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Canadian Securities Regulatory Monitor News and Insight

Tag Archives: TSX

TSX Releases Guidance With Respect to the Information Required by Issuers When Completing TSX Form 11 — Notice of Private Placement

Posted in Industry News

On November 2, 2017, the Toronto Stock Exchange (TSX) released brief guidance (the Guidance) with respect to the information required by issuers when completing TSX Form 11 — Notice of Private Placement (Form 11) of the TSX Company Manual (the Manual).

Pursuant to Section 607 of the Manual, a company that wants to complete a private placement of securities that are listed on the TSX or convertible into or exchangeable for securities of a class listed on the TSX is required to provide the TSX with notice of such proposed private placement by completing … Continue Reading

TSX Adopts New Disclosure Requirements for Websites and Security-based Compensation Arrangements

Posted in Continuous and Timely Disclosure, Industry News, Marketplaces

On October 19, 2017, the Toronto Stock Exchange (“TSX”) announced amendments to the TSX Company Manual which introduce new website and security-based compensation arrangement disclosure requirements for most TSX-listed issuers.

The website disclosure amendments are intended to improve the accessibility of information to investors by centralizing the location of certain publicly-available documents and will be effective as of April 1, 2018.

The amendments to the security-based compensation arrangement disclosure requirements were introduced to enhance and clarify the disclosure of security-based compensation arrangements and better align the TSX disclosure requirements with the executive compensation disclosure requirements under Canadian securities … Continue Reading

TSX Releases Guidance with respect to Majority Voting Policies and Advance Notice Policies

Posted in Continuous and Timely Disclosure, Industry News, Uncategorized

On March 9, 2017, Toronto Stock Exchange issued Staff Notice 2017‑001 (the “Notice”), which provides guidance with respect to the TSX’s majority voting requirements for the election of directors (“Majority Voting Requirements”) and the use of advance notice policies and by-laws.

This guidance will be noteworthy for TSX‑listed companies whose majority voting policy and/or advance notice policy or by‑law has not yet been subject to review by the TSX. Such companies should assess their majority voting policy and any advance notice policy or by-law against the guidance in the Notice as soon as possible so that … Continue Reading

TSX Releases Guidance with Respect to Pricing a Prospectus Offering or Private Placement where there is Undisclosed Material Information

Posted in Capital Markets, Corporate Finance

On October 11, 2016, TSX released guidance with respect to pricing a prospectus offering or private placement where there is undisclosed material information. This guidance will be of particular interest to TSX-listed companies contemplating a prospectus offering or private placement of securities, where the proceeds of such financing are to be used to fund an acquisition.

On October 11, 2016, Toronto Stock Exchange (TSX) issued Staff Notice 2016-0006 (the Notice), providing guidance with respect to pricing a prospectus offering or private placement where there is undisclosed material information. This guidance will be of particular interest to TSX-listed … Continue Reading

TSX’s New DRIP Rules Now in Effect

Posted in Corporate Finance, Industry News

Effective September 1, 2016, the Toronto Stock Exchange adopted new rules governing dividend / distribution reinvestment plans, which apply to new plans, and amendments to existing plans.

Effective September 1, 2016, the Toronto Stock Exchange (“TSX”) adopted new rules governing dividend / distribution reinvestment plans (“DRIPs”). The new rules are reflected in amendments to Section 6.17.1(c) of the TSX Company Manual.

Prior to the amendments coming into effect, there were no specific requirements applicable to DRIPs in the TSX Company Manual; instead companies and their legal counsel would reach out to the TSX on an … Continue Reading

TSX Provides Guidance to Issuers with Significant Connections to Emerging Market Jurisdictions

Posted in Capital Markets, Corporate Finance

Earlier this week the Toronto Stock Exchange (the “TSX”) published Staff Notice 2015-0001 (the “notice”), providing guidance to applicants and issuers with significant connections to emerging market jurisdictions (“Emerging Market Issuers”) in an attempt to improve transparency in respect of the TSX practices and procedures with a view to facilitating the listing process and supporting successful listings on the TSX. A corporate finance bulletin outlining the same guidance principals with respect to listings on the TSX Venture Exchange was concurrently released.… Continue Reading

Changes to TSX Personal Information Form Come into Effect February 1st

Posted in Amendments, Industry News

Effective February 1, 2015, the TSX will only accept Personal Information Forms (PIFs) and Declarations that use a new form of RCMP “Exhibit 1”. The new form of Exhibit will be known as the Security Screening Check and will replace the current Release and Discharge Relating to Consent and Disclosure of Criminal Record Information.

The new Exhibit 1 has new and revised sections (Third Party Disclosure and Release Discharge and Consent), as well as additional fields for:

  • Email address and telephone number;
  • Country of birth;
  • Residential addresses for the past 5 years; and
  • Driver’s license number
Continue Reading

Toronto Stock Exchange Makes Majority Voting Mandatory

Posted in Amendments, Industry News

The following article may be of interest to readers of this blog: Toronto Stock Exchange Makes Majority Voting Mandatory

The Toronto Stock Exchange (TSX) announced on February 13, 2014, amendments (Amendments) to the TSX Company Manual (Manual) mandating majority voting. From June 30, 2014 (Effective Date), the Amendments will require each director of a TSX-listed issuer, other than directors of a majority-controlled listed issuer, to be elected by a majority of the votes cast at any shareholders’ meeting other than a contested meeting. Read More.

 … Continue Reading

OSC Proposes New Rules Requiring Disclosure of Participation of Women on Boards and in Senior Management

Posted in Compliance and Supervision, Continuous and Timely Disclosure, OSC, Proposals, Requests for Comment

The following article may be of interest to readers of this blog: OSC Proposes New Rules Requiring Disclosure of Participation of Women on Boards and in Senior Management

As part of the Ontario government’s efforts to foster increased gender diversity on the boards and in the senior ranks of Canada’s largest companies, the Ontario Securities Commission (OSC) recently published for comment until April 16, 2014 proposed amendments to the existing governance disclosure rules contained in National Instrument 58-101 — Disclosure of Corporate Governance Practices (Proposed Amendments) that would require public companies which are Ontario reporting issuers to provide disclosure in … Continue Reading

The CSA and the IIROC Unveil Rules for Dark Marketplaces

Posted in Broker-Dealers, CSA, IIROC, Marketplaces

Canada has marketplaces, both “lit” and “dark”, where equity securities are traded. Lit marketplaces, such as TSX and Chi-X, generally display orders to market participants before trades occur, but offer some order types and practices that deviate from the display principle. For example, traders on lit markets can elect to keep a portion of an order dark by entering an “iceberg order.”… Continue Reading