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Goodmans Publications

Proposed New Continuous Disclosure Rules


Area Corporate Finance and Securities


In June 2002, the Canadian Securities Administrators (“CSA”) released for comment proposed new rules to simplify continuous disclosure requirements and make them uniform for reporting issuers which file in multiple provinces. The CSA has just released for further comment a revised proposal in response to comments received on the original draft.

The new requirements are contained in proposed National Instrument 51-102 Continuous Disclosure Obligations (the “Rule”).  Proposed Companion Policy 51-102 provides guidance on how the CSA will interpret and apply the Rule.

The Rule, when implemented, will establish consistent disclosure standards across Canada dealing with financial statements, management’s discussion and analysis (MD&A), reporting of material changes and significant business acquisitions (a new requirement), annual information forms (AIFs), executive compensation disclosure, shareholder meeting circulars, restricted share disclosure requirements and other filing requirements.

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