Canadian Securities Administrators Publish Proposed Access Equals Delivery Model
On April 7, 2022, the Canadian Securities Administrators (CSA) published proposed amendments to securities legislation to implement an “access equals delivery” (“AED”) model for certain public company filings by non-investment fund reporting issuers. The proposed amendments are open for public comment until July 6, 2022 and can be found on the websites of CSA members. They are part of the CSA’s initiative to reduce the regulatory burden for Canadian public companies.
Overview of the Proposed Amendments
The AED model would allow issuers to comply with statutory delivery requirements for prospectuses, annual and interim financial statements and related management’s discussion & analysis (“MD&A”) by uploading documents to the System for Electronic Document Analysis and Retrieval (SEDAR) and issuing a news release informing investors of their availability and specifying that paper or electronic copies of the documents can be obtained upon request. The proposed amendments would not apply to materials that require immediate shareholder action, such as proxy circulars and takeover and issuer bid circulars, or to certain types of prospectuses, such as for rights offering and medium term note programs and other continuous distributions under a shelf prospectus.
The proposed amendments clarify that, under the AED model, withdrawal rights for a prospectus offering may be exercised within two business days after the later of (a) the date that access to the final prospectus or any amendment has been provided, and (b) the date that the purchaser has entered into the agreement to purchase the securities.
The AED model would not supersede existing corporate laws and regulations requiring specific delivery requirements, such as requirements of issuers under the Canada Business Corporations Act to send annual financial statements to registered shareholders before the issuer’s annual meeting, or requirements under the Ontario Business Corporations Act to send annual financial statements to registered shareholders requesting them.
Potential Impact of Proposed Amendments
The CSA believes the AED model will provide a more cost-efficient, timely and environmentally friendly method of providing disclosure to investors, modernizing the way documents are delivered and reducing the regulatory burden on issuers, without compromising investor protection. The AED model would not eliminate an investor’s right to request documents in paper or electronic form or prevent an issuer from delivering financial statements and related MD&A based on an investor’s standing instructions.
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
-
Capital Markets
Canadian Securities Regulators Announce New Measures to Promote Competitiveness of Canada’s Capital Markets
In response to ongoing uncertainty in global capital markets, the Canadian Securities Administrators (CSA) recently published three coordinated blanket orders (the “Blanket Orders”) intended to reduce… -
Capital Markets
Canada’s stock market is broken and we must fix it, The Globe and Mail
In an article published in the The Globe and Mail, co-authors Stephen Pincus and Brad Ross share their insights on revitalizing Canada’s capital markets.“The trade war with the U.S. has drawn… -
Banking and Financial Services
Canadian Securities Regulators Publish Temporary Exemptions For Derivatives Data Reporting Requirements
On February 20, 2025, the Canadian Securities Administrators (CSA) introduced temporary exemptions from certain derivative data reporting requirements relating to unique product identifiers for… -
REITS and Income Securities
The Legal Industry Reviews Edition 7 - REITs Chapter
Stephen Pincus, Brenda Gosselin, and Bill Gorman have co-authored The Canadian REIT Structure in the seventh edition of The Legal Industry Reviews Canada.To view the… -
Capital Markets
Proxy Advisors Update Canadian Voting Guidelines for 2025
In late 2024, Institutional Shareholder Services (ISS) and Glass Lewis, two leading North American proxy advisory firms, updated their benchmark proxy voting guidelines ahead of the 2025 proxy season… -
Capital Markets
Going Public in Canada
Going Public in Canada was developed by Goodmans LLP to provide a practical overview of the initial public offering (“IPO”) process. The information in this guide is limited to the laws and guidance…
Featured Work
-
Mining
Paulson and NOVAGOLD RESOURCES INC. to acquire Barrick Gold Corp.’s 50% stake in Donlin Gold LLC for US$1 billion
Goodmans LLP is advising Paulson & Co Inc. in connection with a backstop financing commitment entered into as part of its agreement to jointly acquire with NOVAGOLD RESOURCES INC. a 50% interest… -
Mergers and Acquisitions
TD Securities Inc. Facilitates Nuvei Corporation’s $6.3 Billion Acquisition by Neon Maple Purchaser Inc.
Goodmans advised TD Securities Inc. in connection to its role as financial advisor and independent valuator for the Special Committee of the Board of Nuvei Corporation (“Nuvei”) in its go-private… -
Shareholder Activism
Plantro Ltd. announces Tender Offer for up to 15% of Information Services Corporation’s voting shares
Goodmans LLP advised Plantro Ltd. in connection with a Tender Offer involving the acquisition of up to 15% Class A Limited Voting Shares of Information Services Corporation (the “Company”), at a price… -
Capital Markets
Northwest Healthcare Properties Real Estate Investment Trust announces inaugural unsecured debentures offering
Goodmans LLP advised Northwest Healthcare Properties REIT in connection with a private placement offering of $500 million aggregate principal amount of senior unsecured debentures of the REIT in two… -
Capital Markets
Raymond James Ltd. facilitates $30 million equity financing for Medexus Pharmaceuticals Inc.
Goodmans LLP acted for Raymond James Ltd., as lead underwriter and sole bookrunner, in connection with the $30 million equity financing of Medexus Pharmaceuticals Inc. by way of shelf prospectus… -
Capital Markets
Mandalay Resources Corporation Base Shelf Prospectus
Goodmans LLP advised Mandalay Resources Corporation in connection with its base shelf prospectus dated December…
News & Events
-
Banking and Financial Services
Goodmans Lawyers Once Again Recognized in the Lexpert Special Editions: Finance 2025 and Mergers and Acquisitions 2025
We are proud to announce the Lexpert Special Editions: Finance 2025 and Mergers and Acquisitions 2025 once again feature Goodmans lawyers among Canada's experts.Congratulations to… -
Aging and Health Care
The Canadian Legal Lexpert Directory 2025 Once Again Recognizes Goodmans
We are proud to announce Goodmans LLP continues to be recognized in the 2025 edition of The Canadian Legal Lexpert Directory.Congratulations to the 96 Goodmans lawyers recognized as leaders across… -
Banking and Financial Services
Chambers and Partners Once Again Honours Goodmans with Global Recognition
We are proud to announce Goodmans LLP continues to receive top-tier recognition from Chambers and Partners in the Chambers Global 2025 Guide released today.Recognition from Chambers and Partners is…