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On January
16, the Canadian Securities Administrators
adopted "Investor Confidence Rules"
similar to those contained in SOX (Sarbanes-Oxley
Act of 2002 now in force in the United States).
These new rules are contained in Multilateral
Instruments 52-108, 52-109 and 52-110 which
respectively deal with Auditor Oversight;
Certification of Disclosure in Issuer's Annual
and Interim Filings; and Audit Committees.
Some of these rules will apply to interim
financial statements for the quarter ending
March 31, 2004 and others will apply upon
the first annual meeting of the issuer after
July 1, 2004.
These rules constitute another round of significant
changes in Canadian securities laws and as
such issuers should immediately become familiar
with them.
Should you have any questions or comments,
please contact Judith
Wilkin of the Fogler Rubinoff
Securities Law Group or your primary FR contact.
Please see the full article here
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TSX &
OSC CHANGES
Jan,
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A number
of significant changes have recently occurred
at the Toronto Stock Exchange and Ontario
Securities Commission. Substantial new rules
on continuous disclosure obligations will
have to be complied with almost immediately.
A summary of all the changes is attached and
we welcome you to contact any member of our
Securities Law Group for further information.
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August
2003 was a bad month. The worst month, in
fact, for Internet viruses and worms, according
to the experts.
Last summer saw the debut of the Blaster worm,
followed by variants such as W32.Blaster.C
worm.
Following a typical sequence of events, someone
writes and releases a new worm, and then the
copycats jump in, tweaking the beast and producing
their own versions, called variants. Blaster
itself followed seven months of 'net crises
over the SoBig virus, its variants, other
viruses and then their variants. Please see
the full article here
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January
1, 2004 changes the way organizations operating
in Canada deal with personal information.
Please see the full article here
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Reducing
time and expense in initiating, negotiating
and completing a commercial loan transaction
should be the goal of every financial institution
and banking lawyer. LoanTransact ,
an application service provider, developed
by lawyers at Fogler Rubinoff LLP, allows
all parties to a transaction to complete all
of the requisite loan, account and security
documentation without duplication of effort.
The user is presented with a single set of
questions which, once answered, complete all
of the documents without repetition. Information
entered is stored, available to be used for
subsequent related transactions. Parties can
have 24/7 access to the data base from any
location. Please see the full article here
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The
System of Electronic Disclosure by Insiders
("SEDI") will be launched on May
5, 2003. SEDI is the insider trade reporting
system that will be available over the internet
at www.sedi.ca
and replaces the paper-based reporting system
currently being used by insiders. Reporting
Issuers will be brought on-line commencing
May 5, 2003 and Insiders will then be brought
on-line commencing June 9, 2003. Please see
the full article here
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The
Ontario Securities Commission recently announced
that it has adopted Rule 13-502 - Fees (the
"Rule") which is scheduled to come
into force on April 14, 2003, but may come
into force as early as March 31, 2003 if it
receives an expedited review by the Minister
of Finance. Please see the full article here
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The
Ontario Securities Commission, together with
the other members of the Canadian Securities
Administrators, have adopted National Policy
51-201 - Disclosure Standards (the "Policy").
At the same time, National Policy 40 - Timely
Disclosure, was rescinded. For further details,
please click here
to read the full article.
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At a
recent Infonex Conference entitled "Immunizing
your Board for Effective Audit and Risk Committees",
our partner, Michael Slan, delivered a paper
on the increased exposure to legal liability
for audit committee members. The paper's theme
focussed on the combination of factors which
are creating additional significant risks
for directors and audit committee members.
For further details, please click here
to read Michael Slan's paper.
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This
Update deals with the Capital Pool Company
Program which the Ontario Securities Commission
has announced it will adopt, to become effective
on June 15, 2002, subject to the approval
of the Ontario Minister of Finance.
The Capital Pool Company Program has been
successfully operating in the Western Provinces
for more than a decade. Its adoption by Ontario
represents a welcome and important addition
to the Ontario capital markets landscape.
Please see the full update here.
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Our
former partner and good friend, Jay Hennick,
President and C.E.O. of our client, FirstService
Corporation, has been chosen by Canadian Business
Magazine as its C.E.O. of the year. As well
as being featured on the cover, Jay is prominently
mentioned in an article entitled the "Dream
Team", which also picked the top COO,
CFO and V-P Finance for Canada and is the
subject of a feature article on both himself
and FirstService Corporation entitled "At
your service". We congratulate Jay and
FirstService Corporation on this outstanding
accomplishment.
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With
the help of Fogler, Rubinoff LLP, eBiz Toronto
is forging links among businesses, governments
and educational institutions in the promotion
of e-business. The report of the Canadian
E-Business Opportunities Roundtable recently
concluded that "despite the fluctuations
of Internet stocks, technology is driving
much of the wealth creation in Canada and
worldwide, and will continue to do so."
Please see the full article here
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"There
are many more options for small businesses
to obtain financing than a decade ago."
So says Michael Slan, a lawyer and partner
at the Toronto law firm of Fogler Rubinoff.
"In fact," says Slan, who specializes
in corporate finance and advises both lenders
and entrepreneurs, "it pays to shop around
when looking for financing." Please see
the full article here.
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Fundamental
changes to the regulatory framework that exempts
distributions of securities from the registration
and prospectus requirements of the Securities
Act (Ontario) are anticipated to become effective
on November 30, 2001 as a result of the adoption
by the Ontario Securities Commission of revised
Rule 45-501 - Exempt Distributions.
In addition, all of the members of the Canadian
Securities Administrators (other than the
Quebec Securities Commission) have adopted
Multilateral Instrument 45-102 -Resale of
Securities to harmonize and clarify the resale
rules applicable to exempt distributions.
The Instrument is also anticipated to become
effective on November 30, 2001.
These changes are fundamental in nature and
will affect every issuer seeking to raise
capital in Ontario's exempt market, regardless
of its market capitalization or whether or
not it is already "public". Please
see the full article here.
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National
Instrument 55-102 on the System For Electronic
Data on Insiders, otherwise known as SEDI,
is anticipated to become effective on October
29, 2001. This will result in new electronic
filing requirements for all SEDAR reporting
issuers (other than mutual funds) and their
insiders. There will also be electronic and
paper filing requirements for any SEDI user,
which will be anyone who will be filing reports
on behalf of issuers or insiders. Please see
the full article here.
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One
of our partners Michael Slan has compiled
a detailed summary of the requirements for
Doing Business in Canada. Useful for both
foreign investors entering the Canadian market
for the first time and Canadian entrepreneurs.
The paper entitled "How to enter the
Canadian market - A legal road map contains
summaries of laws applicable to all businesses
in Canada. Please see the full article here.
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The
Ontario Securities Commission (the "OSC")
has recently published three rules which will
affect the financial disclosure made by reporting
issuers in Ontario. When they are effective,
they will impact financial statements, AIF
and MD&A disclosure. The following is
a discussion of the changes to the current
financial disclosure requirements to be implemented
by the new rules. Please see the full article
here.
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This
article was published by CCH Canadian Limited
in the "Tax Topics" newsletter (No.
1514 - March 15, 2001) which is distributed
nationally to tax and accounting professionals.
The article is a comment on two very recent
Supreme Court decisions that considered the
meaning of a "partnership". Although
the cases arose in an income tax context,
the cases would also be applicable to the
law of partnerships, generally. Please see
the full article here.
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A summary
of the Zimmerman Amendments governing the
conduct of take-over and issuer bids which
are to become effective in certain jurisdictions,
including Ontario, on March 31, 2001. Please
see the full article here.
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On June
8, 2000, the Arthur Wishart Act (Franchise
Disclosure), 2000 was passed by the Ontario
Legislature. Regulations under the Act, dealing
mostly with disclosure obligations, come into
force, along with the rest of the Act, on
January 31, 2001. The Regulations are quite
specific as to the content of the franchisor's
disclosure document. Please see full article
here.
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Today,
the first commercial mortgage-backed securities
offering by a unit affiliated with TD Bank
takes place when Solar Trust receives the
proceeds of its recent sale of $189.6-million
of pass-through certificates. The proceeds
will be used to fund commercial mortgages
placed on 16 properties in Quebec, Ontario
and Alberta owned by RioCan Real Estate Investment
Trust. Please see the full article here.
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May
10-14, 2000 - Fogler, Rubinoff LLP hosted
the Annual Meeting of the International Lawyers
Network ("ILN"), an association of over 4,200
lawyers in 73 firms in 59 countries. Please
see Globe and Mail article by Daniel McHardie,
May 22, 2000, "Global
lawyers network stresses independence."
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Effective
January 1, 2000, the law firm of Fogler, Rubinoff
became a limited liability partnership ("LLP"),
as permitted by amendments to the Partnerships
Act and the Law Society Act, and is now known
as "Fogler, Rubinoff LLP" (the "Firm").
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February
28, 2000 - We are pleased to deliver this
Federal Budget Commentary which was produced
by the CICA. Bob Jason, CA, LL.B., M.B.A.,
LL.M., partner of Fogler, Rubinoff LLP, acted
as editor of this Commentary.
2000NEW.PDF
- 228K Acrobat PDF document
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May
2, 2000 - We are pleased to deliver this Provincial
Budget Commentary which was produced by the
CICA. Bob Jason, CA, LL.B., M.B.A., LL.M.,
partner of Fogler, Rubinoff LLP, acted as
editor of this Commentary.
PROVBUD00.PDF
- 32K Acrobat PDF document
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January
14, 2000 - Recent Amendments to the Securities
Act (Ontario) and to the Toronto Stock Exchange
Company Manual.
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April
19, 2000 - Proposed Changes to Content and
Preparation of Interim and Annual Financial
Statements.
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May
3, 2000 - OSC Enacts Revised Policy 9.1 -
Rule 61-501 respecting Insider Bids, Issuer
Bids, Going Private Transactions and Related
Party Transactions and Companion Policy 61-50ICP
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by Robert
Fulford and Megan Oldfield, published by Towery
Publishing, Inc., 1997
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SPRING
2001
- Third Party Civil Penalties - Advisors
Beware!
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SUMMER
2001
- Non Disclosure Agreements.
- The Ontario Franchise
Disclosure Act.
- Software Development
Agreements.
FALL
2000
- New Rules and Structure
for the Registration
of Top-Level Canadian
Domain Names.
- On-line Contracts:
Minimizing Liability
in the Brave New World.
- Bare Trusts: Are Beneficiaries
Liable?
- Giving Due Diligence
Its Due
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