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Grace Kim-Cho

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Grace Kim-Cho is a member of the North America Corporate and Securities Group. Ms. Kim-Cho’s experience encompasses various public and private capital market transactions including public financings, private placements, corporate acquisitions and reorganizations on behalf of Canadian and international issuers and securities dealers.

In June 2019, the Canada Business Corporations Act (CBCA) was amended to require private CBCA corporations to prepare and maintain a register of “individuals with significant control” (the “ISC Register“).
There have been two key changes since this requirement was first introduced:

  1. In May 2023, regulations were published to exempt additional corporations from having to prepare and maintain an ISC Register and to provide further compliance guidance.
  2. Amendments to the CBCA have been enacted imposing, amongst other things, the requirement to publicly file certain information contained in the ISC Register with Corporations Canada and to increase penalties for non compliance.

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.

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…