OSC Reviews Compliance with Related Party Transaction Disclosure Requirements

On January 29, 2015, the Ontario Securities Commission (the “OSC”) released OSC Staff Notice 51–723, which is a report on its review of related party transaction disclosure filed by 100 randomly selected, Ontario-based issuers. Nearly half of the issuers reviewed received comments from the OSC requesting changes to their management discussion and analysis (“MD&A”) filings. The OSC noted that, while many issuers rely extensively on related party transactions to advance their business on a cost-effective basis by leveraging existing relationships, such transactions have the potential to be unfair to shareholders due to inherent conflicts of interest.… ... View full post

Former CFOs Required to Return Bonus and Stock Profits

On February 10, 2015, the Securities and Exchange Commission (the “SEC”) announced that two former CFOs have agreed to return bonuses and stock sale profits they received while the company they worked for was committing accounting fraud. Section 304 of the Sarbanes-Oxley Act of 2002 provides that if a company is required to prepare an accounting restatement due to some material noncompliance with any financial reporting requirement under the securities laws that is due to misconduct, the CEO and CFO must reimburse the company for: any bonus or other incentive-based or equity-based compensation received by that person from the company during the 12-month period following the first public issuance or filing with the SEC (whichever first occurs) of the financial document embodying such financial reporting requirement; and any profits realized from the sale of securities of the company during that 12-month period. … ... View full post

TSX Venture Exchange Amends Policies on Loans, Bonuses and Finder’s Fees

Effective January 26, 2015, the TSX Venture Exchange (the “TSXV”) is implementing amendments to its Policy 5.1 – Loans, Loan Bonuses, Finder’s Fees and Commissions (“Policy 5.1”). The substantive amendments to Policy 5.1 primarily relate to the following: 1.       Revised Loan Bonus Requirements and Limitations Loan bonuses: Loan bonuses may not be granted to a lender or guarantor for a loan or debt instrument that is convertible into Listed Shares. The limits for both bonus shares and bonus warrants will now be calculated using the applicable Market Price instead of the Discounted Market Price. … ... View full post

TSX Venture Exchange Amends Policies on Private Placements

Effective January 26, 2015, the TSX Venture Exchange (the “TSXV”) is implementing amendments to its Policy 4.1 – Private Placements (“Policy 4.1”) and the related forms. The amendments to Policy 4.1 that are substantive primarily relate to the following: 1.       Expanded Guidance on Notice and Acceptance Procedures The summary of the private placement procedure in Policy 4.1 has been revised to more clearly set out the steps involved in the notice and acceptance process for a private placement. 2.       Part and Parcel Pricing Exception The part and parcel pricing exemption has been redrafted to facilitate a better understanding of the existing pricing rules and to clarify the warrant exercise premium rules.… ... View full post

TSX Venture Exchange Introduces New Electronic Private Placement Filing Procedure

The TSX Venture Exchange (“TSXV”) has introduced a new online filing portal, called V-File, for private placement submissions. Although paper filings for private placement submissions are still accepted by the TSXV, the intention is that in due course only electronic submissions will be accepted. ... View full post