Following feedback received on the Canadian Securities Administrators (CSA) Consultation Paper 51‐ 404 – Considerations for Reducing the Regulatory Burden for Non‐Investment Fund Reporting Issuers, the CSA has confirmed its intention to pursue an in‐depth policy review of six areas of securities regulation. The goal of the review is to reduce the regulatory burden on reporting issuers.

  • In its Staff Notice 51‐353 – Update on Consultation Paper 51‐404 published on March 27, 2018, the CSA explained that it prioritized areas: (1) that market participants generally supported as areas of undue regulatory burden, (2) areas where rule changes were most achievable within the scope of the CSA's authority and (3) areas that would provide the greatest impact on reporting issuers in terms of reducing the time and expense associated with regulatory compliance.
  • Business Acquisition Reports. The value of the business acquisition report (BAR) requirement will be weighed against the significant compliance costs. Potential changes may include increasing financial thresholds for determining the significance of an acquisition, eliminating certain significance tests, adopting industry specific criteria for filing BARs and/or the eliminating the requirement to include pro forma financial statements.
  • Continuous Disclosure Obligations. Informational requirements found in certain continuous disclosure documents including the annual information form (AIF), financial statements and management's discussion and analysis (MD&A) will be re‐examined to determine if duplicative and extraneous disclosure can be reduced or eliminated. CSA staff will also consider whether any of the AIF, financial statements or MD&A can be consolidated into one document to prevent the volume of disclosure from detracting from key information.
  • Alternative Prospectus Model. Alternative offering models and prospectus concepts will be explored. A significant number of commentators suggested that the inclusion of non‐offering specific information such as the description of the business, description of authorized capital, prior sales, risk factors and trading data be examined given its presence in the reporting issuer's continuous disclosure information.
  • At‐the‐Markets Offerings. Revisions to the framework for at‐the‐market offerings will be considered, particularly the modification to eliminate the need to obtain exemptive relief prior to launching the offering.
  • Primary Business Financial Statement Requirements. The rules regarding the inclusion of financial statements for each "primary business" of an issuer in a long form prospectus will be revisited in light of the differences of interpretation amongst CSA staff and practitioners.
  • Electronic Delivery of Documents. Electronic delivery of certain documents, to the extent governed by securities legislation, will be considered by the CSA as a means of decreasing the associated printing and delivery costs.

The policy initiatives are intended to be undertaken by CSA staff in the near future. Any proposed changes that result from these initiatives will be published for comment prior to their enactment. There is no guarantee that any amendments will be made as a result of the CSA policy review.

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