The Ontario Securities Commission, like several other regulatory investigators, has extensive power to compel testimony and require the disclosure of documents and information. A recent decision of the OSC, B (Re) (2020 ONSEC 21), has highlighted a gap in the Commission’s power to compel testimony from a witness where such testimony may constitute a breach of the witness’s contractual obligations to a third party. The Case Staff of the Commission is conducting an investigation…

Timely disclosure

MAC Attack – Settlement of Rifco and CanCap Dispute

By Gesta Abols, Sarah Gingrich, Darren Reed & Perry Feldman

August 10, 2020

Further to our earlier post discussing COVID-19 and Material Adverse Change (“MAC”) provisions in merger and acquisition agreements, and the procedural ruling in respect of the dispute involving Rifco Inc. (“Rifco”), ACC Holdings Inc. (“Purchaser”), and the Purchaser’s parent company, CanCap Management Inc. (“CanCap”), each of Rifco, the Purchaser and CanCap, (collectively, the “Parties”) settled their claims against each other for a payment by CanCap and the Purchaser to Rifco of an aggregate of $1.5…

Timely disclosure

Expect Big Changes to SROs: CSA Releases its Consultation Paper for a Revised SRO Framework

By Brad Moore & Robert Marks

July 3, 2020

Introduction On June 25, 2020 the Canadian Securities Administrators (“CSA”) released their Consultation Paper 25-402 – Consultation on the Self-Regulation Organization Framework (“Consultation Paper”). The Consultation Paper discusses seven key issues of the existing framework for self-regulatory organizations (“SROs”) and is seeking feedback from industry representatives, investor advocates, and the public on how the innovation and development of the financial services industry has impacted the current regulatory regime. CSA announced its plan to undertake this…

Timely disclosure

New Rules Simplify at-the-market (ATM) Offerings in Canada

By Alex Nikolic & Zach Austin

July 3, 2020

Overview In an effort to reduce the regulatory burden for issuers who wish to conduct “at-the-market” (“ATM”) offerings in Canada and facilitate capital raising by public companies, the Canadian Securities Administrators (the “CSA”) announced significant amendments (the “Amendments”) to the ATM distribution regime under National Instrument 44-102 – Shelf Distributions (“NI 44-102”) and Companion Policy 44-102CP. Notably, the Amendments, which will become effective on August 31, 2020, will streamline the process for ATM offerings in…

Timely disclosure

Private Equity Point of View: Navigating Through, and Emerging From, the Crisis

By Gordon Raman, Bryn Berry & Jamie Windle

June 26, 2020

In late May 2020, BDO Canada and Fasken hosted a conversation with leading private equity (PE) firms on the slumping market conditions around the COVID-19 crisis. The panel identified two discrete steps in the PE response: Navigating current market conditions Emerging from these conditions to thrive The webinar discussion featured Chad Danard of TriWest Capital Partners, Sameer Patel of Angeles Equity Partners, and Ted Mocarski of Novacap. 1. Navigating current market conditions The PE-portfolio company…

Timely disclosure

See You at the Market!

By John Sabetti, Steve Saville, Sarah Gingrich, Samuel Li & Perry Feldman

June 24, 2020

“At-The-Market”, or ATM, offerings are likely to continue gaining traction in Canada following the publication of a notice of amendments (the Amendments) to National Instrument 44-102 Shelf Distributions (NI 44-102) by the Canadian Securities Administrators (CSA). The key features of the Amendments are as follows: The Amendments will come into force on August 31, 2020 (subject to ministerial approvals). Canadian ATM offering procedures will be streamlined, resulting in time and cost efficiencies. The Amendments should…

Timely disclosure

Show-Stopper: Failed Cineworld-Cineplex Deal Could Lead to MAC Litigation

By Brad Moore, Bradley Freelan & Montana Licari

June 18, 2020

The Deal On December 15, 2019, United Kingdom-based Cineworld Group plc (“Cineworld”), the second largest cinema chain worldwide, entered into an arrangement agreement (the “Arrangement Agreement”) with Cineplex Inc. (“Cineplex”) whereby Cineworld would acquire all of the issued and outstanding shares of Cineplex for $34 per share in cash, representing a premium of 42% to the closing price on the Toronto Stock Exchange (“TSX”) and a premium of 39% to the volume weighted average share…

Timely disclosure

Client Relationship Managers

By Garth Foster & Ederlyn Magno

June 18, 2020

achievement-agreement-body-language-1179804

Client Relationship Managers On June 10, 2020, the Canadian Securities Administrators sent out a notice by means of a broadcast e-mail (the Notice) confirming that effective immediately portfolio managers (a PM) can register “client relationship management” (CRM) specialists as advising representatives (AR). A CRM can interact with clients, but cannot give stock picking advice (e.g., analyzing and selecting individual securities) to clients, and there registration as a CRM is subject to certain terms and conditions…

Timely disclosure

Tendances de l’industrie québécoise de l’investissement – T1 2020 / Tendencies in Quebec’s Investment Industry – Q1 2020

By Cristel Chabot-Lapointe, Véronique Harvey-Bertrand & Michèle Orr Gaucher

June 17, 2020

Tendances de l’industrie québécoise de l’investissement – T1 2020 Les données sont enfin disponibles! Réseau Capital et l’Association canadienne du capital de risque et du capital d’investissement ont publié ce mercredi leur Aperçu du marché québécois du capital de risque et du capital de développement pour le premier trimestre de 2020.…

Timely disclosure

CSIS cautions on foreign investment’s potentially negative impact to Canadian businesses and economic security; tighter rules for foreign investment

By Elyse Velagic & Montana Licari

June 12, 2020

What is CSIS? The Canadian Security Intelligence Service (“CSIS”) is Canada’s principal national intelligence service. CSIS investigates actions believed to constitute a threat to the security and safety of Canada. Arguably, CSIS’ role is even greater given the population’s need to trust and rely on its national intuitions, including its security and intelligence, during the COVID-19 pandemic. CSIS’ uniquely defensive purpose is to monitor, collect and investigate Canada’s security threats, including economic espionage and foreign-influenced…

Timely disclosure

Updates and Commentary on Current issues in M&A, Corporate Finance and Capital Markets

Blog Authors

Recent OSC Decision Raises Uncertainty for Witnesses Responding to a Summons

MAC Attack – Settlement of Rifco and CanCap Dispute

Expect Big Changes to SROs: CSA Releases its Consultation Paper for a Revised SRO Framework

New Rules Simplify at-the-market (ATM) Offerings in Canada

Private Equity Point of View: Navigating Through, and Emerging From, the Crisis

See You at the Market!

Show-Stopper: Failed Cineworld-Cineplex Deal Could Lead to MAC Litigation

Client Relationship Managers

Tendances de l’industrie québécoise de l’investissement – T1 2020 / Tendencies in Quebec’s Investment Industry – Q1 2020

CSIS cautions on foreign investment’s potentially negative impact to Canadian businesses and economic security; tighter rules for foreign investment

Stay Connected

Company

Products

Support

New to the Network