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OSC Releases IFRS Tips

Issuers will begin filing their first IFRS-compliant annual financial statements in the first quarter of 2012. In order to help with the transition, the OSC released a list of key elements required under the new regime, along with helpful tips on making the reporting transition.

The list includes tips in regards to deadlines, required disclosure and changes in accounting policies.

OSC Releases IFRS Tips

SEC modifies policy on Confidential Submissions by Foreign Private Issuers

On December 8, 2011, the United States Securities and Exchange Commission (the “SEC”) announced a new policy to the effect that, subject to certain exceptions discussed below, foreign private will no longer be able to submit initial registration statements to the SEC on a confidential basis.

Under the prior policy, foreign private issuers had the ability to submit registration statements (and amendments) to the SEC on a non-public basis in connection with their first time registration, permitting the SEC to review and comment on disclosure, and the issuer to respond to the SEC’s comments before making a public filing through the Electronic Data Gathering, Analysis and Retrieval (EDGAR) system.

As of December 8, 2011, the SEC will review initial registration statements submitted by foreign private issuers on a confidential basis only if the foreign private issuer is either:

• a foreign government registering its securities;

• listed or concurrently listing on a non-U.S. securities exchange;

• being privatized by a foreign government; or

• a foreign private issuer that can demonstrate that the public filing of an initial registration statement would conflict with the law of an applicable foreign jurisdiction.

The SEC will continue to assess use of this procedure and will make changes in the future.

SEC modifies policy on Confidential Submissions by Foreign Private Issuers

OSC Staff Notice 15-704 – Request for Comments on Proposed Enforcement Initiatives

On October 21, 2011, the Ontario Securities Commission (“OSC”) published OSC Staff Notice 15-704 (the “Notice”) requesting comments on proposed enforcement initiatives aimed at resolving enforcement matters more efficiently and effectively. Such initiatives include, among other things, a new program for explicit No-Enforcement Action Agreements with respect to market participants who self-report and remediate immediately, a new No-Contest Settlement Program wherein a cooperating market participant may resolve their enforcement matter without admitting facts or non-compliance, a clarified process for self-reporting which would ensure that all parties are informed on how best to self-report and the remedial options available to those who do self-report, and the establishment of a system for enhanced disclosure of credit granted for cooperation.

The Notice summarizes, among other things, each of the planned enforcement initiatives, discusses the need for an incentive based process that will encourage self-reporting among market participants, highlights the concern of concurrent civil litigation among persons and companies contacted during an investigation for documents and testimony, and provides further information about the comment process.

The comment period is open until December 20, 2011.

OSC Staff Notice 15-704 – Request for Comments on Proposed Enforcement Initiatives

Canadian Securities Regulators Warn Issuers Using Mass Advertising

On September 13, 2011, the securities regulators in Alberta, Ontario, Québec, Nova Scotia, New Brunswick and the Northwest Territories published Multilateral Staff Notice 51-336 (the “Notice”) identifying concerns regarding issuers who use mass advertising through various media, including television, social media, internet, radio and print.

Specifically, the Notice highlights a practice, primarily by junior issuers, of using brief television advertisements that highlight positive aspects of the issuer’s business or its prospects and the issuer’s stock symbol (or in the case of unlisted issuers, contact information for investment enquiries). The Notice sets out the view of securities regulators that mass advertisements for the purpose of promoting interest in an issuer’s securities may be contrary to securities legislation and/or be misleading to investors, as well as the concern that such advertisements do not reflect positively on the Canadian capital markets.

The Notice confirms that securities regulators will continue to monitor advertisements by issuers and may take regulatory action where appropriate.

Canadian Securities Regulators Warn Issuers Using Mass Advertising