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The Canadian Securities Administrators (CSA) have published CSA Notice of Republication and Request for Comment Regarding Proposed National Instrument 51-103 Ongoing Governance and Disclosure Requirements for Venture Issuers

On July 29, 2011, the Canadian Securities Administrators (“CSA”) published for comment a proposed rule and rule amendments (collectively, the “Original Proposals”) proposing a new tailored regulatory regime for venture issuers. After reviewing the comments received and further consideration, the CSA is proposing various changes to the Original Proposals. Consequently, on September 13, 2012, the CSA republished the proposed rule and rule amendments for a second public comment period.

Consistent with the Original Proposals, the CSA is proposing the adoption of a single new national instrument, National Instrument 51-103 – Ongoing Governance and Disclosure Requirements for Venture Issuers (“NI 51-103”) that, for venture issuers, will mandate most of their substantive continuous disclosure and governance obligations.

NI 51-103 introduces a proposed new tailored regulatory regime for venture issuers that are intended to streamline venture issuer disclosure to reflect the needs and expectations of venture issuer investors. The regime also aims to make the disclosure requirements more suitable and more manageable for venture issuers at this stage of their development. NI 51-103 replaces the disclosure obligations set out for venture issuers in National Instrument 51-102 – Continuous Disclosure Obligations, National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings, National Instrument 52-110 – Audit Committees, National Instrument 58-101 – Disclosure of Corporate Governance Practices and National Policy 58-201 – Corporate Governance Guidelines.

Further details can be found here.

The Canadian Securities Administrators (CSA) have published CSA Notice of Republication and Request for Comment Regarding Proposed National Instrument 51-103 Ongoing Governance and Disclosure Requirements for Venture Issuers

The Canadian Securities Administrators (CSA) have published CSA Notice 45-310 Update on CSA Staff Consultation Note 45-401 Review of Minimum Amount and Accredited Investor Exemptions

On November 10, 2011, CSA staff published CSA Staff Consultation Note 45-401 Review of Minimum Amount and Accredited Investor Exemptions (the consultation note). The consultation note provided information about the two exemptions under review and set out 31 consultation questions. The comment period closed on February 29, 2012.

On June 7, 2012 CSA staff published CSA Staff Notice 45-310 which updates market participants on the status of the consultation.

With respect to the Accredited Investor Exemption, some commenters supported retaining the accredited investor exemption and the definition of accredited investor in its current form while others suggested that the CSA could broaden the exemption to increase access to capital by businesses and opportunities to invest in the exempt market for more people.

With respect to the minimum amount exemption, many stated that the minimum amount is a flawed basis to measure investor sophistication or ability to withstand loss and operates to discourage diversification or appropriate investment strategies. Many recommended that the CSA repeal the exemption because of these concerns. Others recommended that the CSA keep the exemption at its current threshold despite these concerns. Their reasons for keeping the minimum amount exemption included: its usefulness as an alternative exemption when no other is available; its simplicity where investors are not willing to complete paperwork; and, the reasonable assumption that an investor would exercise care and caution before making such a large investment

Given the number of comments and the diversity of the feedback provided, the CSA indicated they would need further time to complete their review and consider the feedback. The CSA have indicated that they will finalize their review and publicly report on their conclusions later this year. A copy of the notice can be found here.

The Canadian Securities Administrators (CSA) have published CSA Notice 45-310 Update on CSA Staff Consultation Note 45-401 Review of Minimum Amount and Accredited Investor Exemptions