CSA opens consultation on modernizing public company regulation

Regulator seeks input on capital-raising rules, reporting thresholds and disclosure requirements

CSA opens consultation on modernizing public company regulation

The Canadian Securities Administrators has released a consultation paper asking market participants to weigh in on possible changes to securities legislation governing public companies.

The paper is open for comment for 120 days and covers a range of topics, including how venture and non-venture issuer status is determined, the possibility of exempting certain venture issuers from parts of International Financial Reporting Standards, hold periods on private placements by reporting issuers, and ways to simplify material change reporting.

The CSA is also asking how recent changes to US requirements around periodic reporting, capital raising and disclosure should factor into Canada's own approach, along with general feedback on other potential reforms.

"The CSA continues to explore ways to support a regulatory framework for reporting issuers that facilitates access to capital, supports the competitiveness of Canadian capital markets and balances investor protection," said Stan Magidson, CSA Chair and Chair and CEO of the Alberta Securities Commission. "We are committed to ensuring that Canada's securities regulatory environment adapts to the evolving needs of investors, reporting issuers, and other market participants."

Building on recent changes

The consultation follows several measures the CSA has already rolled out for reporting issuers, among them an exemption letting eligible venture issuers move to semi-annual financial reporting, an expansion of limits under the Listed Issuer Financing Exemption, exemptive relief from some prospectus and disclosure obligations to support initial public offerings, a new prospectus exemption for companies newly becoming reporting issuers, a well-known seasoned issuer regime meant to speed up capital raising for established issuers, and an access-based model for prospectus and continuous disclosure documents.

The regulator said uptake on these measures has been strong, with more than 10% of eligible companies choosing to adopt semi-annual reporting and a meaningful volume of capital raised through the LIFE exemption.

The CSA said it will review all feedback gathered during the comment period to determine whether new rules, or changes to existing ones, are needed. The organization represents the securities regulators across Canada's provinces and territories and works to align regulatory approaches across the country's capital markets.

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