As we usher in the start of our summer and approach the half-way point of 2010, I thought I would roundup a few recent regulatory developments worth noting and keeping on your radar... 

 

Earlier this year, the Ontario Securities Commission released OSC Staff Notice 51-717 regarding the disclosure of corporate governance and environmental matters by reporting issuers. During 2010, they intend to conduct a review of compliance with the requirements of National Instrument 58-101 Disclosure of Corporate Governance Practices. The review will build on the results of their 2007 review, described in CSA Staff Notice 58-303 Corporate Governance Disclosure Compliance Review. 

 

During 2010, the OSC also intends to issue a staff notice providing guidance on compliance with existing environmental disclosure requirements under National Instrument 51-102 Continuous Disclosure Obligations. They intend to publish the notice by December 2010 so that reporting issuers can consider the guidance when preparing their 2010 annual continuous disclosure documents. The OSC also issued a report to the Ontario Minister of Finance in January of 2010 with recommendations aimed at creating more structure around environmental and corporate sustainability reporting.

In April, the Canadian Securities Administrators (CSA) issued a request for comments to changes proposed to national instruments dealing with NI-54 101 on the Communication with Beneficial Owners of Securities of a Reporting Issuer and also to Continuous Disclosure Obligations. The key aspects of the proposed amendments include: The introduction of a "notice-and-access" regime for Canada, in which reporting issuers have the option of sending investors a notice informing them that the information circular and other proxy-related materials are available on the Internet instead of sending the information circular by mail; enhanced disclosure regarding the beneficial owner voting process; and simplification of the beneficial owner proxy-appointment process. The comment period will expire on August 31, 2010 and CSCS intends to look at the proposed amendments and to gather member feedback on their perceived impact in order to respond to the request for comments.

In May, the federal government tabled a new legislation, the Canadian Securities Act, aimed at creating a national securities regulator. The Canadian Securities Transition Office, which led the work on the proposed Canadian Securities Act, intends to release a detailed transition plan during the summer. It is being proposed by the government as a voluntary regime, which enables provinces and territories to opt in at their choice. So far, Quebec, Alberta and Manitoba have indicated that they intend to continue with the status quo.

In early June, the Multilateral Consultation Paper 51-403, Tailoring Venture Issuer Regulation, was released. It seeks input on whether there is an opportunity to build on the current venture market regulatory regime and further enhance investor protection while reducing regulatory costs for venture issuers. In addition to soliciting written comments, participating Canadian securities regulators will be holding consultation sessions across Canada, beginning in June, to solicit feedback from venture market participants, gauge interest in the proposals, and identify any regional differences. This is another area that CSCS will be following closely over the next few months.

 

On the not-for-profit side, the Ontario Government introduced Bill 65 on May 12, 2010: the new Not-for-Profit Corporations Act, 2010 (the "NFPCA"). The stated purpose of the NFPCA is to modernize the legal framework for Ontario's 46,000 provincially incorporated not-for-profit corporations. The proposed legislation follows the federal Not-for-profit Corporations Act which received Royal Assent in June 2009 (not yet proclaimed in force) and which made similar reforms to the legislative scheme applicable to federally incorporated not-for-profit corporations. 

 

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