IR Leader
May 21, 2013

Top Stories

The Downside of Share Buybacks and More Dividends

The recent rise in shareholder-friendly corporate activity is being lauded as one of the most important catalysts in the ongoing rally of many stock markets. But the trend that has companies showering equity investors with a steady stream of share buybacks and dividend increases is giving bondholders another headache.

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OSC's Crowdfunding Proposal Receives Favourable Comments

On March 8, 2013, the Ontario Securities Commission (OSC) closed the comment period on its Staff Consultation Paper 45-710: Considerations for New Capital Raising Prospectus Exemptions (the Consultation Paper), which sought input from stakeholders on proposed amendments to the current legislation regarding prospectus exemptions. The Consultation Paper forms part of the OSC’s review of the rules regulating the distribution of securities in the exempt market.

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Insider Trading Amendments Could Impose "Special Relationship" Where Take-over "Considered"

As we discussed last week, the Ontario government recently released its 2013 budget plan, which included discussion of amending the Securities Act to clarify the statute's insider trading provisions. The text of the budget bill now provides further detail of the government's intentions.

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Multilateral CSA Notice 45-311 and Crowdfunding

In an effort to encourage crowdfunding, the Canadian Securities Administrators ("CSA") of the country's provinces and territories, with the exception of Ontario and British Columbia, issued a harmonized interim local order on December 20, 2012 that provides exemptions from certain requirements set forth in Form 45-106 F2 - Offering Memorandum for Non-Qualifying Issuers ("Form 45-106 F2") of Regulation 45-106 respecting Prospectus and Registration Exemptions ("Regulation 45-106"). These more flexible rules seem to reflect the United States' Jumpstart Our Business Startups Act ("JOBS Act"), a law that was adopted to stimulate funding and job creation south of the border. Will the CSA's harmonized interim local order help Canada achieve this goal?

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Regulatory Developments in Securities Lending in Canada

The Canadian Securities Administrators (CSA) have published for comment two different proposals that affect securities lending arrangements, namely amendments to the early warning reporting (EWR) regime and amendments to the rules applicable to non-redeemable investments funds.

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Clarity on Revenue Recognition Coming

A final global standard on what kinds of goods and services can be recognized as revenue in corporate financial statements is due this summer. The move should provide added clarity to CFOs and their staffs struggling with the existing accounting rules for recording sales. But for some industries the standard brings some implementation headaches.

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Equity Market Rules Are Overdue for Update, Lawmaker Says

A high-ranking Republican lawmaker plans to press regulators to undertake a wholesale examination of its rules governing U.S. equity markets.

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The Proposed SEC Budget: Up 26% to $1.67 Billion

The SEC is seeking a 26% increase in its budget for the next fiscal year, to $1.674 billion. The increase will permit the agency to add 676 new staff positions and pay for significant technology additions and upgrades.

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Piercing the Corporate Veil

The Alberta Court of Appeal has recently released a decision that adds much needed clarity to when an officer or director of a corporation will be personally liable for torts committed by a corporation. In Hogarth v. Rocky Mountain Slate Inc., 2013 ABCA 57, the Court was tasked with determining whether certain promotional materials created to solicit investments constituted negligent misrepresentations, and to what extent the individual directors who assisted in the preparation of those promotional materials could be personally liable for their actions.

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