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Timely disclosure

Le projet de modification de la déclaration d’acquisition d’entreprise (« DAE ») annonce un allégement du fardeau réglementaire des émetteurs assujettis

By Marie-Christine Valois

November 21, 2019

Après près de quinze ans de règne paisible, les exigences relatives à la déclaration d’acquisition d’entreprise (« DAE ») applicables aux émetteurs non émergents sont sur le point d’être assouplies. Aux termes des modifications proposées, un émetteur assujetti qui n’est pas un émetteur émergent devra déposer une DAE uniquement si deux des trois critères de significativité actuels sont satisfaits, comparativement à un seulement dans le cas présent, tandis que le seuil de ces critères de significativité sera rehaussé…

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BC Government Proposes to Give BC Securities Commission the Strongest Powers Across Canada to Protect Investors

By Gosia Piasecka

November 4, 2019

The BC government proposes sweeping changes to the Securities Act (British Columbia) (the “Act”), which will allow the British Columbia Securities Commission (“BCSC”) to better address white collar investment crime. Proposed through Bill 33 Securities Amendment Act, 2019, the amendments will provide the BCSC with some of the strongest powers in Canada to protect investors and enforce sanctions. These are the first major revisions to the legislation in almost a decade. Government Sought Changes Two…

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Developments in Private Equity and Fund Formation – ILPA Publishes its Model LPA

By Jonathan Halwagi, Anabel Quessy & Jean-Philippe Joyal

October 30, 2019

On October 30, 2019, the International Limited Partner Association (ILPA) published its model limited partnership agreement (LPA) template for private equity. The model LPA is available online by clicking here and constitutes a Delaware-law based “whole of fund” waterfall LPA that can be used to structure investments into traditional private equity buyout funds. It is expected that additional models of LPAs, including one based on a “deal-by-deal” waterfall will be published by ILPA in the…

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Proposed BAR Amendments Means Regulatory Relief for Reporting Issuers

By Marie-Christine Valois

October 30, 2019

After almost fifteen years of undisturbed reign, the Business Acquisition Report (BAR) requirements for non-venture issuers are about to be relaxed. Proposed amendments will require that non-venture issuers file a BAR only if two of the three existing significance tests are triggered, as opposed to only one, and the triggering threshold for such significance tests will be increased from 20% to 30%. The main objective is to eliminate any unnecessary burden on the reporting issuers…

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BCSC Requires Electronic Filing of Annual Reports of Exempt Distributions by Investment Fund Issuers

By Andrea Kruyne & Patricia Grinnell

October 7, 2019

Effective September 30, 2019, the British Columbia Securities Commission (BCSC) adopted amendments which now require investment fund issuers to file annual reports of exempt distributions online through the BCSC eServices system, as opposed to submitting the annual reports in paper format as was previously required. In anticipation of the next upcoming filing deadline on January 30, 2020, non-reporting investment fund issuers will need to create a profile in the BCSC eServices system prior to filing…

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OSC Amendment Regarding Fee Certification Process for Market Participants

By Garth Foster, Ederlyn Magno & Sarah Benoit

September 30, 2019

On September 12, 2019, the Ontario Securities Commission (the OSC) issued a news release regarding certain amendments as to who can certify a registrant’s annual fee calculation form in Ontario (a Form 13-502F4), which also applies to foreign registrants relying on an international registration exemption in Ontario (each an unregistered registrant). Whereas a Form 13-502F4 previously had to be certified and submitted to the OSC by the registrant’s or unregistered registrant’s Chief Compliance Officer (the…

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Developments in Private Equity and Fund Formation – ILPA Principles 3.0

By Jonathan Halwagi & Anabel Quessy

September 6, 2019

The Institutional Limited Partners Association (« ILPA ») is a global organization dedicated to advancing the interests and maximizing the performance of limited partners (« LPs ») in the context of private equity funds. The ILPA constitutes a forum for LPs and general partners (« GPs ») to engage in constructive dialog with respect to alignment of interests, governance, transparency and industry’s best practices. In 2009, the ILPA published the ILPA principles which are regarded by market participants as the gold…

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Ontario Securities Commission and CoinLaunch Settle Regarding Unregistered Activities

By Daniel Fuke & Andrew Gunpat

September 5, 2019

On July 24, 2019, the Ontario Securities Commission (the “OSC”) approved a settlement agreement with CoinLaunch Corp. (“CoinLaunch”), a provider of various ICO-related services in the crypto industry. Following an investigation by the OSC, it was determined that CoinLaunch engaged in and held itself out as engaging in the business of trading in securities, without registration under Ontario’s Securities Act (the “Act”). As a result of the investigation and resulting settlement, CoinLaunch was subjected to…

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Private Equity in the Cross-Hairs of the Competition Regulator: Lessons Learned from Thoma Bravo

By Grant McGlaughlin, Gesta Abols, John Pecman, Huy Do & Tony Di Domenico

August 27, 2019

In recent years, competition/antitrust enforcers around the world, including Canada, have taken a marked interest in private equity deals. As part of a broader global trend of tougher merger enforcement, private equity firms that have taken ownership positions (controlling or minority) in portfolio companies that are competitors have been subject to heightened scrutiny. The litigation and subsequent settlement in involving Canada’s Competition Bureau and Thoma Bravo is the most recent example.…

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Dianor Resolved – Jurisdiction to Vest Off Interests in Land in Receivership Upheld, but GORs Hard to Impair

By Stuart Brotman & Dylan Chochla

July 10, 2019

Introduction In a number of recent cases, Canadian courts have demonstrated a willingness to vest mining claims free of royalty rights notwithstanding that those rights might constitute interests in land. One such case before the courts in Ontario is Third Eye Capital Corporation v. Ressources Dianor Inc./Dianor Resources Inc.…

Timely disclosure

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

Blog Authors

Le projet de modification de la déclaration d’acquisition d’entreprise (« DAE ») annonce un allégement du fardeau réglementaire des émetteurs assujettis

BC Government Proposes to Give BC Securities Commission the Strongest Powers Across Canada to Protect Investors

Developments in Private Equity and Fund Formation – ILPA Publishes its Model LPA

Proposed BAR Amendments Means Regulatory Relief for Reporting Issuers

BCSC Requires Electronic Filing of Annual Reports of Exempt Distributions by Investment Fund Issuers

OSC Amendment Regarding Fee Certification Process for Market Participants

Developments in Private Equity and Fund Formation – ILPA Principles 3.0

Ontario Securities Commission and CoinLaunch Settle Regarding Unregistered Activities

Private Equity in the Cross-Hairs of the Competition Regulator: Lessons Learned from Thoma Bravo

Dianor Resolved – Jurisdiction to Vest Off Interests in Land in Receivership Upheld, but GORs Hard to Impair

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