Canadian Securities Administrators Propose Changes to Annual and Quarterly Disclosure Obligations for Non-Investment Fund Reporting Issuers
The Canadian Securities Administrators (“CSA”) recently published for comment proposed amendments to National Instrument 51-102 – Continuous Disclosure Obligations and related amendments that would change the annual and interim filing requirements for reporting issuers in Canada (other than investments funds). In addition to streamlining and clarifying certain disclosure requirements, the proposed amendments would combine the financial statements, management’s discussion and analysis (“MD&A”) and, where applicable, annual information form (“AIF”) into one disclosure document for annual and interim filings. Concurrently, the CSA is seeking feedback on a potential framework for semi-annual reporting for certain venture issuers (although no formal amendments to implement the framework have been proposed at this time).
The Proposed Amendments
Since 2017, the CSA has been exploring ways to reduce regulatory burden on Canadian public companies without compromising investor protection or the efficiency of the capital markets. As part of this initiative, and in light of stakeholder feedback, the CSA conducted a review of disclosure requirements for annual and interim filings with a view to reducing the burden of disclosure on reporting issuers, while enhancing the usefulness and understandability of the disclosure for investors. Similarly, in its final report, Ontario’s Capital Markets Modernization Task Force recommended that the disclosure requirements for financial statements, MD&A and AIF be combined.
The proposed amendments would streamline and clarify the existing requirements set out in the current MD&A and AIF forms by:
- eliminating duplicative and overlapping disclosure requirements;
- eliminating disclosure requirements that are redundant or where the burden on reporting issuers outweighs the benefit to investors;
- consolidating existing requirements to disclose similar information in different ways; and
- clarifying expectations of the CSA with respect to certain requirements that may be vague or unclear.
The proposed amendments would also combine the existing financial statements, MD&A and, where applicable, the AIF, as follows:
- Non-venture issuers would file an annual disclosure statement that would include the annual financial statements, annual MD&A and AIF.
- Venture issuers would file an annual disclosure statement that would be required to include the annual financial statements and annual MD&A. Venture issuers who want to be eligible to file a short form prospectus would have the option to file a stand-alone AIF or to include an AIF in its annual disclosure statement.
- Both venture and non-venture issuers would file an interim disclosure statement that would consist of the interim financial statements and MD&A.
Lastly, the proposed amendments also introduce certain new disclosure requirements that are intended to address gaps identified by the CSA in its review. Examples include disclosure requirements for issuers reporting investments at fair value, and a requirement for venture issuers to provide a description of their business in their MD&A.
The proposed amendments include proposed transitional provisions that would require issuers to comply with the amendments beginning on the date the issuer is required to file an annual disclosure statement for its first financial year ending on or after December 15, 2023.
Semi-Annual Reporting
The CSA is also seeking feedback on a proposed framework to allow for semi-annual (rather than quarterly) reporting for all venture issuers that are not SEC issuers. Notably, the framework does not include any qualification criteria based on financial metrics such as market capitalization or revenues. However, semi-annual reporting would be optional, so that venture issuers could report at a frequency that reflects their situation and investor expectations. Under the potential framework, participating issuers would file an annual disclosure statement as well as an interim disclosure statement following Q2. In lieu of interim disclosure in respect of Q1 and Q3, participating issuers would file a news release within 60 days of the end of the quarter containing certain prescribed disclosure (e.g., updates on operations, unexpected events and risks, etc.). Issuers would be required to opt into or out of the regime before the beginning of each financial year. If an issuer lost its eligibility during a fiscal year, it would be required to file all applicable Q1 and Q3 filings not otherwise filed prior to the date on which it no longer qualified for semi-annual reporting.
The CSA is accepting comments on the proposed amendments and semi-annual reporting framework until September 17, 2021.
For further information regarding the proposed amendments and how they could impact your business, please contact any member of our Capital Markets Group.
Expertise
Authors
Insights
-
Financial Services Regulatory
Canadian Securities Administrators Extend Compliance Deadline in Interim Approach to Value-Referenced Crypto Assets
On April 17, 2024, the Canadian Securities Administrators (CSA) provided an update to their interim approach in respect of “Value-Referenced Crypto Assets” (VRCAs), as set out in the CSA’s guidance in… -
Financial Services Regulatory
Obligations and Opportunity - Budget 2024’s Impact on the Blockchain Industry
As crypto-assets become subject to further regulation both domestically and globally, industry players find themselves presented not only with new obligations but also with new opportunities. Canada’s… -
Capital Markets
Public Safety Canada Releases Updated Guidance on Modern Slavery Reporting Obligations
The Fighting Against Forced Labour and Child Labour in Supply Chains Act (the “Act”) came into force on January 1, 2024, implementing enhanced reporting requirements for certain entities to… -
Capital Markets
Ontario Court of Appeal Enforces Contractual Waiver of Statutory Dissent Rights
Ontario’s Court of Appeal concluded in a recent decision that, subject to limited exceptions, shareholders can contractually waive statutory “dissent rights”, which allow shareholders to dissent in… -
Capital Markets
CSA Provides Further Updated Guidance on Virtual Shareholder Meetings
On February 22, 2024, the Canadian Securities Administrators (CSA) recently published updated guidance on virtual shareholder meetings following initial guidance provided in February 2022. See… -
Capital Markets
Access Model for prospectuses: Final amendments announced, Law360 Canada
Bill Gorman and Randy McAuley co-authored Access Model for prospectuses: Final amendments announced in Law360 Canada. Excerpt from Access Model for prospectuses: Final amendments…
Featured Work
-
Capital Markets
Dye & Durham’s defence of requisition from Engine Capital
Goodmans is acting for the board of Dye & Durham in connection with a defence of requisition from Engine Capital. The company announced on March 15, 2024 that it had received a letter… -
Capital Markets
Board of WonderFi Technologies Inc.’s proxy defense from KAOS Capital and Mogo
Goodmans is acting for the special committee of the board of WonderFi Technologies Inc in connection with its defense of a proxy contest launched by KAOS Capital and MOGO. KAOS Capital is a… -
Tax
Cineplex announces comprehensive refinancing plan
Goodmans is acting for Cineplex Inc., a leading Canadian entertainment and media company, in connection with its announcement of a comprehensive refinancing plan to improve financial flexibility and… -
Mergers and Acquisitions
Screaming Eagle announces merger with Lionsgate Studios
Goodmans LLP is acting for Screaming Eagle Acquisition Corp. in connection with its proposed merger with the Studio Business of Lionsgate Entertainment Corp., comprised of its Television Studio and… -
Capital Markets
StorageVault convertible debenture offering
Goodmans LLP acted for the underwriters in connection with a public offering by StorageVault Canada Inc. (“StorageVault”) of convertible senior unsecured debentures (the “Debentures”) on a bought deal… -
Capital Markets
E Automotive Inc. equity private placement
Goodmans LLP acted for E Automotive Inc. d/b/a EINC in its non-brokered private placement offering of 4,814,100 common shares ("Shares') to Intercap Equity Inc. at a price of C$4.23 per Share for…
News & Events
-
Banking and Financial Services
Goodmans Lawyers Recognized in the Lexpert Special Edition: Finance and M&A 2024
We are delighted to announce the Lexpert Special Edition: Finance and M&A 2024 once again features Goodmans lawyers among Canada's experts.Congratulations to our 33 featured lawyers:Alan… -
Banking and Financial Services
The Canadian Legal Lexpert Directory 2024 Continues to Recognize Goodmans
We are proud to announce Goodmans LLP has once again been recognized in the 2024 edition of The Canadian Legal Lexpert Directory.91 Goodmans lawyers have been recognized as top-tier in their… -
Banking and Financial Services
Chambers and Partners Continues to Honour Goodmans with Global Recognition
We are proud to announce Goodmans LLP has once again received top-tier recognition from Chambers and Partners in the Chambers Global 2024 Guide released today. Recognition from…