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