It is likely that a trend will emerge in the coming months of cancelled transactions leading to litigation as to whether the impact of the novel coronavirus (“COVID-19”) amounts to a “disaster” or a force majeure under various agreements. Standard
Timely disclosure
Updates and Commentary on Current issues in M&A, Corporate Finance and Capital Markets
The blog published by Fasken Martineau DuMoulin LLP focuses on corporate and securities law topics relevant to public companies, particularly those listed on Canadian stock exchanges such as the TSX. It covers regulatory updates, proxy season developments, disclosure obligations, corporate governance issues including director elections and majority voting policies, prospectus exemptions like the Listed Issuer Financing Exemption (LIFE), and shareholder meeting procedures. The blog also addresses continuous disclosure requirements, proxy advisory firm guidelines, and amendments to the Canada Business Corporations Act affecting distributing corporations. It provides practical insights into compliance and governance challenges faced by issuers in the Canadian capital markets.
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Risk Factors and Disclosure in the Time of COVID-19
COVID-19 or coronavirus: everybody thinks about it, reads about it and talks about it, and, yet, we still ignore the full impact it will have on the world. So far, the outbreak of the virus disrupted supply chains, closed stores…
Canadian Securities Regulators Will Provide Blanket Relief to Market Participants due to COVID-19
On March 18, 2020, the Canadian Securities Administrators (CSA) issued a news release to advise that they will be providing temporary relief from some regulatory filings including financial statements, management’s discussion and analysis, management reports of fund performance, annual information…
A Harmonized Approach to Confidential Prospectus Pre-Filing Reviews
In Canada, the prospectus review process generally begins on the filing by an issuer of its preliminary prospectus. A challenge that issuers sometimes face with this approach flows from the potential for issues to be raised in the course of…
CSA Asks Reporting Issuers to Seek Management Cease Trade Orders if COVID-19 Will Impact Filing Deadlines
On March 16, 2020, the Canadian Securities Administrators (CSA) issued a news release to address how reporting issuers should handle any delays in their reporting obligations (CSA Release).
Any reporting issuer that anticipates the current COVID-19 outbreak will result in…
How to Self-Quarantine your Corporation’s AGM in the Context of COVID-19
As concerns increase over COVID-19 and measures have been established by governmental authorities to limit public gatherings and restrict travel, corporations are considering alternatives to in-person annual shareholders’ meetings. Holding your corporation’s shareholders’ meeting virtually, whether wholly or in part,…
Bringing Your Annual Meeting into the Digital Age – Two Years Later
In January 2018, we posted this article on Timely Disclosure, “Bringing Your Annual Meeting into the Digital Age”. Virtual annual meetings have become highly relevant in light of the Coronavirus or COVID-19 pandemic. Shareholders may well be reluctant to…
CSA Publish Revised Proposed Rules for Non-GAAP and Other Financial Measures Disclosure
On February 13, 2020, the Canadian Securities Administrators (the CSA) published revised versions of proposed National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure (Proposed Instrument), Companion Policy 52-112 Non-GAAP and Other Financial Measures Disclosure (Proposed Companion Policy) and the…
A Return to Predictability in Public M&A Share Valuation: The Yukon Court of Appeal Overturns Supreme Court of Yukon’s Decision in Carlock v. ExxonMobil Canada
Introduction
The Yukon Court of Appeal recently released its decision in Carlock v. ExxonMobil Canada Holdings ULC,[1] overturning the Supreme Court of Yukon’s unexpected decision to award dissenting shareholders a 43% premium over the negotiated deal price in ExxonMobil…