Venture issuer consultation

Author: Dawn P. Whittaker Publication | July 7, 2010

The securities regulators in British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick and Nova Scotia recently published a consultation paper designed to assess market interest in developing a more tailored approach to regulating venture issuers.  Comments on the proposals which are set out in Multilateral Consultation Paper 51-403 Tailoring Venture Issuer Regulation are due by September 17, 2010.  Consultation sessions are also being held by these regulators.

Highlights of the Consultation Paper include proposals to:

  • eliminate three and nine month interim financial statements and MD&A and require a mid-year report with six month interim financial statements and MD&A
  • enhance certification for annual and mid-year filings;
  • enhance corporate governance standards including requiring issuers to adopt procedures which address conflicts of interest and related party transactions and reduce trading on undisclosed material information;
  • replace business acquisition reporting with enhanced material change reporting;
  • introduce an annual report which would include details of the issuer’s business and its annual financial statements and MD&A
  • simplify offering disclosure.

It should be noted that several Canadian securities regulators, including Ontario and Quebec, have not participated in developing the consultation proposals.  The notice states that such regulators have expressed interest in the market response to the proposals.

The purpose of this publication is to provide information as to developments in the law. It does not contain a full analysis of the law nor does it constitute an opinion of Norton Rose OR LLP on the points of law discussed.

No individual who is a member, partner, shareholder, director, employee or consultant of, in or to any constituent part of Norton Rose Group (whether or not such individual is described as a “partner”) accepts or assumes responsibility, or has any liability, to any person in respect of this publication. Any reference to a partner means a member of, as the case may be, Norton Rose LLP or Norton Rose Australia or Norton Rose OR LLP or Norton Rose South Africa (incorporated as Deneys Reitz Inc) or a consultant or employee of Norton Rose LLP or Norton Rose Australia or Norton Rose OR LLP or Norton Rose South Africa (incorporated as Deneys Reitz Inc) or one of their respective affiliates with equivalent standing and qualifications.