Team Members ()

Publications ()

News ()

Pages ()

Services ()

  • Our Team

    Our Team

    • Lawyers & Clerks
    • Leadership Team
    • Board of Directors
    • Human Resources
    • Marketing & Business Development
    • Paraprofessional Services
  • Our Services

    Our Services

    • Service Areas
      • Aboriginal and Indigenous Law
      • Administrative Law
      • Agribusiness
      • Banking and Financial Services
      • Bankruptcy and Insolvency
      • Business Disputes
      • Business Immigration
      • Class Actions
      • Construction Law
      • Corporate and Business
      • Corporate Finance and Securities
      • Corporate Governance and Compliance
      • Cross-Border Law
      • Education Law
      • ESG (Environmental, Social, & Governance)
      • Estates and Trusts
      • Environmental Law
      • Foreign Direct Investment
      • Franchise Law
      • Health Law
      • Insurance
      • Intellectual Property
      • Labour and Employment
      • Litigation
      • Maritime Law
      • Media & Entertainment
      • Municipal Law
      • P3 and Infrastructure
      • Pensions and Benefits
      • Privacy, Data Protection and Cyber Security
      • Public Law
      • Real Estate
      • Regulation of Professions
      • SISIP LTD Allowances Class Action
      • Tax
      • Technology
      • View All
    • Industries
      • Cannabis
      • Construction & Property Development
      • Emerging & High Growth Companies
      • Energy & Natural Resources
      • Financial Services
      • Government & Institutions
      • Insurance
      • Manufacturing, Processing & Sales
      • Mining
      • Ocean Economy
      • Private Clients
      • Technology
      • View All
    • More Services
      • MC Advisory
      • MC Legal Lab
  • Our Insights
  • Our Firm

    Our Firm

    • Our Values
    • Our History
    • Our Representative Work
    • Our Global Reach
    • Our News
    • Diversity & Inclusion
    • Collective Social Responsibility
    • Pro Bono Program
  • Our Careers

    Our Careers

    • Lawyer Opportunities
    • Business Professional Opportunities
    • Paralegal & Legal Assistant Opportunities
    • Summer Student & Articling Opportunities
    • Diversity & Inclusion
    • Collective Social Responsibility
  • 1.866.439.6246
  • Contact
  • Search
  • Stay Updated
  • Contact Us
  • LexMundi World Ready
  • Privacy Policy
  • http://linkedin.com
  • http://facebook.com
  • http://twitter.com
  • 1.866.439.6246
Home > Our Insights > 5 Key Changes Streamline Venture Issuer Obligations
Publication

5 Key Changes Streamline Venture Issuer Obligations

Published:

January 18, 2016

Author(s):

  • Julie Robinson

Share

Print

Things have gotten a bit easier for venture issuers, such as those listed on the TSX Venture Exchange, with recent changes to their obligations. Venture issuers with a December 31st year-end can take advantage of the most significant change – a new way to meet the interim Management’s Discussion and Analysis (MD&A) requirement – for the first quarter of 2016. Here are the five key changes that streamline venture issuer obligations for 2015 and beyond.

  1. Simplified Interim MD&A With Quarterly Highlights. Venture issuers have the option to meet the requirement to provide interim MD&A with quarterly highlights disclosure. These quarterly highlights must give a short discussion of all material information about the issuer’s operations, liquidity and capital resources including:
    • An analysis of the issuer’s financial condition, financial performance and cash flows and any significant factors that have caused period to period variations in those measures.
    • Known trends, risks or demands.
    • Major operating milestones.
    • Commitments, expected or unexpected events, or uncertainties that have materially affected the issuer’s operations, liquidity and capital resources in the interim period or are reasonably likely to have a material effect going forward.
    • Any significant changes from disclosure previously made about how the issuer was going to use proceeds from any financing and an explanation of variances.
    • Any significant transactions between related parties that occurred in the interim period.
  2. Executive Compensation Disclosure. Venture issuers will also have the option to simplify their annual executive compensation disclosure.  The Canadian Securities Administrators (CSA) adopted a new form (Form 51-102F6V) implementing changes for venture issuers, including:
    • Reducing the number of executive officers for whom disclosure is required to the one, rather than three, highest-paid executive officer in addition to the CEO and CFO.
    • Reducing the number of years of disclosure from three to two.
    • Eliminating the requirement for venture issuers to calculate and disclose the grant date fair value of stock options and other equity-based awards in the summary compensation table. Venture issuers that choose to use the new form will instead disclose detailed information about stock options and other equity-based awards issued, held and exercised.
  3. Business Acquisition Reporting. The changes also simplify the business acquisition reporting requirements in National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) for venture issuers. The significance tests are narrowed for venture issuers so an acquisition for a venture issuer is only “significant” if the issuer’s proportionate share of the consolidated assets of the acquired business, or its consolidated investments in that business and advances to it as at the acquisition date, exceeds 100%, rather than the 40% before the change, of the issuer’s consolidated assets when calculated in the manner NI 51-102 requires. Venture issuers also no longer need to include pro forma financial statements in their business acquisition reports.
  4. Audit Committee Requirements. Venture issuers are also subject to new requirements for the composition of their audit committees starting in their first financial years beginning on or after January 1, 2016. However, for many venture issuers subject to stock exchange rules or corporate laws addressing audit committee composition similar to these changes, they will likely not have a material impact. Historically, venture issuers were exempt from the composition requirements in National Instrument 52-110 Audit Committees. With the changes, venture issuers are required to have an audit committee with at least three members, a majority of whom must not be executive officers, employees or control persons of the issuer or of an affiliate of it (except for limited periods of time in certain circumstances).
  5. Mineral Project Disclosure For Annual Information Form. Changes to the mineral project disclosure requirements in the annual information form (Form 51-102F2) conform mineral project disclosure to the requirements of National Instrument 43-101 Standards of Disclosure for Mineral Projects. Venture issuers that voluntarily file an annual information form as well as non-venture issuers will benefit from the consistency this change implements.

Read the CSA’s Notice of Amendments to National Instrument 51-102 Continuous Disclosure Obligations, National Instrument 41-101 General Prospectus Requirements and National Instrument 52-110 Audit Committees here.


Please contact your McInnes Cooper lawyer or any member of our McInnes Cooper Corporate Finance and Securities Team to discuss this topic or any other legal issue.


McInnes Cooper has prepared this document for information only; it is not intended to be legal advice.  You should consult McInnes Cooper about your unique circumstances before acting on this information. McInnes Cooper excludes all liability for anything contained in this document and any use you make of it.

© McInnes Cooper, 2016.  All rights reserved.  McInnes Cooper owns the copyright in this document. You may reproduce and distribute this document in its entirety as long as you do not alter the form or the content and you give McInnes Cooper credit for it.  You must obtain McInnes Cooper’s consent for any other form of reproduction or distribution. Email us at [email protected] to request our consent.

Share

Print
View Related Content

Related Lawyers

  • Julie Robinson

    Julie Robinson

    Partner

Related Services

  • Corporate Finance and Securities
  • Public Offerings and Private Placements
  • Private Equity and Venture Capital

Related Publications

View All Publications
  • 5 Practical Tips to Prepare for a Successful Venture Capital Financing

    Dec 14, 2022

    If you’re at the stage in the financing lifecyle where venture capital is the right route to grow your business, here are five tips to help…

    Read More
    Publication
  • 7 Deal Protection Measures to Help Avoid the Musk & Twitter M&A Drama

    Oct 28, 2022

    Finally closing on October 27, 2022, the tumultuous Elon Musk/Twitter M&A deal drama has been unfolding for months, with both sides making…

    Read More
    Publication
  • Going Public: 3 IPO Alternatives

    Apr 20, 2022

    If you’ve reached the stage in your financing lifecycle where you’re ready to take your company public, you might think you’ve only got…

    Read More
    Publication
  • Limited Options: New Employee Stock Option Tax Rules Effective July 1, 2021

    Jun 24, 2021

    Many employers use equity compensation plans like employee stock option plans to attract, motivate, and retain talent. One reason stock options…

    Read More
    Publication
  • Professional Health Services Sector M&A Deals: 5 Legal Positioning Tips

    Mar 26, 2021

    Merger and acquisition deals are still happening across all sectors, perhaps at an even higher rate than pre-COVID-19 pandemic, even if the…

    Read More
    Publication
  • 5 Term Sheet FAQs for Startups & Growing Companies

    Mar 18, 2021

    Your startup idea has blossomed into a viable business: you’ve incorporated a company, it’s been growing steadily, and you’re at the stage…

    Read More
    Publication
  • Getting the Deal Done: 3 Key Terms to Conserve Cash in M&A Deals

    Nov 24, 2020

    An economic downturn can result in an M&A uptick: there can be more attractive targets on the market, and sellers can be more motivated to…

    Read More
    Publication
  • Canadian Governance Diversity Disclosure Obligations: Get on Board

    Sep 29, 2020

    This publication has been updated as at December 22, 2022. It’s a forgone conclusion that diversity in thought and in leadership makes good…

    Read More
    Publication
  • Top 5 Legal Considerations When Launching a FINTECH Startup

    Jun 12, 2020

    The financial technology (Fintech) industry uses technology to support and enhance financial and banking services.

    Read More
    Publication
  • Coping with COVID-19: 5 Steps to Compliant Socially Distant AGMs

    Mar 17, 2020

    Business corporations laws and stock exchange policies mandate that issuers hold annual general meetings (AGM) and set requirements for when and…

    Read More
    Publication
  • Still an Option: Feds Delay New Tax Rules for Employee Stock Options

    Jan 30, 2020

    NOTE: The new tax rules for employee stock option plans take effect on July 1, 2021. Learn more at Limited Options: New Employee Stock Option…

    Read More
    Publication
  • CSA Staff Notice 51-359: Corporate Governance Compliance by Public Cannabis Co.’s

    Jan 22, 2020

    All issuers must comply with both periodic and ongoing securities law corporate governance (and other) disclosure requirements. This can,…

    Read More
    Publication
  • “Register for Individuals with Significant Control”: 5 Key Facts CBCA Corporations Need to Know to Comply

    May 21, 2019

    As of June 13, 2019, private companies incorporated under the Canada Business Corporations Act (CBCA) must prepare and maintain a register of…

    Read More
    Publication
  • Cannabis Compliance: 3 Tips to Help Cannabis Industry Reporting Issuers Comply with Securities Law Disclosure Obligations

    Nov 16, 2018

    Companies engaged in the cannabis supply chain are highly regulated by federal and provincial cannabis-specific laws as well as a myriad of…

    Read More
    Publication
  • The More Modern & Transparent Canada Business Corporations Act (CBCA)

    Jun 12, 2018

    This publication has been updated as at July 8, 2022. Changes to the Canada Business Corporations Act (CBCA) over the past several years have…

    Read More
    Publication
  • More Valuable Than Money? The 5 Most Common Equity Compensation Plans

    Apr 2, 2018

    Equity compensation plans are a valuable and versatile tool for many corporations, from early-stage startups to established blue-chips.…

    Read More
    Publication
  • Is cryptocurrency the right tool for your company to raise capital? 5 FAQs about Initial Coin Offerings (ICO)

    Dec 22, 2017

    Blockchain technology has already been a transformative force in a number of sectors. Its most prominent use to date has been as the…

    Read More
    Publication
  • “Facilitation Payments” to Foreign Public Officials Violates Canada’s Corruption of Foreign Public Officials Act

    Nov 17, 2017

    It’s official: as of October 31, 2017, “facilitation payments” contravene Canada’s Corruption of Foreign Public Officials Act (CFPOA).…

    Read More
    Publication
  • 2018 Planning Starts Now for TSX-Listed Issuers: TSX Updates Disclosure Requirements

    Nov 2, 2017

    On October 19, 2017, the Toronto Stock Exchange (TSX) announced it had adopted amendments to its Company Manual. Originally proposed in Spring…

    Read More
    Publication
  • 5 Anti-Corruption Law Compliance Program Tips

    Aug 16, 2017

    In the not-so-distant past, Canadian enforcement of its anti-corruption and anti-bribery legal regime has been relatively laid-back. But the…

    Read More
    Publication
  • Steering clear of personal liability for oppression: Supreme Court of Canada offers guidance to corporate leaders in Wilson v. Alharayeri

    Jul 17, 2017

    A corporation does not always sail in calm or safe waters. Cash shortages, unattainable or unmet goals, Board disagreements over the best course…

    Read More
    Publication
  • Anti-Corruption Law Exposes Payments to Governments Under Extractive Sector Transparency Measures Act

    May 11, 2017

    The Extractive Sector Transparency Measures Act is one of several anti-bribery and anti-corruption laws aimed at fighting corruption in the…

    Read More
    Publication
  • Cannabis Legalization in Canada: Seeds have sprouted, but the branches are still bare

    Apr 20, 2017

    On April 13, 2017, Canada’s federal government introduced legislation that, if passed into law, will legalize recreational cannabis in Canada.…

    Read More
    Publication
  • 5 Steps for Compliant Disclosure on Social Media

    Mar 30, 2017

    Social media platforms, like Instagram, Twitter, LinkedIn, YouTube, Facebook and GooglePlus, arguably have more followers and are more closely…

    Read More
    Publication
  • Cyber Security: A 5-Step Data Breach Risk Mitigation Plan for Corporate Boards & Directors

    Feb 24, 2017

    This publication has been updated as at January 12, 2023. Many organization (66%) store the personal information of customers. employees,…

    Read More
    Publication
  • Ontario Follows Suit With Securities Act Changes Tightening the Belt on Insider Trading Regulation

    Aug 15, 2016

    The standards expected of market participants are steadily increasing in response to demand to address white collar crime – including…

    Read More
    Publication
  • Get Your SEDAR Profile: Changes to Private Placement Filing Requirements Effective May 24 & June 30, 2016

    Jun 6, 2016

    On June 30, 2016, amendments to National Instrument 45-106 Prospectus Exemptions and related changes to Companion Policy 45-106 Prospectus…

    Read More
    Publication
  • 3 Tips to Use “Forward-Looking Information” to Enhance Your Investor Relations

    May 31, 2016

    You’re on a tight timeline to issue a press release. You finish your draft and ‘cut & paste’ your standard “forward-looking…

    Read More
    Publication
  • From Startup to Exit: 5 Key Stages of the Financing Lifecycle

    May 10, 2016

    This publication has been updated as at April 18, 2022. Access to sufficient capital is always a business issue, from the startup stage right…

    Read More
    Publication
  • 5 Key Changes to Early Warning Reporting System Effective May 9, 2016

    May 2, 2016

    Amendments changing the early warning reporting system take effect on May 9, 2016, provided all necessary approvals are obtained (except in…

    Read More
    Publication
  • New Early Warning Reporting System Exemptions for Certain Securities Lending Arrangements Effective May 9, 2016

    May 2, 2016

    Amendments changing the early warning reporting system take effect on May 9, 2016, provided all necessary approvals are obtained (except in…

    Read More
    Publication
  • The New Nova Scotia Mineral Resources Act: The Good, The Risky & The Neutral

    Apr 21, 2016

    On April 15, 2016, Bill No. 149, The Mineral Resources Act (2016) (2016 Act), passed its second reading in the NS House of Assembly. Although…

    Read More
    Publication
  • New Kid on the Block: Crowdfunding Joins Traditional Equity-Based Funding Options for Startups & SMEs

    Oct 19, 2015

    Access to sufficient capital to fund operations, research and development, and other costs is a key challenge for start-ups and for some small…

    Read More
    Publication
  • 5 “Legal” Reasons Why Natural Resource Companies Should Care About Corporate Social Responsibility (CSR)

    Dec 10, 2014

    “Corporate Social Responsibility” (CSR) as a concept has been floating around in business-speak for years – but stakeholders in the mining…

    Read More
    Publication
  • The Top 5 Corporate Governance Best Practices That Benefit Every Company

    Sep 16, 2014

    This publication has been updated as at August 25, 2022. Many believe that only public companies or large, established companies with many…

    Read More
    Publication
  • Joining the Crowd – NS & NB Consider Crowdfunding

    Jun 11, 2014

    Note: For an update on Crowdfunding, read: New Kid on the Block – Crowdfunding Joins Traditional Equity-Based Funding Options for Start-ups…

    Read More
    Publication
  • Legal Update: Risky Trading – Insiders and Potential M&A’s

    Nov 1, 2013

    Recent decisions of securities regulators and amendments to Canadian securities laws demonstrate regulators' lowered tolerance for insiders who…

    Read More
    Publication
  • A Practical Analysis of “Material Fact”

    May 21, 2013

    In its April 2013 decision in Re Stan, the Alberta Securities Commission provides issuers with a practical approach to the assessment of both a…

    Read More
    Publication
  • A White Paper on Reforming Canada’s Transportation Policies For the 21st Century

    Feb 8, 2013

    While much of the developed world struggles with debt and chronically low growth, Canada, one of the best-performing members of the G-7,…

    Read More
    Publication
  • CSA Staff Notice 11-318: Guidance for Cease Trade Order Database Users

    Aug 27, 2012

    Introduction and Purpose Staff of the Canadian Securities Administrators (CSA Staff or we) are publishing this Staff Notice (the Notice) to…

    Read More
    Publication
  • Canadian Securities Administrators Adopt Rule For Over-The-Counter Issuers

    Jun 1, 2012

    Multilateral Instrument 51-105, Issuers Quoted in the U.S. Over-the-Counter Markets will come into effect on July 31, 2012. Once effective,…

    Read More
    Publication
  • Alert: Supreme Court of Canada Finds Proposed Canadian Securities Act Unconstitutional

    Dec 22, 2011

    On May 26, 2010, the Canadian federal government released the proposed Canadian Securities Act (the Act) which would, among other things, create…

    Read More
    Publication
  • Investor Readiness

    Nov 1, 2011

    Entrepreneurs need to be ready for due diligence, so it’s essential to involve legal advisors and accountants early in the process. Click…

    Read More
    Publication
  • Accounting Firms – Do they need to be registered as exempt market dealers

    Oct 6, 2011

    In 2009 Canadian securities regulators changed the rules relating to securities “registration” – these rules determine who is required to…

    Read More
    Publication

Stay Updated

Subscribe to McInnes Cooper to stay current with our leading insights on legal updates, trends, news, events, and services.

Connect With Us:
  • Follow us on Twitter @mcinnescooper
  • Like us on Facebook @mcinnescooperlaw
  • Join us on LinkedIn @mcinnes-cooper
  • 1.866.439.6246
  • Privacy Policy
  • Copyright © 2023 — McInnes Cooper
Lex Mundi Logo MC Advisory Logo