The biggest changes in Canadian securities law in a decade have taken place in the past year. The onus is on public companies and their officers to keep up to speed and avoid running afoul of securities laws.
A lot has changed in the compliance requirements and reporting obligations for a public company and its officers – just in the past year. The OSC is making it easier to raise capital, but, on the other hand, it is also taking fresh steps to penalize wrongdoing.
The most commonly talked about change relates to crowdfunding. In January, Ontario became the fifth province to have a program that allows start-ups and small and medium-sized enterprises (SMEs) to raise capital through equity crowdfunding. But crowdfunding is just the tip of the iceberg. Other recent developments include:
Security holder prospectus exemption (Feb. 11, 2015). Listed issuers can access capital from their current shareholders more easily. Shareholders can access the often “sweetened” private placements of listed issuers that were previously for the most part only available to the small number of investors able to take advantage of the accredited investor exemption.
Family, friends and business associates (FFBA) prospectus exemption (May 5, 2015). This replaces Ontario’s much narrower founder, control person and family exemption and increases investment opportunities for investors who are closely related to a corporation but who would not have qualified under previously existing exemptions.
Amendments to the rights offering prospectus exemption (Dec. 8, 2015). The new rights offering exemption is designed to be faster and more efficient but it is only available to reporting issuers other than investment funds. As a result, the rights offering exemption changes the capital raising potential of both reporting and non-reporting issuers, but in very different ways.
Offering memorandum (OM) prospectus exemption (Jan. 13, 2016). This allows business enterprises, particularly SMEs, to benefit from more cost-effective access to capital from investors than was previously permitted under Ontario securities law.
The forthcoming whistleblower program, expected this year. This will provide monetary incentives for individuals to report alleged insider trading, accounting and disclosure violations and registrant misconduct. The program is also expected to entice companies to self-report wrongdoing to the Ontario Securities Commission (OSC).
“The OSC is cracking down on people who try to fly by the seat of their pants and end up running afoul of securities regulation,” said Tim McCunn, a partner with the Business Law Group at Perley-Robertson, Hill & McDougall LLP/s.r.l. with a focus on corporate and securities law.
If you’re an Ottawa-based listed company, the team at Perley-Robertson, Hill & McDougall is one of a few local choices with the experience and expertise to provide the sound legal counsel you need. With a well-rounded securities team that includes a dozen lawyers and law clerks, the firm acts for several public companies every day. Recent engagements include:
Closing a bought deal for DataWind Inc., a (TSX:DW) a Montreal/Toronto based provider of Internet connectivity for emerging markets
Acting for both parties in the recently announced merger of International Datacasting and Novra Technologies
Acting for SKILLSdox in their recently announced reverse take-over transaction that will result in their listing on the TSX Venture Exchange
IPOs for two capital pool corporations on the TSX Venture Exchange – Percy Street Capital Corp. and Mercal Capital Corp.
“We’ve built an excellent team of lawyers and clerks with great bench strength to help both public and private companies raise capital and close IPO and M&A transactions,” said Robert Kinghan, head of the firm’s Business Law Group. “Clients are often surprised they can find the same level of service from us, for substantially less than they would pay a firm in Toronto or Montreal.”
To learn more about how Perley-Robertson, Hill & McDougall can help your company navigate a rapidly changing securities environment, right here in your own backyard, visit www.perlaw.ca or call Robert at 613-566-2848.
