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David Palumbo

David Palumbo is a partner and Chair of the Corporate Transactions Practice Group in Baker McKenzie's Toronto office. David is a member of the Firm's North American Capital Markets Steering Committee and Global Inclusion, Diversity and Equity Committee. He serves as Chair of the Board of the You Can Play Project, a non-profit organization dedicated to ensuring the inclusion of all in sports. In 2023, David was named as one of Canada's Top 25 Most Influential Lawyers by Canadian Lawyer Magazine.

In January 2024, the Canadian Securities Administrators published amendments and changes to several national instruments and companion policies to implement a new non-mandatory access model for preliminary and final prospectuses of non-investment fund reporting issuers. The access model is not available for rights offerings, medium term note programs and other continuous distributions under a shelf prospectus. The amendments are effective 16 April 2024.

On 3 April 2023, significant amendments to the Canadian Securities Exchange listing policies came into force. Notably, the amendments are comprehensive in that they revise each of the CSE’s ten policies and create greater consistency between the policies of the CSE and other Canadian stock exchanges such as the Toronto Stock Exchange and the TSX Venture Exchange.

On 13 April 2023, the Canadian Securities Administrators (CSA) published a request for comments due by 12 July 2023. The CSA proposes two approaches to enhance the disclosure requirements of non-venture issuers that were previously adopted by most CSA jurisdictions in 2014 regarding corporate governance practices pertaining to board nomination, board renewal and diversity on boards and in executive officer positions. The proposals are designed to increase transparency about diversity and to provide investors with useful information to better understand how diversity is addressed by an issuer. The CSA has also requested comments on adapting similar diversity disclosure requirements to venture issuers in the future.

On 8 October 2020, the Government of Ontario tabled the Better for People, Smarter for Business Act, 2020 (Bill 213) for its second reading. Bill 213 introduces red tape reduction and regulatory modernization efforts to make Ontario more competitive. Among the changes proposed are amendments to the Business Corporations Act (Ontario) (OBCA) which would eliminate director residency requirements for Ontario corporations, and permit written shareholder resolutions to be effective if signed by a majority of votes rather than a unanimity of shareholders. Bill 213 has not yet received royal assent, and no date has been set for the coming into force of the proposed changes to the OBCA.

Non-investment fund issuers – 45-day extension for certain filing, delivery and base shelf prospectus renewal obligations normally due between 2 June 2020 and 31 August 2020
Investment funds – 60-day extension for certain filing, delivery and prospectus renewal obligations normally due between 2 June 2020 and 30 September 2020.

In response to the outbreak of Coronavirus Disease 2019 (COVID-19), US and Canadian securities regulators have taken actions and provided guidance to facilitate the public company annual shareholder meeting process and to provide limited relief for public companies unable to meet filing deadlines due to COVID-19. This alert summarizes these…

There is an increasing sense of urgency and expectation about putting the global economy on a path toward sustainable development. The urgency stems from a massive projected investment gap of EUR 180 billion each year to meet the Paris Climate Agreement goals. In its 2018 Action Plan on Sustainable Finance,…