IR Leader
March 25, 2014
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Top Stories

New Capital Raising Rules Proposed by OSC

On March 20, 2014, the Ontario Securities Commission (the "OSC") published for comment four new capital raising exemptions that have been under consideration since June 2012.

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Canadian Securities Regulators Propose New Crowdfunding Exemptions

The Autorité des marchés financiers (AMF), the Financial and Consumer Affairs Authority of Saskatchewan (FCAA), Financial and Consumer Service Commission of New Brunswick (FCNB), the Manitoba Securities Commission (MSC) and the Nova Scotia Securities Commission (NSSC) today published for comment the Integrated Crowdfunding Prospectus Exemption (the Crowdfunding Exemption) and the Start-Up Crowdfunding Prospectus and Registration Exemption (the Start-Up Exemption). The proposed exemptions would, subject to certain conditions, allow both reporting and non-reporting issuers to raise money by distributing securities through internet portals.

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Securities Regulators Seek Comment on Proposed Changes to OM Exemption and Two New Proposed Reports of Exempt Distribution

The Alberta Securities Commission (ASC), the Autorité des marchés financiers (AMF), the Financial and Consumer Affairs Authority of Saskatchewan (FCAA) and the Financial and Consumer Services Commission New Brunswick (FCNB) (Participating Jurisdictions) have published for comment proposed amendments to National Instrument 45-106 Prospectus and Registration Exemptions (NI 45-106) relating to the offering memorandum exemption (OM Exemption). The ASC, FCAA and FCNB have also published two new proposed reports of exempt distribution (Exempt Distribution Reports).

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The Secret Trading Strategy from the 1930s that Hedge Funders Don't Want You to Know About

"The large operator does not, as a rule, go into a campaign unless he sees in prospect a movement of from 10 to 50 points. Livermore once told me he never touched anything unless there were at least 10 points in it according to "is calculations." So writes Richard Wyckoff, the legendary trader who in the 1930s wrote a manifesto that gained him a cult following on Wall Street.

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OSC Proposes Four New Prospectus Exemptions

Exemptions intended to help firms raise capital, while protecting investors.

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Majority Rules for TSX-Listed Companies

The Ontario Securities Commission (the "OSC") has approved amendments (the "Amendments") to Part IV of the Toronto Stock Exchange (the "TSX") Company Manual. Commencing with annual meetings of shareholders following fiscal years ending June 30, 2014, all directors of TSX-listed issuers, with the exception of majority-controlled issuers, must be elected by a majority of votes cast at any shareholders' meeting other than a contested meeting.

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Say-On-Pay Movement On The Rise In Canada, But Is It Changing Anything?

Although public revolts by shareholders are relatively rare in Canada, say-on-pay votes are becoming more common even though the results of these voluntary ballots on executive pay are nonbinding on companies.

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Amendment to the 10% Rule for Ontario-Registered Plans Now in Force

We had reported a few weeks ago that the Ontario Government had posted for public consultation a proposed exemption to the 10% rule. The 10% rule limits the percentage of plan assets that can be invested in, or loaned to, any one company or group of related companies to 10% of the total book value of the plan assets. The purpose of the 10% rule is to promote diversification. There are a number of exceptions to the 10% rule, including investments in securities issued or fully guaranteed by the federal or provincial governments.

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Securities Law 2013: The Year In Review And What's Ahead For 2014

2013 saw a number of significant developments in securities law, including a strong push for a national securities regulator, notable developments for insider trading, a new proposed regulatory regime for shareholder rights plans, and a proposal to address gender diversity on boards and senior management. The year also delivered a series of noteworthy judicial decisions involving proxy battles, defensive tactics, and disclosure issues involving assessments of materiality, to name a few. The Canadian Securities Administrators issued a number of notices providing guidance for interpreting securities legislation, and multiple legislative changes were adopted or proposed.

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