Fasken Martineau DuMoulin LLP

Additional Proficiency Options for Distributing Alternative Mutual Funds

By Élise Renaud, François Brais & Jean-Philippe Joyal

February 24, 2021

On January 3, 2019, the final phase of the Canadian Securities Administrators (“CSA”)’s Modernization of Investment Fund Product Regulation Project relating to the establishment of a regulatory framework for alternative mutual funds came into effect. These amendments introduced a new category of mutual funds, “alternative mutual funds”, which are mutual funds that have adopted investment objectives that permit those funds to invest in physical commodities or specified derivatives, borrow cash or engage in short selling…

Timely disclosure

Nouvelles options de formation pour les OPC alternatifs

By Élise Renaud, François Brais & Jean-Philippe Joyal

February 24, 2021

Le 3 janvier 2019, la dernière étape du projet de modernisation de la réglementation des produits de fonds d’investissement des Autorités canadiennes en valeurs mobilières (les « ACVM ») concernant l’établissement d’un encadrement réglementaire des organismes de placement collectif est entrée en vigueur. Ces modifications ont introduit une nouvelle catégorie d’organismes de placement (ci-après, les « OPC »), soit les « OPC alternatifs », une expression qui désigne les OPC qui ont adopté des objectifs de placement leur permettant d’investir dans des…

Competition chronicle

2021 Merger Review Thresholds

By Justine Reisler

February 18, 2021

The Competition Bureau announced the 2021 transaction-size pre-merger notification threshold under the Competition Act is decreasing to C$93 million, effective February 13, 2021. Innovation, Science and Economic Development Canada also announced new, lower foreign investment review thresholds under the Investment Canada Act, effective January 1, 2021. These thresholds are adjusted annually based on GDP formulas. As a consequence, they generally increase each year. This year’s decrease in merger review thresholds is a consequence of Canada’s…

Timely disclosure

Causing a Ripple: SEC Files Lawsuit Alleging Unregistered Offering of XRP

By Daniel Fuke & Julie He

January 27, 2021

On December 22, 2020, the U.S. Securities and Exchange Commission (“SEC”) filed an action against Ripple Labs Inc. (“Ripple”), Christian Larsen, the company’s co-founder, executive chairman of its board, and former CEO; and Bradley Garlinghouse, the company’s current CEO (together, the “Defendants”) for conducting an unregistered securities offering with a total value of US$1.38 billion. The Defendants have sold over 14.6 billion units of Ripple’s digital asset known as “XRP” to investors in the U.S.…

Timely disclosure

Proxy Season Preview 2021: ESG Considerations

By Stephen Erlichman, Emilie Bundock, Grant McGlaughlin, Gordon Raman & David Salmon

January 21, 2021

On January 14, 2021, Laurel Hill Advisory Group (“Laurel Hill”) and Fasken hosted a webinar on ESG (environmental, social and governance) considerations of which companies should be aware for the upcoming 2021 proxy season. The webinar’s panelists were David Salmon of Laurel Hill and Emilie Bundock, Stephen Erlichman and Grant McGlaughlin of Fasken and was moderated by Gordon Raman of Fasken. Set out below are some of the comments made by the speakers on the…

Timely disclosure

Proxy Season Preview 2021

By Gordon Raman, Nazish Mirza, Matthew Rebus, Sarah Gingrich, Neil Kravitz, Bill Zawada & Valerie Douville

January 20, 2021

On January 14, 2021, the Toronto Stock Exchange (“TSX”), Laurel Hill Advisory Group (“Laurel Hill”) and Fasken hosted a conversation on important disclosure and corporate governance considerations for issuers leading into the 2021 proxy season. The panel discussed four discrete areas of recent developments in corporate governance which companies should be aware of before this upcoming 2021 proxy season: An Update from Proxy Advisory Firms An Update from the TSX Diversity Disclosure COVID-19: Lasting Repercussions…

Competition chronicle

What 2020 tells us about 2021 and beyond: Fasken’s Year-End Review of the Top 10 Trends in Canadian Competition, Marketing & Foreign Investment Law

By Huy Do, Tony Di Domenico, Andrew House, Chris Margison, Justine Reisler & Robin Spillette

January 18, 2021

Competition, marketing and foreign investment law saw a number of changes in the past year. Many of these changes were in response to the continuing COVID-19 pandemic, which has changed every aspect of how Canadians, businesses and government agencies operate. Despite the pandemic, the Competition Bureau (the “Bureau”) has actively continued its enforcement activity and provided a number of guidance documents to help businesses stay onside the Competition Act (the “Act”). Similarly, Canada’s Investment Review…

Competition chronicle

Reflecting on the phasing out of long-term exclusive lease provisions in South Africa

By Johan Coetzee

January 6, 2021

The use of long-term exclusive lease agreements by supermarkets in South Africa has been quite controversial over the last few years. Unsurprisingly, the impact of long-term exclusive lease agreements on local competition was one of the six objectives to be investigated by the Grocery Retail Market Inquiry[1] (“GRMI”) which was established on 30 October 2015. In the final report of the GRMI, which was published on 17 December 2019, it was recommended that the Competition Commission (“Commission”) must…

Timely disclosure

Glass Lewis and ISS Update Canadian Proxy Voting Guidelines for 2021

By Gordon Raman, Sarah Gingrich, Mark Kopitar & Nazish Mirza

December 24, 2020

Proxy advisory firms Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis) recently published updated guidelines governing shareholder meetings for the 2021 proxy season. The ISS Benchmark Policies for Canadian issuers and Glass Lewis Guidelines focused on key issues, including gender diversity, environmental and social risk oversight, board refreshment, and other corporate governance matters. These updates come in addition to the recent guidelines by ISS and Glass Lewis published in response to the…

Timely disclosure

No, you MAE not: Ontario Court Rules that Duo Bank Cannot Rely on Material Adverse Event Clause to Avoid Closing Fairstone Deal

By Brad Moore, Gesta Abols, Richard Steinberg & Heather Whiteside

December 23, 2020

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Several months ago we asked whether a COVID-19-related impact on a business might constitute a “Material Adverse Change” (referred to as a “MAC,” or a material adverse effect, “MAE”) under merger agreements, and we noted the near complete absence of case law on the issue in Canada (see: “COVID-19 and Material Adverse Change Provisions in M&A Agreements”). Fortunately, we now have some Canadian case law to provide guidance. A recent decision of the…

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Additional Proficiency Options for Distributing Alternative Mutual Funds

Nouvelles options de formation pour les OPC alternatifs

2021 Merger Review Thresholds

Causing a Ripple: SEC Files Lawsuit Alleging Unregistered Offering of XRP

Proxy Season Preview 2021: ESG Considerations

Proxy Season Preview 2021

What 2020 tells us about 2021 and beyond: Fasken’s Year-End Review of the Top 10 Trends in Canadian Competition, Marketing & Foreign Investment Law

Reflecting on the phasing out of long-term exclusive lease provisions in South Africa

Glass Lewis and ISS Update Canadian Proxy Voting Guidelines for 2021

No, you MAE not: Ontario Court Rules that Duo Bank Cannot Rely on Material Adverse Event Clause to Avoid Closing Fairstone Deal

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