere avoidance of liability…
On March 20, 2014, the Ontario Securities Commission (OSC) published a Notice and Request for Comment proposing four new capital raising prospectus exemptions in Ontario.  As previously discussed in Timely Disclosure, the OSC initiated a consultation process in December 2013 to consider prospectus  exemptions to facilitate capital raising. One of the new exemptions proposed is the crowdfunding exemption that would allow businesses to raise capital from a potentially large number of investors through an online…
On March 13, 2014, Canadian securities regulators in all jurisdictions except Ontario and Newfoundland adopted a prospectus exemption that will allow issuers listed on the Toronto Stock Exchange (TSX), the TSX Venture Exchange (TSXV) and the Canadian Securities Exchange (CSE) to raise money by issuing securities to existing security holders.  The proposed exemption was published for comment on November 21, 2013.  During the comment period the CSA received overwhelming support for the proposed exemption…
Overview On January 29, 2014 the TSX Venture Exchange (TSXV) published a bulletin providing some guidance to facilitate the listing process for issuers intending to list on the TSXV in the “Industrial, Technology and Life Science” category (Non-Resource Issuers).  The TSXV’s guidance is focused on two areas: clarifying the “history of operations/validation of business” initial listing requirement (Operations ILR) for Non-Resource Issuers; and enhancing the utility of pre-filing applications for all issuers by assessing an…
On November 21, 2013, Canadian securities regulators in all jurisdictions except Ontario and Newfoundland published for comment CSA Notice 45-312, which outlines a draft prospectus exemption for distributions to existing security holders (the Proposed Exemption).  The Proposed Exemption would provide issuers listed on the TSX Venture Exchange (TSXV) the ability to distribute securities to their existing security holders without a prospectus or disclosure document in certain circumstances. Background Under current Canadian securities legislation, issuers…