Stikeman Elliott, a leading Canadian business law firm, has published its second annual New Year’s advisory identifying the top 10 legal speed-bumps that are expected to confront Canadian businesses in the coming year.
Corporate governance issues and compliance with Canada’s growing array of complex Sarbanes-Oxley-like regulatory requirements pose the biggest legal challenge for CEOs and other business leaders, including in-house legal counsel, according to Stikeman Elliott’s advisory, “Top 10 Legal Speed-bumps Facing Canadian Business in 2005.” The other nine legal speed-bumps – including several with cross-border ramifications – identified by Stikeman Elliott lawyers are:
• Securities Law Reform;
• Pension Plan Underfunding;
• Class Actions;
• Increased D&O Liability Costs and Exposure;
• Cross-border Exposure;
• Currency, Commodity Price and Interest Rate Volatility;
• Privacy;
• Open Source Software; and
• Tax Changes.

The CRSTL Compliance System can help your company smooth out these speed bumps. Call our toll free number and ask us how.
To view the “Top 10 Legal Speed-bumps Facing Canadian Business in 2005” advisory
Read this Article (pdf)

The Canadian Securities Administrators have published for comment a revised National Instrument 44-101 – Short Form Prospectus Distributions (including a revised prospectus form). The instrument proposes to integrate and reflect the enhanced continuous disclosure requirements enacted since the short form prospectus rules were last updated in 2000. The instrument proposes a significant broadening of the qualification requirements to permit more issuers to access the system. It also proposes extending the pre-marketing period for bought deal financings to up to four business days prior to the filing of the preliminary prospectus.
Read this Article (pdf)

The Canadian Securities Administrators have published for comment proposed National Instrument 45-106 – Prospectus and Registration Exemptions. The Instrument consolidates and harmonizes the prospectus and registration exemptions contained in various provincial securities statutes and other instruments into a single national instrument. Concurrently, the Ontario Securities Commission has published for comment an amended and restated OSC Rule 45-501 – Ontario Prospectus and Registration Exemptions which consolidates many of Ontario’s local exemptions that are not included in the Proposed National Instrument.
Read this Article (pdf)

The new National Instrument 51-102 Continuous Disclosure Obligations introduced a number of changes to proxy circular, MD&A, AIF and other continuous disclosure requirements. A number of these changes are now effective for issuers currently preparing proxy circulars and annual information forms.
For the convenience of the recipients of the Blakes Bulletin on Securities Law, we are attaching links to previous Blakes Bulletins on Securities Law which summarized the changes introduced by the Continuous Disclosure Obligations National Instrument.

To access a copy of the following Blakes Bulletin discussing the New National Instrument on Continuous Disclosure Obligations for:

     - Financial Statements Filing Deadlines Changed, click here.
     - Changes to Proxy and Executive Compensation Disclosure, click here.
     - New Rules For Reporting MD&A, click here.
     - New Annual Information Form Requirements, click here.
     - Business Acquisition Reports & Material Change Reports, click here.
     - CSA Staff Notice – Frequently Asked Questions, click here.

Blakes, together with TSX Group Inc., the Canadian Investors Relations Institute and the Institute of Corporate Directors, has commissioned a national survey to determine views and benchmark practices respecting new corporate governance and disclosure requirements. This survey was conducted by Ipsos-Reid with over 650 corporate directors, chief financial officers, investor relations officers, general counsel and others responsible for corporate governance disclosure.
Read this Article (pdf)

On August 29, 2003, the Ontario Securities Commission (the "OSC") published for comment proposed OSC Rule 48-501 – Trading During Distributions, Formal Bids and Share Exchange Transactions ("Proposed Rule 48-501"). Proposed Rule 48-501 would restrict the trading activities of dealers, issuers, and others during distributions, take-over bids, issuer bids and similar transactions and replace existing OSC policies on trading during such transactions. On September 10, 2004, the OSC released amendments to Proposed Rule 48-501 (the "2004 Amendments"), which reflect comments received by the OSC from market participants and increase harmonization with counterpart rules, including Regulation M of the United States Securities and Exchange Commission ("Regulation M") and the Universal Market Integrity Rules ("UMIR Rules") of Market Regulation Services Inc. ("MRSI"). A Companion Policy has also been added.
Read this Article (pdf)