Insights

The practice of law is changing every day, and the effect of changing legislation on businesses is significant. We write about recent developments in the world of tax & business law, keeping a watchful eye on the changing landscape for our clients. See what we’re thinking about, and what your business should be looking out for.

Business Law

Early Warning Reports – When Do I Need to File?

Click here to view in PDF. This insight updates an earlier article posted on July 11, 2016 to clarify the requirements to file an early warning report. In theory calculating when early warning reports are required to be filed under Canadian securities law sounds simple, but in practice it can be quite complicated. This article attempts to make that task a little less confusing.  In any event, if you are close to any reporting thresholds before buying or selling any further shares or convertible securities you should seek legal advice from a legal professional experienced in this area so that...

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Business Law

Recent Developments in Alberta Securities Laws

Click here to view in PDF. This blog post summarizes certain significant developments in Alberta securities law during the first half of 2017: January 26, 2017 – The Canadian Securities Administrators (the “CSA”) published CSA Staff Notice 54-305 Meeting Vote Reconciliation Protocols, which outlines CSA staff expectations and guidance for improving the processes involved in the tabulation of proxy votes. February 23, 2017 – The CSA launched a “regulatory sandbox”, an initiative designed to support businesses seeking to offer innovative products, services, and applications, such as online platforms, including crowdfunding portals, online lenders, angel investor networks, or other technological innovations...

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Business Law

Hedge Funds VS. Private Equity Funds

Click here to view in PDF. This post describes some of the differences between a hedge fund and a private equity fund under Canadian securities laws. Insights in Brief Canadian securities regulators refer to a hedge fund as an entity that uses alternative investment strategies to capitalize on market conditions. Canadian securities regulators characterize a private equity fund as an entity that becomes actively involved in the management of the companies in which it invests. A small number of hedge funds in Canada, known as “hybrid funds”, have adopted some of the characteristics traditionally associated with private equity funds. Canadian...

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Business Law

Is a Private Equity Firm Required to Register?

This is the third of three posts that summarize the circumstances under which a venture capital or private equity management company (a PE Firm) may be required to register under Alberta securities law. The focus of this particular post is the investment fund manager registration requirement. Insights in Brief The Alberta Securities Commission refers to a PE Firm as an entity that becomes actively involved in the management of the companies in which it invests. An investment fund manager is an individual or an entity that has the power to direct, and exercises the responsibility of directing, the affairs of...

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Business Law

Is a Private Equity Firm Required to Register?

This is the second of three posts that summarize the circumstances under which a venture capital or private equity management company (a PE Firm) may be required to register under Alberta securities law. The focus of this particular post is the adviser registration requirement. Insights in Brief The Alberta Securities Commission refers to a PE Firm as an entity that becomes actively involved in the management of its portfolio companies. An adviser is an individual or an entity that is in the business of advising in securities. A PE Firm is generally not required to register as an adviser on...

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Business Law

Is a Private Equity Firm Required to Register?

This is the first of three posts that summarize the circumstances under which a venture capital or private equity management company (a PE Firm) may be required to register under Alberta securities law. The focus of this particular post is the dealer registration requirement. Insights in Brief The Alberta Securities Commission refers to a PE Firm as an entity that becomes actively involved in the management of the companies in which it invests. A dealer is an individual or an entity that is in the business of trading in securities. A PE Firm is generally not required to register as...

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Business Law

What is a Private Equity Fund?

Alberta securities law does not define a private equity fund (a PE Fund). However, the Alberta Securities Commission, the regulator responsible for the administration of Alberta securities law, distinguishes private equity investing from other types of investing by focusing on the role of a PE Fund’s management company (a PE Firm). Insights in Brief The Alberta Securities Commission characterizes a PE Firm as an entity that becomes actively involved in the management of the companies in which it invests. Examples of active management include representation on a company’s board of directors, direct involvement in the appointment of a company’s managers,...

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Business Law

Early Warning Reports – When Do I Need to File?

Click here to see updated post on this topic dated December 18, 2017. In theory calculating when early warning reports are required to be filed under Canadian securities law sounds simple but in practice it can be quite complicated.  This article attempts to make that task a little less confusing.  In any event, if you are close to any reporting thresholds, before buying or selling any further shares or convertible securities you should seek legal advice from a legal professional experienced in this area so that all relevant facts can be ascertained and proper legal advice provided. General Requirements Generally...

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Business Law

Finder’s Fees – Permitted, Recommended and Prohibited Activities

People with money are often looking for suitable investment opportunities.  And companies looking to grow (or survive) are often looking for suitable investors.  However they often have a hard time finding each other.  Enter the middle man who wants to be paid a finder’s fee for putting the two of them together.  While this is quite customary, both the company and the “finder” will want to ensure that their activities do not run afoul of Canadian securities laws. Canadian securities legislation provides that a person (i.e. the finder) shall not be engaged in the business of trading in securities or...

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Business Law

Increased Reporting Requirements for Exempt Market Distributions

Effective June 30, 2016, issuers will be subject to increased reporting requirements for exempt market distributions with the introduction of a new version of Form 45-106F1, which will apply to exempt market distributions in all provinces and territories of Canada, including British Columbia. Previously, the form of report for exempt distributions in British Columbia was Form 45-106F6, rather than Form 45-106F1. The new version of Form 45-106F1 will require increased disclosure with respect to both the issuer and investors: Issuers will be required to disclose the particular basis for an investor qualifying as an accredited investor and whether the purchaser...

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