A Basic Overview of Securities Regulation in British Columbia

Save this PDF as:
 WORD  PNG  TXT  JPG

Size: px
Start display at page:

Download "A Basic Overview of Securities Regulation in British Columbia"

Transcription

1 SECURITIES FOR JUNIOR LAWYERS AND LEGAL SUPPORT STAFF PAPER 1.1 A Basic Overview of Securities Regulation in British Columbia These materials were prepared by Dwight D. Dee of Miller Thomson LLP, Vancouver, BC, for the Continuing Legal Education Society of British Columbia, February Dwight D. Dee

2

3 1.1.1 A BASIC OVERVIEW OF SECURITIES REGULATION IN BRITISH COLUMBIA I. Introduction...1 II. Sources of Law...2 III. What is a Security?...2 IV. Objectives of Securities Legislation and Principal Requirements...3 V. Registration...3 A. What is a Trade?... 4 B. Requirements for Registrants... 4 C. Exemptions from Registration... 4 D. Advising... 4 VI. The Prospectus Requirement...4 A. What is a Distribution?...5 B. Going Public and Becoming a Reporting Issuer... 5 C. Prospectus... 5 D. Exemptions from Prospectus Requirements... 5 E. Resale Restrictions and the Closed System... 6 VII. The Continuous Disclosure Requirements...6 A. Insider Trading and Tipping... 7 B. Insider Reporting Obligations... 7 C. Corporate Governance... 8 VIII. The Take-Over Bid Requirements...8 IX. Rules of Stock Exchanges...8 X. Conclusion...9 I. Introduction The purpose of this paper is to provide an overview of securities regulation in British Columbia. This paper will provide an outline of the general framework of securities legislation and discuss some of the principal areas of regulation.

4 II Sources of Law The principal statute governing the securities industry and the trading of securities in BC is the Securities Act, R.S.B.C. 1996, c The Securities Rules, BC Reg 194/97 as am., set out more detailed regulatory requirements. Several other regulations promulgated under the Securities Act (e.g., BC Reg 196/97) deal with matters involving the BC Securities Commission (the BCSC ), the provincial agency responsible for administering the Securities Act. The Securities Act grants rule making authority to the BCSC 1 and under its rule making powers, the BCSC has adopted a significant number of rules. Most significantly, in an effort to harmonize securities regulation across the country, the BCSC, in co-operation with other provincial securities regulators, has brought into force a large number of national and multilateral instruments which have also been adopted in some or all of the other Canadian jurisdictions. The BCSC also issues policy statements to provide guidance as to how it intends to interpret regulations and use its discretion. Exemption orders, enforcement orders and decisions of the BCSC (as well as other commissions across the country), along with case law, also provide guidance as to the interpretation of legislation and rules. III. What is a Security? The principal objective of securities legislation is to protect the interests of investors when they choose to invest in securities. So, a good place to start a discussion on securities regulation is to consider what securities are. The Securities Act uses the term security broadly and defines it to not only include things we would normally think of as a security, such as a bond, debenture, note share, stock, unit, unit certificate but also includes, among others, items such as a document, instrument, or writing commonly known as a security ; a document evidencing an option, subscription or other interest in or to a security ; a profit sharing agreement or certificate ; and an investment contract. 2 With this broad and non-exclusive definition in the statute, one has to turn to case law for further guidance. The Supreme Court of Canada in Pacific Coast Coin Exchange of Canada et al. v. Ontario (Securities Commission), [1978] 2 S.C.R. 112 adopted two important tests in consideration of whether something was a security : the common enterprise test and the risk capital test. The common enterprise test, which was based on the American decision of the Securities and Exchange Commission v. W.J. Howey Co. (1946), 328 U.S. 293 found that an investment contract (and therefore a security ) exists when three factors are present: (1) a person invests money; (2) in a common enterprise; and (3) the investor is lead to expect profits solely from the efforts of the promoter or a third party. The risk capital test which was developed in State of Hawaii v. Hawaii Market Center, Inc. (1971), 485 P. 2d 105, expands on the common enterprise test and sets out that an investment contract exists when: (1) the offeree (i.e., investor) furnishes initial value (i.e., an investment) to an offeror (i.e., an issuer); (2) a portion of the initial value is subjected to risks of the enterprise; 1 Securities Act, R.S. B.C c. 418, s See definition of security in Securities Act, s. 1(1).

5 1.1.3 (3) the furnishing of the initial value is induced by promises or representations leading to a reasonable expectation or understanding that a benefit above the initial value will accrue to the offeree as a result of the operation of the enterprise; and (4) the offeree does not have the right to exercise practical and actual control over the managerial decisions of the enterprise. These two tests provide for a wide scope for the meaning of the term security and, therefore, the application of securities legislation can be very broad. IV. Objectives of Securities Legislation and Principal Requirements The stated mission of the BCSC, is to protect and promote the public interest by fostering: (1) a securities market that is fair and warrants public confidence; and (2) a dynamic and competitive securities industry that provides investment opportunities and access to capital. 3 Securities regulation is meant ensure the public can have confidence when they choose to invest in securities and that issuers who access the capital markets engage in common rules of fair play. Securities regulation can be said to have four principal objectives: (1) to ensure investors have relevant information needed to make informed investment decisions; (2) to set out standards and rules for fairness in the capital markets; (3) to establish qualifications and competency requirements for investment professionals and the investment industry; and (4) to promote investor confidence and protection through enforcement. Securities regulation attempts to achieve these objectives by four broad sets of requirements: (1) the registration provisions which require those in the investment industry to have certain qualifications and knowledge and abide by certain standards; (2) the prospectus provisions which require the preparation and provision of a document called a prospectus when a security is issued for the first time; (3) the continuous disclosure provisions which require issuers that have offered securities to the public to disclose information that will assist investors in making investment decisions; and (4) the take-over bid provisions which require uniform and fair treatment of securityholders in take-over bids. 4 This paper will briefly discuss each of these broad areas of regulation. V. Registration The principal registration requirement found in s. 34 of the Securities Act provides that a person must not trade in a security unless the person is registered in accordance with the regulations. Essentially, this requirement is a licencing requirement which provides that only persons who meet a certain level of knowledge and who are bound by certain standards and rules can trade securities. 3 BC Securities Commission, Service Plan , April Outline based on Vancouver Stock Exchange, An Introduction to Securities Law in British Columbia, July 1997.

6 A. What is a Trade? The act that triggers the registration requirement is the act of trading in securities. Section 1(1) of the Securities Act defines trade broadly and the definition includes: dispositions of a security for valuable consideration and also includes any act, advertisement, solicitation, conduct or negotiation directly or indirectly in furtherance of any activity that would constitute as a trade. B. Requirements for Registrants For those who wish to be registered, there are different categories of registration which are set out in the Securities Rules. BC Policy Registration Requirements summarizes the principal requirements for each registration category. This policy also provides guidance on how the BC Securities Commission is likely to exercise discretion under the legislation in various circumstances. The BCSC has authorized the Investment Industry Regulatory Organization of Canada ( IIROC ), the self-regulatory organization which oversees investment dealers, to register investment dealers and their trading employees. In addition to adhering to rules and regulations of self-regulatory organizations they are a member of, registrants must abide by rules and standards of conduct set out in the Securities Rules and other regulatory instruments. For example, s. 14 of the Securities Rules requires registrants to deal fairly, honestly and in good faith with the clients of the registrant. Section 48 of the Rules requires registrants to know their client and ensure that the registrant makes a reasonable effort to advise a client if the registrant considers a proposed purchase and sale of a security is not suitable for the investment needs and objectives of a client. C. Exemptions from Registration The BC Securities Commission recognizes that a registrant is not necessarily required to be involved in every trade in order to protect the investing public. For this reason, the rules and regulatory instruments set out various exemptions to the registration requirements. The exemptions set out circumstances in which the securities regulators believe that a purchaser can buy or sell a security without the assistance of a registrant. Certain exemptions are found in the Securities Act in ss. 45 and 46. Commonly used exemptions to the registration requirement are also set out in National Instrument Prospectus and Registration Exemptions. The exemptions found in National Instrument will be discussed in more detail below. D. Advising Section 34(1) also requires that a person not act as an adviser unless the person is registered. The BCSC has interpreted advising to be offering an opinion about the investment merits of, or recommending the purchase or sale of, securities. In BC Instrument , the BCSC provides guidance as to what activities who require registration as an adviser under the Securities Act. VI. The Prospectus Requirement The prospectus requirement set out in section 61 of the Securities Act provides that: a person must not distribute a security unless: (a) a preliminary prospectus and a prospectus respecting the security, have been filed with the executive director [of the BCSC] and the executive director [of the BCSC] has issued receipts for the preliminary prospectus and prospectus. The prospectus requirement is a key regulatory requirement with the objective of ensuring that an issuer seeking to receive investments from members of the public makes available relevant information about the issuer.

7 A. What is a Distribution? The trigger for the prospectus requirement is a distribution of securities. The term distribution is defined in s. 1(1) of the Securities Act. Most commonly, a distribution is a trade in a security of an issuer that has not been previously issued. For example, the sale of common shares by a company from its treasury to raise capital would be a distribution. The definition of distribution also includes, however, a trade in a previously issued security of an issuer from the holdings of a control person. A control person is generally a person that holds sufficient voting rights to affect materially the control of the issuer and is deemed to be anyone who holds more than 20% of the voting securities of an issuer. 5 B. Going Public and Becoming a Reporting Issuer Generally, a prospectus is first filed by an issuer when it needs to raise capital from members of the public (i.e., persons that are not personally known to the directors/officers/founders of the issuer) and the issuer is no longer able, or does not wish to rely on an exemption to the prospectus requirement. In connection with the filing of a prospectus, an issuer usually seeks a listing of its securities on a stock exchange in order that its securities (usually its common shares) have a ready market where people can conveniently buy and sell the securities. The process of filing an issuer s first prospectus and seeking a listing on an exchange is commonly referred to as going public or the initial public offering or IPO. When an issuer files a prospectus or seeks a listing of its securities on a stock exchange, it becomes a reporting issuer under the Securities Act. 6 C. Prospectus A prospectus is a disclosure document that contains a full description of the business, affairs, securities and management of an issuer. The Securities Act requires that a prospectus must contain full, true and plain disclosure of all material facts relating to the securities offered. National Instrument General Prospectus Requirements and the accompanying Form F1 set out the requirements for the contents of a prospectus. These include specific disclosure on the issuer s business, history, products, competitors, markets, management and directors, and financial condition. National Instrument also sets out requirements for financial statements that must be included with a prospectus. A prospectus must not contain any misrepresentations. A misrepresentation is defined by the Securities Act as an untrue statement of a material fact or an omission to state a material fact that is required to be stated or necessary to prevent a statement from being false or misleading in the circumstances in which it was made. 7 Section 131 of the Securities Act provides that a person who purchases a security offered by a prospectus during the period of distribution is deemed to have relied on the misrepresentation and has a right of action for damages against persons including the issuer, the directors of the issuer, and every underwriter who signed the prospectus. D. Exemptions from Prospectus Requirements As discussed above, not all trades of a security are viewed by regulators to necessarily require the advice of a registrant and similarly, not all distributions of a security are viewed to require an issuer to have to prepare and provide a prospectus. Exemptions for both the registration and prospectus requirements are available and oftentimes an exemption to the registration requirement has a corresponding exemption to the prospectus requirement. 5 See definition of control person in Securities Act, s. 1(1). 6 See definition of reporting issuer in Securities Act, s. 1(1). 7 See definition of misrepresentation in Securities Act, s. 1(1).

8 1.1.6 As indicated above, National Instrument Prospectus and Registration Requirements contains most of the commonly used exemptions. Certain of the exemptions are based on the assumption that there are certain purchasers of securities who are sophisticated enough to not require the protection of a registrant or prospectus. For example, the accredited investor exemption permits certain classes of persons (e.g., certain institutions, wealthy individuals) to purchase under an exemption. Other exemptions are provided based on the close relationship between the issuer and its directors and officers with the purchaser of the securities (e.g., family, friends and business associations exemption, private issuer) or the nature of the transaction of which the trade or distribution is a part. It is a common misconception that securities laws only apply to public companies (i.e., companies whose securities are listed for trading on a stock exchange). In actuality, securities laws apply to all entities that distribute/trade securities, whether the company or issuer is a listed entity or not. Private companies should ensure that when distributing securities, they comply with an available exemption to the prospectus requirement. The most common exemption used by private companies is the private issuer exemption found in National Instrument The private issuer exemption allows an issuer to sell securities without any disclosure provided that it has a limited number of securityholders, has only distributed to a certain listed class of persons, and the issuer s constating documents contain restrictions on the ability of securityholders to transfer their securities. Certain of the prospectus exemptions require the filing of a report of exempt distribution with the BCSC within 10 days of the date of the distribution. When using a prospectus/registration exemption, issuers should be careful to ensure that all the conditions of the exemption are met. E. Resale Restrictions and the Closed System When a purchaser acquires a security in a distribution in which the issuer of the security has relied on an exemption from the prospectus requirements, the first trade of the security by the purchaser (in other words, the first sale of the security) may be subject to resale restrictions. This is the result of what is referred to as the closed system. If securities are not originally qualified by a prospectus, the securities are said to be caught within the closed system and securities regulations do not permit the person who originally purchased the securities to sell to other persons unless they can comply with another prospectus exemption or they meet certain conditions, often referred to as the resale rules. The resale rules are generally found in National Instrument Resale Restrictions. The rules are specific and can be quite complex. Generally, securities of a reporting issuer must be held by the original purchaser for a period of four months before they can be sold without relying on a prospectus exemption. Securities of a non-reporting issuer generally cannot be sold without a prospectus exemption until the issuer becomes a reporting issuer, usually by filing a prospectus. VII. The Continuous Disclosure Requirements Once an issuer becomes a reporting issuer, it is subject to on-going disclosure requirements. These disclosure requirements are meant to ensure that members of the public that are trading the securities of the reporting issuer have current and accurate information to make informed decisions about whether to buy or sell an issuer s securities. Generally, the continuous disclosure rules require a reporting issuer to immediately announce material changes in its affairs; file interim and annual financial statements; provide an analysis of its financial results; provide disclosure about significant acquisitions; disclose details on executive compensation; comply with certain standards for soliciting proxies; and publicly file its constating documents and material contracts. The specifics of these rules can be found in National Instrument Continuous Disclosure Obligations. Continuous disclosure 8 Refer to National Instrument Prospectus and Registration Exemptions, section 2.4.

9 1.1.7 documents of a reporting issuer are generally filed through SEDAR, the System for Electronic Document Analysis and Retrieval, the electronic filing system established by the Canadian Securities Administrators to facilitate electronic filing and public dissemination of information from reporting issuers available at Reporting issuers in certain industries have special disclosure requirements that they must adhere to. Mining companies are required to comply with National Instrument Standards for Disclosure for Mineral Projects when disclosing scientific or technical information concerning a mineral project on a property material to the issuer. Issuers in the oil and gas industry must comply with the standards set out in National Instrument Standards of Disclosure for Oil and Gas Activities. Reporting issuers must ensure its continuous disclosure record is accurate, complete and up to date. Persons who trade in a security when there is a misrepresentation in the reporting issuer s public record may commence an action against the issuer, its directors, officers, insiders and promoters (as well as others). A. Insider Trading and Tipping The Securities Act prohibits a reporting issuer or a person in a special relationship with a reporting issuer from informing anyone, other than in the necessary course of business, of a material fact or a material change before that material information has been generally disclosed to the public. This prohibited activity is commonly known as tipping. Securities legislation also prohibits anyone in a special relationship with a reporting issuer from purchasing or selling securities of the reporting issuer, with knowledge of a material fact or material change about the reporting issuer that has not been generally disclosed. This prohibited activity is known as insider trading. The prohibitions against tipping and insider trading are designed to ensure that anyone who has access to material undisclosed information does not trade or assist others in trading to the disadvantage of investors generally. In simple terms, a person is in a special relationship with a reporting issuer when a person is an insider, affiliate or associate of a reporting issuer; a person is engaging in or is proposing to engage in any business or professional activity with or on behalf of the reporting issuer; a person is a director, officer or employee of the reporting issuer; and includes anyone who learns of material information from someone that the person knows or should know is a person in a special relationship with the reporting issuer. B. Insider Reporting Obligations Section 87 of the Securities Act requires a person to file an insider report within ten days after becoming an insider of a reporting issuer. Generally, an insider is a director or senior officer of an issuer; a director or senior officer of a person that itself is an insider or a subsidiary of the issuer; and a person that has beneficial ownership of securities of the issuer that carry more than 10% of the voting rights of all the issuer s outstanding voting securities. The form of insider report is found in Form 1 of National Instrument System for Electronic Disclosure by Insiders ( SEDI ) and requires disclosure of the person s full legal name, address, telephone number, fax number (if applicable), address (if applicable), the name of the reporting issuer, the insider s relationship to the reporting issuer and the date the insider became an insider of the reporting issuer. More importantly, an insider must disclose in the insider report the amount of their direct or indirect beneficial ownership of, or control or direction over, securities of that public company, and any changes in that ownership. Thereafter, any changes to an insider s holdings of securities in the reporting issuer need to be reported within ten days of each trade. The insider report is filed electronically through the System for Electronic Disclosure by Insiders, a national electronic insider reporting system available at

10 C. Corporate Governance In recent years, the securities regulators have emphasized the importance of directors and management of reporting issuers adhering to certain minimum standards in relation to overseeing and managing the affairs of an issuer. These rules, generally referred to as corporate governance rules include standards relating to audit committees; certification of an issuer s annual and interim financial statements and management discussion and analysis; and disclosure with respect to board oversight and practices. VIII. The Take-Over Bid Requirements One of the objectives of securities legislation is to ensure that all security holders are treated fairly when an offer is made by a third party to acquire control of an issuer, or when the issuer itself seeks to repurchase its own shares. The take-over and issuer bid rules are largely set out in Multilateral Instrument Take-Over Bids and Issuer Bids. A take-over bid is triggered when a person makes an offer to acquire voting securities or equity securities of a class made to one or more persons where the securities subject to the offer to acquire, together with the offeror s securities, constitute in the aggregate 20% or more of the outstanding securities of that class of securities at the date of the offer to acquire. When a take-over bid is triggered, an offeror must comply with certain requirements. These include making the offer of identical consideration to all holders of the class of security that is the subject of the bid; making a public announcement of the bid in a newspaper; and sending out a bid circular to security holders which explains the terms and conditions of the bid. Directors of an issuer whose securities are the subject of a take-over bid are required to evaluate the proposed bid and circulate a directors circular indicating whether they recommend to accept or reject the bid or are not unable or are not making a recommendation regarding the bid. Strict timelines must be adhered to. The take-over bid rules also require that whenever a person acquires beneficial ownership of, or control or direction over, voting or equity securities of any class of a reporting issuer or securities convertible into voting or equity securities of any class of a reporting issuer that, together with the person s securities of that class, would constitute 10% or more of the outstanding securities of that class, the person must file a press release announcing that fact and file an early warning report with the BCSC. An additional news release and report must be filed at each instance the person acquires an additional 2% or more of the outstanding securities or securities convertible into 2% or more of the outstanding securities. An issuer bid is defined in Multilateral Instrument to be an offer to acquire or redeem securities of an issuer made by the issuer to one or more persons 9 Similar requirements to a takeover bid exist for issuer bids. Multilateral Instrument also contains a number of exemptions to the take-over bid and issuer bid requirements IX. Rules of Stock Exchanges The vast majority of reporting issuers have their securities listed on a stock exchange. When an issuer is listed on a stock exchange, the issuer executes a listing agreement with the exchange which requires the issuer to covenant to abide by the stock exchange s rules and policies. The rules and policies of a stock exchange often include standards of disclosure and corporate governance that are above and beyond what is required under securities regulation. In addition, stock exchange policies also may require approval of the exchange and adherence to exchange policies with respect to securities offerings, stock options and significant transactions, acquisitions or divestitures. 9 See definition of issuer bid in Multilateral Instrument Take-Over Bids and Issuer Bids.

11 1.1.9 X. Conclusion This paper is designed to give a broad introduction into securities law in BC. Of course, it cannot provide a comprehensive summary of all the rules. Anyone who has practiced securities law for a period of time knows how complex securities regulation can be and how quickly things change in this area of practice. As of the date of the writing of this paper, for example, there are significant proposals to revamp the requirements related to registration. In addition, new initiatives are being announced towards moving to a national securities regulator and to replace provincial legislation with a single securities act for the entire country. Having said this, no matter how specific rules change, the basic objectives of promoting investor confidence and ensuring fair and orderly capital markets will remain fundamental to all securities regulation.

Securities Regulation - Statutes Quinn - Fall 2004

Securities Regulation - Statutes Quinn - Fall 2004 I. Securities Act of 1933: A. 2 p. 2 (definition section) 1. Subsection (a)(1) says that the term security means any note, stock, treasury stock investment contract put, call option, or privilege entered

More information

National Instrument Acceptable Accounting Principles and Auditing Standards

National Instrument Acceptable Accounting Principles and Auditing Standards This document contains National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards and its Companion Policy and applies from January 1, 2011. The text of the National Instrument

More information

ALMONTY INDUSTRIES INC. INSIDER TRADING POLICY

ALMONTY INDUSTRIES INC. INSIDER TRADING POLICY 1. Introduction and Purpose ALMONTY INDUSTRIES INC. INSIDER TRADING POLICY Almonty Industries Inc. (the Corporation ) is a Canadian company, it is a reporting issuer in Canada and its securities are listed

More information

NATIONAL INSTRUMENT 45-101 RIGHTS OFFERINGS TABLE OF CONTENTS PART 1 DEFINITIONS, INTERPRETATION AND APPLICATION

NATIONAL INSTRUMENT 45-101 RIGHTS OFFERINGS TABLE OF CONTENTS PART 1 DEFINITIONS, INTERPRETATION AND APPLICATION NATIONAL INSTRUMENT 45-101 RIGHTS OFFERINGS TABLE OF CONTENTS PART 1 DEFINITIONS, INTERPRETATION AND APPLICATION 1.1 Definitions 1.2 Interpretation 1.3 Application PART 2 REMOVAL OF RIGHTS OFFERING PROSPECTUS

More information

5.1.2 OSC Rule 48-501 Trading during Distributions, Formal Bids and Share Exchange Transactions and Companion Policy 48-501CP to OSC Rule 48-501

5.1.2 OSC Rule 48-501 Trading during Distributions, Formal Bids and Share Exchange Transactions and Companion Policy 48-501CP to OSC Rule 48-501 5.1.2 OSC Rule 48-501 Trading during Distributions, Formal Bids and Share Exchange Transactions and Companion Policy 48-501CP to OSC Rule 48-501 Ontario Securities Commission Rule 48-501 Trading during

More information

Chapter 5. Rules and Policies

Chapter 5. Rules and Policies Chapter 5 Rules and Policies 5.1.1 NI 55-104 Insider Reporting Requirements and Exemptions and Consequential Amendments to Related Instruments and Repeal Instruments for Certain Predecessor Instruments

More information

National Instrument 55-104 Insider Reporting Requirements and Exemptions

National Instrument 55-104 Insider Reporting Requirements and Exemptions National Instrument 55-104 Insider Reporting Requirements and Exemptions PART 1 DEFINITIONS AND INTERPRETATION 1.1 Definitions and interpretation (1) In this Instrument acceptable summary form means, in

More information

National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. Table of Contents

National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. Table of Contents National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues Table of Contents PART PART 1 PART 2 PART 3 PART 4 PART 5 PART 6 TITLE DEFINITIONS AND INTERPRETATION

More information

Corporate Finance and Mergers &

Corporate Finance and Mergers & Corporate Finance and Mergers & Acquisitions 25 Corporate Finance and Mergers & Acquisitions Canada has well-developed and sophisticated capital markets. The main sources of capital are Canadian chartered

More information

OVERVIEW OF CORPORATE AND SECURITIES LAWS APPLICABLE TO PUBLIC COMPANIES IN BRITISH COLUMBIA DATED AS OF OCTOBER 27, 2009 GENERAL OVERVIEW

OVERVIEW OF CORPORATE AND SECURITIES LAWS APPLICABLE TO PUBLIC COMPANIES IN BRITISH COLUMBIA DATED AS OF OCTOBER 27, 2009 GENERAL OVERVIEW OVERVIEW OF CORPORATE AND SECURITIES LAWS APPLICABLE TO PUBLIC COMPANIES IN BRITISH COLUMBIA DATED AS OF OCTOBER 27, 2009 This memorandum contains a general overview of British Columbia corporate law and

More information

Canada Takeover Guide

Canada Takeover Guide Canada Takeover Guide Contact Jay Lefton Borden Ladner Gervais LLP 1 JLefton@BLG.com 1 The information contained herein is current as of July 2013 and is a summary only of the applicable laws and regulations

More information

POLICY 5.6 NORMAL COURSE ISSUER BIDS

POLICY 5.6 NORMAL COURSE ISSUER BIDS Scope of Policy POLICY 5.6 NORMAL COURSE ISSUER BIDS This Policy sets out the procedures and policies of the Exchange with respect to normal course issuer bids made through its facilities. In general,

More information

CORPORATE DISCLOSURE AND SECURITIES TRADING POLICY

CORPORATE DISCLOSURE AND SECURITIES TRADING POLICY 1.0 INTRODUCTION An underlying principle of securities legislation is that the public should have the opportunity to decide whether to buy or sell securities on the basis of information equally available

More information

Lion One Metals Ltd. Insider Trading Policy

Lion One Metals Ltd. Insider Trading Policy Lion One Metals Ltd. Insider Trading Policy 1.0 Introduction The Board of Directors of Lion One Metals Ltd. ( Lion One ) 1 has determined that Lion One should formalize its policy on securities trading

More information

INSIDER TRADING AND REPORTING POLICY

INSIDER TRADING AND REPORTING POLICY INSIDER TRADING AND REPORTING POLICY I. INTRODUCTION Employees, officers, directors, consultants, contractors and agents of Pembina Pipeline Corporation (the "Corporation") and its subsidiaries may from

More information

QUESTERRE ENERGY CORPORATION (the Corporation ) INSIDER TRADING AND REPORTING POLICY

QUESTERRE ENERGY CORPORATION (the Corporation ) INSIDER TRADING AND REPORTING POLICY QUESTERRE ENERGY CORPORATION (the Corporation ) INSIDER TRADING AND REPORTING POLICY The purpose of this insider policy is to summarize the insider trading restrictions to which directors, officers, consultants

More information

Regulation Crowdfunding

Regulation Crowdfunding Regulation Crowdfunding November 9, 2015 On October 30, 2015, more than three years after the passage of the Jumpstart Our Small Business Startups Act of 2012 (the JOBS Act ) the U.S. Securities and Exchange

More information

Proposed Guidance on Insider Order Marking

Proposed Guidance on Insider Order Marking Rules Notice Request for Comments UMIR Please distribute internally to: Legal and Compliance Trading Contact: Naomi Solomon Senior Policy Counsel, Market Regulation Policy Telephone: 416.646.7280 Fax:

More information

The Revised Canadian Take-Over Bid and Issuer Bid Regime. February 2008

The Revised Canadian Take-Over Bid and Issuer Bid Regime. February 2008 The Revised Canadian Take-Over Bid and Issuer Bid Regime Table of Contents INTRODUCTION...1 TAKE-OVER BIDS...2 WHAT IS A TAKE-OVER BID?...2 ACTING JOINTLY OR IN CONCERT...2 EQUAL TREATMENT OF TARGET'S

More information

K+S CANADA HOLDINGS INC. K+S AKTIENGESELLSCHAFT POTASH ONE INC.

K+S CANADA HOLDINGS INC. K+S AKTIENGESELLSCHAFT POTASH ONE INC. This document is important and requires your immediate attention. If you are in doubt as to how to deal with it, you should consult your investment dealer, stockbroker, bank manager, lawyer or other professional

More information

INSIDER TRADING POLICY SUPERIOR PLUS CORP.

INSIDER TRADING POLICY SUPERIOR PLUS CORP. INSIDER TRADING POLICY SUPERIOR PLUS CORP. A fundamental principle of securities legislation is that everyone investing in securities should have equal access to information that may affect their decision

More information

Inca One Gold Corp. Insider Trading Policy

Inca One Gold Corp. Insider Trading Policy Inca One Gold Corp. Insider Trading Policy 1.0 Introduction The Board of Directors (the Board ) of Inca One Gold Corp. ( Inca One ) 1 has determined that Inca One should formalize its policy on securities

More information

INSIDER TRADING AND BLACKOUT PERIOD POLICY STINGRAY DIGITAL GROUP INC. APRIL 21, 2015

INSIDER TRADING AND BLACKOUT PERIOD POLICY STINGRAY DIGITAL GROUP INC. APRIL 21, 2015 INSIDER TRADING AND BLACKOUT PERIOD POLICY STINGRAY DIGITAL GROUP INC. APRIL 21, 2015 1. Introduction 1.1 Expectations INSIDER TRADING AND BLACKOUT PERIOD POLICY STINGRAY DIGITAL GROUP INC. APRIL 21, 2015

More information

NATIONAL INSTRUMENT 81-106 INVESTMENT FUND CONTINUOUS DISCLOSURE

NATIONAL INSTRUMENT 81-106 INVESTMENT FUND CONTINUOUS DISCLOSURE This document is an unofficial consolidation of all amendments to National Instrument 81-106 Investment Fund Continuous Disclosure and Companion Policy 81-106CP, applying from January 1, 2014. This document

More information

SEAFIELD RESOURCES LTD. (the Corporation ) Insider Trading Policy

SEAFIELD RESOURCES LTD. (the Corporation ) Insider Trading Policy SEAFIELD RESOURCES LTD. (the Corporation ) Insider Trading Policy 1. Introduction The Board of Directors of the Corporation 1 has determined that the Corporation should formalize its policy on securities

More information

Filing Guide Toronto Stock Exchange, Q3 2010

Filing Guide Toronto Stock Exchange, Q3 2010 Filing Guide Toronto Stock Exchange, Q3 2010 TMX Group Equities Toronto Stock Exchange TSX Venture Exchange Equicom Derivatives Montréal Exchange CDCC Montréal Climate Exchange Fixed Income Shorcan Energy

More information

Search - 1 Result - 1.03 Financing

Search - 1 Result - 1.03 Financing Search - 1 Result - 1.03 Financing 1-1 Doing Business in Canada 1.03 Doing Business in Canada Copyright 2010, Matthew Bender & Company, Inc., a member of the LexisNexis Group. PART I Government, Legal

More information

POLICY 2.4 CAPITAL POOL COMPANIES

POLICY 2.4 CAPITAL POOL COMPANIES POLICY 2.4 CAPITAL POOL COMPANIES Scope of Policy This Policy applies to any issuer that proposes to list on the Exchange as a capital pool company (a CPC ). The Exchange s program was designed as a corporate

More information

Guidance on Insider and Significant Shareholder Markers

Guidance on Insider and Significant Shareholder Markers Rules Notice Guidance Note UMIR Please distribute internally to: Legal and Compliance Trading Contact: Timothy Ryan Director, Market Regulation Policy Telephone: 416.646.7266 Fax: 416.646.7265 e-mail:

More information

No Ordinary Shareholder Meeting: Shareholder Proposals, Requisitions, Proxy Contests and Stealth Proxy Campaigns

No Ordinary Shareholder Meeting: Shareholder Proposals, Requisitions, Proxy Contests and Stealth Proxy Campaigns No Ordinary Shareholder Meeting: Shareholder Proposals, Requisitions, Proxy Contests and Stealth Proxy Campaigns By Peter M. Roth and Trevor R. Scott Farris, Vaughan, Wills & Murphy LLP In the normal course

More information

THE OFFERING MEMORANDUM UNDER ONTARIO SECURITIES LAW By: Daniel A. Coderre Soloway Wright LLP

THE OFFERING MEMORANDUM UNDER ONTARIO SECURITIES LAW By: Daniel A. Coderre Soloway Wright LLP THE OFFERING MEMORANDUM UNDER ONTARIO SECURITIES LAW By: Daniel A. Coderre Soloway Wright LLP Many companies raise capital by offering shares in their capital stock for sale at one time or another. When

More information

NATIONAL INSTRUMENT COMMODITY POOLS

NATIONAL INSTRUMENT COMMODITY POOLS 6.1.2 National Instrument 81-104 Commodity Pools NATIONAL INSTRUMENT 81-104 COMMODITY POOLS PART 1 DEFINITIONS, APPLICATION AND INTERPRETATION 1.1 Definitions (1) In this Instrument "Canadian Securities

More information

TARTISAN RESOURCES CORP. INSIDER TRADING AND BLACK-OUT POLICY

TARTISAN RESOURCES CORP. INSIDER TRADING AND BLACK-OUT POLICY TARTISAN RESOURCES CORP. INSIDER TRADING AND BLACK-OUT POLICY DECEMBER 21, 2010 Table of Contents EXECUTIVE SUMMARY... 3 INTRODUCTION... 3 MATERIAL INFORMATION... 4 PERSONS IN A SPECIAL RELATIONSHIP WITH

More information

Insider Trading and Reporting Policy Revision Date: December 1, 2008

Insider Trading and Reporting Policy Revision Date: December 1, 2008 Subject: Insider Trading and Reporting Policy Revision Date: December 1, 2008 Introduction The integrity of the Canadian capital markets is based on the principle of equal opportunity based on equal access

More information

INSIDER TRADING AND BLACKOUT POLICY

INSIDER TRADING AND BLACKOUT POLICY INSIDER TRADING AND BLACKOUT POLICY Amended and Restated by the Board of Directors on December 22, 2011 Page 1 of 11 TABLE OF CONTENTS 1. EXECUTIVE SUMMARY... 3 2. INTRODUCTION... 4 3. MATERIAL INFORMATION...

More information

Insider Trading Policy

Insider Trading Policy Insider Trading Policy FEBRUARY 2014 Table of Contents 1. Introduction... 2 2. Insider Trading Restrictions... 2 a) Insider Trading Restrictions... 2 b) Material Information... 3 c) Persons in Special

More information

APPLICATION OF THE FEDERAL SECURITIES LAWS TO THE ISSUANCE OF SECURITIES BY INSURANCE COMPANIES. Phillip E. Allen, Esq

APPLICATION OF THE FEDERAL SECURITIES LAWS TO THE ISSUANCE OF SECURITIES BY INSURANCE COMPANIES. Phillip E. Allen, Esq APPLICATION OF THE FEDERAL SECURITIES LAWS TO THE ISSUANCE OF SECURITIES BY INSURANCE COMPANIES Phillip E. Allen, Esq. 502.568.9100 This article summarizes the application of the Securities Act of 1933

More information

The shaded text boxes in this document are for explanatory purposes only and are not part of National Instrument 45-106.

The shaded text boxes in this document are for explanatory purposes only and are not part of National Instrument 45-106. This is an unofficial consolidation of National Instrument 45-106 Prospectus and Registration Exemptions, its forms and companion policy current to April 13, 2012. This document is for reference purposes

More information

CANADA BUSINESS CORPORATIONS ACT: INSIDER TRADING

CANADA BUSINESS CORPORATIONS ACT: INSIDER TRADING PRB 99-38E CANADA BUSINESS CORPORATIONS ACT: INSIDER TRADING Penny Becklumb Law and Government Division Revised 14 October 2008 PARLIAMENTARY INFORMATION AND RESEARCH SERVICE SERVICE D INFORMATION ET DE

More information

National Instrument Mutual Funds. Amendment Instrument

National Instrument Mutual Funds. Amendment Instrument National Instrument 81-102 Mutual Funds Amendment Instrument 1. The Table of Contents of National Instrument 81-102 Mutual Funds is amended by adding the following after Appendix B-1, Appendix B-2 and

More information

Citation: Pet Valu Canada Inc., 2007 ABASC 918 Date: 20071203

Citation: Pet Valu Canada Inc., 2007 ABASC 918 Date: 20071203 Headnote Mutual Reliance Review System for Exemptive Relief Applications relief from certain continuous disclosure requirement and certification requirements - in addition, a prior order is revoked to

More information

1.1.2 OSC Staff Notice 91-702 Offerings of Contracts for Difference and Foreign Exchange Contracts to Investors in Ontario

1.1.2 OSC Staff Notice 91-702 Offerings of Contracts for Difference and Foreign Exchange Contracts to Investors in Ontario 1.1.2 OSC Staff Notice 91-702 Offerings of Contracts for Difference and Foreign Exchange Contracts to Investors in Ontario I. Purpose ONTARIO SECURITIES COMMISSION STAFF NOTICE 91-702 OFFERINGS OF CONTRACTS

More information

STATEMENT OF POLICY REGARDING CORPORATE SECURITIES DEFINITIONS

STATEMENT OF POLICY REGARDING CORPORATE SECURITIES DEFINITIONS STATEMENT OF POLICY REGARDING CORPORATE SECURITIES DEFINITIONS Adopted April 27, 1997; Amended September 28, 1999 & March 31, 2008 I. INTRODUCTION This Statement of Policy Regarding Definitions applies

More information

POLICY 2.4 CAPITAL POOL COMPANIES

POLICY 2.4 CAPITAL POOL COMPANIES POLICY 2.4 CAPITAL POOL COMPANIES Scope of Policy This Policy applies to any issuer that proposes to list on the Exchange as a capital pool company (a CPC ). The Exchange s program was designed as a corporate

More information

Discipline Notice GLOBAL SECURITIES CORPORATION. December 3, 2007 DN 2007-005. Suggested Routing Trading Legal and Compliance

Discipline Notice GLOBAL SECURITIES CORPORATION. December 3, 2007 DN 2007-005. Suggested Routing Trading Legal and Compliance Discipline Notice December 3, 2007 DN 2007-005 Suggested Routing Trading Legal and Compliance GLOBAL SECURITIES CORPORATION UMIR Provisions Contravened 7.7 Trading During Certain Securities Transactions

More information

NATIONAL INSTRUMENT 31-103 REGISTRATION REQUIREMENTS AND EXEMPTIONS. Table of Contents

NATIONAL INSTRUMENT 31-103 REGISTRATION REQUIREMENTS AND EXEMPTIONS. Table of Contents NATIONAL INSTRUMENT 31-103 REGISTRATION REQUIREMENTS AND EXEMPTIONS Table of Contents Part 1 Interpretation 1.1 Definitions of terms used throughout this Instrument 1.2 Interpretation of securities in

More information

JOINT CODE OF ETHICS FOR GOLUB CAPITAL BDC, INC. GOLUB CAPITAL INVESTMENT CORPORATION GC ADVISORS LLC

JOINT CODE OF ETHICS FOR GOLUB CAPITAL BDC, INC. GOLUB CAPITAL INVESTMENT CORPORATION GC ADVISORS LLC JOINT CODE OF ETHICS FOR GOLUB CAPITAL BDC, INC. GOLUB CAPITAL INVESTMENT CORPORATION GC ADVISORS LLC Section I Statement of General Fiduciary Principles This Joint Code of Ethics (the Code ) has been

More information

GB MINERALS LTD INSIDER TRADING POLICY

GB MINERALS LTD INSIDER TRADING POLICY GB MINERALS LTD INSIDER TRADING POLICY (as approved by the Board of Directors in May 2014) - 2 - Contents 1. POLICY STATEMENT... 3 2. PERSONS AND SECURITIES COVERED BY THIS POLICY... 3 3. MATERIAL NON-PUBLIC

More information

Companion Policy 55-104CP Insider Reporting Requirements and Exemptions

Companion Policy 55-104CP Insider Reporting Requirements and Exemptions Companion Policy 55-104CP Insider Reporting Requirements and Exemptions PART 1 INTRODUCTION AND DEFINITIONS 1.1 Introduction and Purpose (1) National Instrument 55-104 Insider Reporting Requirements and

More information

GOING PUBLIC IN CANADA

GOING PUBLIC IN CANADA GOING PUBLIC IN CANADA CASSELS BROCK IN BRIEF Canadian law firm of more than 200 lawyers based in Toronto and Vancouver focused on serving the transaction, advocacy and advisory needs of the country s

More information

National Instrument Shelf Distributions. Table of Contents

National Instrument Shelf Distributions. Table of Contents National Instrument 44-102 Shelf Distributions Table of Contents PART 1 PART 2 PART 3 PART 4 PART 5 PART 6 DEFINITIONS AND INTERPRETATION 1.1 Definitions 1.2 Amendments 1.3 [Repealed] SHELF QUALIFICATION

More information

TRIMETALS MINING INC. SHARE TRADING POLICY (As at March 7, 2011)

TRIMETALS MINING INC. SHARE TRADING POLICY (As at March 7, 2011) TRIMETALS MINING INC. SHARE TRADING POLICY (As at March 7, 2011) I. Purpose Applicable securities laws in Canada prohibit the purchase or sale of securities on the basis of material non-public information

More information

INSIDER TRADING POLICY (To be read in conjunction with the Disclosure Policy)

INSIDER TRADING POLICY (To be read in conjunction with the Disclosure Policy) A. Statement of Purpose INSIDER TRADING POLICY (To be read in conjunction with the Disclosure Policy) This and Insider Trading Policy (the Policy ) exists to advise all directors, officers, employees and

More information

COMPLIANCE WITH FEDERAL SECURITIES LAW REQUIREMENTS FOR QUALIFIED PLANS AND SERPS

COMPLIANCE WITH FEDERAL SECURITIES LAW REQUIREMENTS FOR QUALIFIED PLANS AND SERPS COMPLIANCE WITH FEDERAL SECURITIES LAW REQUIREMENTS FOR QUALIFIED PLANS AND SERPS Pension, Profit-Sharing, Welfare, and Other Compensation Plans ALI-ABA October 20-22, 2005 Washington, D.C. Pamela Baker

More information

FORTUNA SILVER MINES INC. (the "Company")

FORTUNA SILVER MINES INC. (the Company) FORTUNA SILVER MINES INC. (the "Company") BLACKOUTS AND SECURITIES TRADING POLICY The Company encourages all employees, officers and directors to become shareholders of the Company on a long-term investment

More information

POLICY 1.1 INTERPRETATION

POLICY 1.1 INTERPRETATION POLICY 1.1 INTERPRETATION 1. Definitions 1.1 The definitions provided in this Manual (which includes the Policies, Forms and Appendices) may differ from the definitions in the Securities Laws for the same

More information

GOING PUBLIC IN CANADA

GOING PUBLIC IN CANADA GOING PUBLIC IN CANADA Miller Thomson is one of Canada s most respected national business law firms, committed to delivering what matters most - added experience, added clarity, added value. With more

More information

RULE 1 INTERPRETATION AND EFFECT

RULE 1 INTERPRETATION AND EFFECT RULE 1 INTERPRETATION AND EFFECT 1.1. In these Rules unless the context otherwise requires, the expression: Affiliate or Affiliated Corporation means in respect of two corporations, either corporation

More information

SCHEDULE A ACCREDITED INVESTOR STATUS CERTIFICATE

SCHEDULE A ACCREDITED INVESTOR STATUS CERTIFICATE SCHEDULE A ACCREDITED INVESTOR STATUS CERTIFICATE TO BE COMPLETED BY BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN, MANITOBA, ONTARIO, QUÉBEC, NEWFOUNDLAND AND LABRADOR, NOVA SCOTIA, NEW BRUNSWICK AND PRINCE

More information

Osler Guide. Reverse Take-Overs in Canada. Osler, Hoskin & Harcourt llp

Osler Guide. Reverse Take-Overs in Canada. Osler, Hoskin & Harcourt llp Osler Guide Reverse Take-Overs in Canada Osler, Hoskin & Harcourt llp Reverse Take-Overs in Canada A reverse take-over structure is often used where a traditional initial public offering is not feasible

More information

CANADIAN SECURITIES ADMINISTRATORS STAFF NOTICE 55-308 QUESTIONS ON INSIDER REPORTING

CANADIAN SECURITIES ADMINISTRATORS STAFF NOTICE 55-308 QUESTIONS ON INSIDER REPORTING CANADIAN SECURITIES ADMINISTRATORS STAFF NOTICE 55-308 QUESTIONS ON INSIDER REPORTING 2 TABLE OF CONTENTS INTRODUCTION... 5 SOME DEFINED TERMS... 5 QUESTIONS ON INSIDER REPORTING... 6 1. GENERAL... 6 1.1

More information

New Canadian reporting requirements for Canadian private placement sales

New Canadian reporting requirements for Canadian private placement sales April 14 2016 UPDATE New Canadian reporting requirements for Canadian private placement sales Authors: Rob Lando, Lori Stein Posted in Resources > Canadian Legislation & Regulations NEW TRADE REPORT REQUIREMENTS

More information

ALARIS ROYALTY CORP. TRADING AND BLACKOUT POLICY

ALARIS ROYALTY CORP. TRADING AND BLACKOUT POLICY ALARIS ROYALTY CORP. TRADING AND BLACKOUT POLICY Purpose The purpose of this Policy is to ensure compliance with applicable Canadian securities laws governing trading in securities of Alaris Royalty Corp.

More information

This Policy is not intended to replace your individual responsibility to understand and comply with the legal prohibitions against insider trading.

This Policy is not intended to replace your individual responsibility to understand and comply with the legal prohibitions against insider trading. INSIDER TRADING POLICY DOCUMENT REFERENCE REVISION NUMBER TOTAL PAGES ORIGINAL ISSUE DATE EFFECTIVE DATE 3 11 October 25, 1995 November 11, 2014 SCOPE: This Policy is applicable to every employee of Barrick

More information

POLICY STATEMENT TO REGULATION 55-103 RESPECTING INSIDER REPORTING FOR CERTAIN DERIVATIVE TRANSACTIONS (EQUITY MONETIZATION)

POLICY STATEMENT TO REGULATION 55-103 RESPECTING INSIDER REPORTING FOR CERTAIN DERIVATIVE TRANSACTIONS (EQUITY MONETIZATION) POLICY STATEMENT TO REGULATION 55-103 RESPECTING INSIDER REPORTING FOR CERTAIN DERIVATIVE TRANSACTIONS (EQUITY MONETIZATION) The members of the Canadian Securities Administrators (the CSA) that have adopted

More information

NY2 711869. Securities Act Exemptions/ Private Placements December 2012

NY2 711869. Securities Act Exemptions/ Private Placements December 2012 NY2 711869 Securities Act Exemptions/ Private Placements December 2012 Securities Act of 1933 Registration Framework 5 - Must register all transactions absent an exemption from the registration requirements

More information

CODE OF ETHICS FOR POINT CAPITAL, INC. STATEMENT OF GENERAL FIDUCIARY

CODE OF ETHICS FOR POINT CAPITAL, INC. STATEMENT OF GENERAL FIDUCIARY Attachment B PRINCIPLES SECTION I. CODE OF ETHICS FOR POINT CAPITAL, INC. STATEMENT OF GENERAL FIDUCIARY This Code of Ethics (the "Code") has been adopted by Point Capital, Inc. (the Corporation ) in compliance

More information

2012 BCSECCOM 194. For Gibraltar Global Securities Inc. Securities Act, RSBC 1996, c Hearing

2012 BCSECCOM 194. For Gibraltar Global Securities Inc. Securities Act, RSBC 1996, c Hearing Gibraltar Global Securities Inc. Securities Act, RSBC 1996, c. 418 Hearing Panel Bradley Doney Commissioner Brent W. Aitken Vice Chair David J. Smith Commissioner Hearing date October 4, 2011 Submissions

More information

The text boxes in this document are for explanatory purposes only and are not part of the Instrument or the Companion Policy.

The text boxes in this document are for explanatory purposes only and are not part of the Instrument or the Companion Policy. This document is an unofficial consolidation of all amendments to National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103) and its Companion Policy,

More information

INSIDER TRADING POLICY

INSIDER TRADING POLICY 1.0 POLICY STATEMENT INSIDER TRADING POLICY This Policy provides guidelines to officers, directors and employees of Dominion Diamond Corporation (the Company ) and other insiders of the Company with respect

More information

CROWDFUNDING WHAT IS CROWDFUNDING?

CROWDFUNDING WHAT IS CROWDFUNDING? CROWDFUNDING PBI Business Lawyers Institute 5 November 2015 G. Philip Rutledge, Partner Bybel Rutledge LLP, Lemoyne, PA 17043 rutledge@bybelrutledge.com WHAT IS CROWDFUNDING? Much over used term to describe

More information

Securities Act, R.S.A., 2000, c.s-4, subsections 75(1), 110(1) and 144(1). Citation: CH2M Hill Companies, Ltd. et al, 2004 ABASC 1198 Date: 20041210

Securities Act, R.S.A., 2000, c.s-4, subsections 75(1), 110(1) and 144(1). Citation: CH2M Hill Companies, Ltd. et al, 2004 ABASC 1198 Date: 20041210 Headnote Mutual Reliance Review System for Exemptive Relief Applications relief from the registration and prospectus requirements for certain trades of common shares of an issuer made by employees, senior

More information

Trading Policy. W:\Policies and Procedures\Corporate\Share Trading Policy - Final.doc

Trading Policy. W:\Policies and Procedures\Corporate\Share Trading Policy - Final.doc Trading Policy Mawson West Ltd Level 1, 1 Walker Avenue West Perth, WA 6005 Telephone: (61 8) 9321 9669 Facsimile: (61 8) 9481 2394 www.mawsonwest.com. 1 Summary of the Trading Policy The Trading Policy

More information

704-1:51-3.20. Crowdfunding Fees and Notice Filing Forms

704-1:51-3.20. Crowdfunding Fees and Notice Filing Forms 704-1:51-3.20. Crowdfunding Fees and Notice Filing Forms A. Not less than ten days before the commencement of an offering pursuant to the exemption from registration provided in section 11-51-308.5 (the

More information

Model Commercial Paper Dealer Agreement Guidance Notes

Model Commercial Paper Dealer Agreement Guidance Notes Model Commercial Paper Dealer Agreement Guidance Notes [4(2) Program; Guaranteed] The Bond Market Association ( the Association ) is publishing a guaranteed form of Model Commercial Paper Dealer Agreement

More information

FREQUENTLY ASKED QUESTIONS ABOUT BLOCK TRADE REPORTING REQUIREMENTS

FREQUENTLY ASKED QUESTIONS ABOUT BLOCK TRADE REPORTING REQUIREMENTS FREQUENTLY ASKED QUESTIONS ABOUT BLOCK TRADE REPORTING REQUIREMENTS Block Trades and Distributions What is a block trade? Many people use the term block trade colloquially. Technically, a block trade is

More information

GETTING THE FINANCING: SECURITIES LAWS

GETTING THE FINANCING: SECURITIES LAWS GETTING THE FINANCING: SECURITIES LAWS Chicago Bar Association 24th Annual Seminar How to Form An Illinois Business Entity Part 2 Adam S. Calisoff September 20, 2012 2012 Edwards Wildman Palmer LLP & Edwards

More information

Corporate Finance Adviser. Code of Conduct

Corporate Finance Adviser. Code of Conduct Corporate Finance Adviser Code of Conduct Securities and Futures Commission Hong Kong December 2001 TABLE OF CONTENTS Page 1. Introduction 1 2. Conduct of business 4 3. Competence 6 4. Conflicts of interest

More information

INVESTORS RIGHTS. a Schedule III bank, meaning an authorized foreign bank named in Schedule III of the Bank Act (Canada);

INVESTORS RIGHTS. a Schedule III bank, meaning an authorized foreign bank named in Schedule III of the Bank Act (Canada); INVESTORS RIGHTS In certain circumstances, investors resident in certain provinces of Canada are provided with a remedy for rescission or damages, or both, in addition to any other right they may have

More information

2006 BCSECCOM 692. Applicable British Columbia Provisions Securities Act, R.S.B.C. 1996, c. 418, ss. 34(1)(a), 48, 61 and 76

2006 BCSECCOM 692. Applicable British Columbia Provisions Securities Act, R.S.B.C. 1996, c. 418, ss. 34(1)(a), 48, 61 and 76 October 27, 2006 Headnote Mutual Reliance Review System for Exemptive Relief Applications - Securities Act, ss. 48, 76 Employees & Consultants exemption from registration and prospectus requirements for

More information

Securities Trading and Insider Reporting Policy

Securities Trading and Insider Reporting Policy Securities Trading and Insider Reporting Policy Securities law generally prohibits trading or dealing in the securities of a company on the basis of undisclosed material information. Anyone violating these

More information

CAYMAN ISLANDS. Supplement No. 1 published with Gazette No. 22 of 22nd October, 2012. MUTUAL FUNDS LAW (2012 REVISION)

CAYMAN ISLANDS. Supplement No. 1 published with Gazette No. 22 of 22nd October, 2012. MUTUAL FUNDS LAW (2012 REVISION) CAYMAN ISLANDS Supplement No. 1 published with Gazette No. 22 of 22nd October, 2012. MUTUAL FUNDS LAW (2012 REVISION) Law 13 of 1993 consolidated with Laws 18 of 1993, 16 of 1996 (part), 9 of 1998, 4 of

More information

COMPANION POLICY 31-103CP REGISTRATION REQUIREMENTS AND EXEMPTIONS. Table of Contents

COMPANION POLICY 31-103CP REGISTRATION REQUIREMENTS AND EXEMPTIONS. Table of Contents COMPANION POLICY 31-103CP REGISTRATION REQUIREMENTS AND EXEMPTIONS Table of Contents Part 1 Definitions and fundamental concepts 1.1 Introduction 1.2 Definitions 1.3 Fundamental concepts Individual registration

More information

FREQUENTLY ASKED QUESTIONS ABOUT FOREIGN PRIVATE ISSUERS

FREQUENTLY ASKED QUESTIONS ABOUT FOREIGN PRIVATE ISSUERS FREQUENTLY ASKED QUESTIONS ABOUT FOREIGN PRIVATE ISSUERS General What is a foreign issuer? The federal securities laws define a foreign issuer as any issuer that is a foreign government, a foreign national

More information

(c) Management Company Employees Options may also be granted to individuals (hereinafter referred to as Management Company Employees ) employed by a

(c) Management Company Employees Options may also be granted to individuals (hereinafter referred to as Management Company Employees ) employed by a POET TECHNOLOGIES INC. (the Corporation ) (formerly OPEL Technologies Inc. ) 2014 STOCK OPTION PLAN (the Plan ) 1. Purpose of the Plan The purpose of the Plan is to assist the Corporation in attracting,

More information

Trading In Securities Policy

Trading In Securities Policy Trading In Securities Policy Approved Date: 28th May 2015 POLICY STATEMENT This policy relates to dealings in securities and other financial products, including Meridian shares and other companies shares.

More information

Private Placements in Mergers and Acquisitions

Private Placements in Mergers and Acquisitions THE AMERICAN LAW INSTITUTE Continuing Legal Education Regulation D Offerings and Private Placements March 14-16, 2013 Private Placements in Mergers and Acquisitions by Robert B. Robbins Pillsbury Winthrop

More information

2. CORPORATE OR NON-PERSONAL SUBSCRIBER Company / Trust / Other: Tax I.D. #:

2. CORPORATE OR NON-PERSONAL SUBSCRIBER Company / Trust / Other: Tax I.D. #: COOPER PACIFIC FIRST MORTGAGE INVESTMENT CORPORATION OFFERING MEMORANDUM SHARE SUBSCRIPTION AGREEMENT (BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN, MANITOBA, NORTHWEST TERRITORIES, NUNAVUT AND YUKON) By this

More information

Securities Law Bulletin

Securities Law Bulletin Securities Law Bulletin Important Changes to Canadian Insider Trading Disclosure Regime By Jennifer A. Wainwright The Canadian securities regulatory authorities in each of the provinces of Canada have

More information

CLIENT RELATIONSHIP DISCLOSURE STATEMENT

CLIENT RELATIONSHIP DISCLOSURE STATEMENT A. INTRODUCTION CLIENT RELATIONSHIP DISCLOSURE STATEMENT Securities legislation in Canada requires Deans Knight Capital Management Ltd. ( Deans Knight or the firm ) to provide you with certain information

More information

o The filing and timing requirements are summarized on Exhibit A. Other Securities Law Issues

o The filing and timing requirements are summarized on Exhibit A. Other Securities Law Issues MORRISON & FOERSTER LLP CHECKPOINTS: THE CONSEQUENCES OF CROSSING VARIOUS OWNERSHIP THRESHOLDS WHEN INVESTING B. JEFFERY BELL * This memorandum outlines certain considerations associated with the acquisition

More information

RULE 144 PERSONS DEEMED NOT TO BE ENGAGED IN A DISTRIBUTION AND THEREFORE NOT UNDERWRITERS. Preliminary Note to Rule 144

RULE 144 PERSONS DEEMED NOT TO BE ENGAGED IN A DISTRIBUTION AND THEREFORE NOT UNDERWRITERS. Preliminary Note to Rule 144 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0101 Expires: December 31,2006 Estimated average burden hours per response.......1.0 RULE 144 PERSONS

More information

United States of America Takeover Guide

United States of America Takeover Guide United States of America Takeover Guide Contact Richard Hall Cravath, Swaine & Moore LLP rhall@cravath.com Contents Page INTRODUCTION 1 TENDER OFFERS VERSUS MERGERS 1 IN THE BEGINNING 2 REGULATION OF TENDER

More information

Form 45-106F6 British Columbia Report of Exempt Distribution

Form 45-106F6 British Columbia Report of Exempt Distribution Form 45-106F6 British Columbia Report of Exempt Distribution This is the form required under section 6.1 of National Instrument 45-106 for a report of exempt in British Columbia. Issuer/underwriter information

More information

T he restrictions of Sections 23A and Regulation W

T he restrictions of Sections 23A and Regulation W BNA s Banking Report Reproduced with permission from BNA s Banking Report, 100 BBR 109, 1/15/13, 01/15/2013. Copyright 2013 by The Bureau of National Affairs, Inc. (800-372-1033) http://www.bna.com REGULATION

More information

C-103 External Communications Policy

C-103 External Communications Policy CORPORATE POLICIES C-103 External Communications Policy Table of Contents 1.0 Purpose and Policy... 1 2.0 Definitions... 2 3.0 Scope and Responsibilities... 2 4.0 Disclosure Controls and Procedures...

More information

Asterias Biotherapeutics, Inc. Code Of Business Conduct And Ethics. March 10, 2013

Asterias Biotherapeutics, Inc. Code Of Business Conduct And Ethics. March 10, 2013 Asterias Biotherapeutics, Inc. Code Of Business Conduct And Ethics March 10, 2013 This Code of Business Conduct and Ethics (the "Code") sets forth legal and ethical standards of conduct for directors,

More information

SECURITIES RULES FOR PRIVATE EQUITY FINANCINGS

SECURITIES RULES FOR PRIVATE EQUITY FINANCINGS SECURITIES RULES FOR PRIVATE EQUITY FINANCINGS Timothy M. Sullivan Hinshaw & Culbertson LLP 222 North LaSalle Street Suite 300 Chicago, IL 60601 (312) 704-3852 tsullivan@hinshawlaw.com October 14, 2010

More information

Mining Initial Public Offering Guide. TSX s Global Leadership in Mining. Your lawyer. Your law firm. Your business advisor.

Mining Initial Public Offering Guide. TSX s Global Leadership in Mining. Your lawyer. Your law firm. Your business advisor. Mining TSX s Global Leadership in Mining Your lawyer. Your law firm. Your business advisor. Bennett Jones is widely recognized as the leading Canadian law firm in energy and natural resources. In keeping

More information

'(0878$/,=$7,21 5(*,0( )25 &$1$',$1 /,)(,1685$1&( &203$1,(6 CONSULTATION PAPER August 1998

'(0878$/,=$7,21 5(*,0( )25 &$1$',$1 /,)(,1685$1&( &203$1,(6 CONSULTATION PAPER August 1998 CONSULTATION PAPER August 1998 Copies of this report may be obtained from: Distribution Centre Department of Finance 300 Laurier Avenue West Ottawa, Ontario K1A 0G5 Telephone: (613) 995-2855 Facsimile:

More information