New – Reporting Requirements for Prospectus Exemptions

Further amendments were made to the Prospectus Exemptions on July 7th 2016. The Ontario Securities Commission has introduced a new harmonized report of exempt distribution. The amendment aims to reduce reporting requirements for foreign issuers conducting offerings into Canada and creates a new reporting form (Form 45 -106F1). Previously, all issuers and underwriters were required...

The Ontario Securities Commission (“OSC”) is adopting four new private placement exemptions: • a crowdfunding exemption; • an offering memorandum exemption; • a family, friends and business associates exemption; and • an exemption that allows a reporting issuer to issue securities to its existing security holders. Crowd Funding Exemption The emergence of crowdfunding as not...

We frequently take calls from entrepreneurs wondering about the legal expenses they should expect to incur in starting a business.  Sometimes the business has been operated as a sole proprietor and the entrepreneur recognizes it is time to incorporate a business and other times the entrepreneur is starting a business fresh.  The calls typically follow...

Recently we were consulted by a doctor (here, we’ll call him the “Investor”) that had made a large investment (i.e. >$500k) into a property development project.   The client was concerned that nearly 3 years had past since he wrote the large cheque and the property remained undeveloped.   He wanted to know his options...

Crowdfunding is a high profile means of raising seed capital for start-ups.   Services such as kickstarter and indiegogo are frequently looked to by Canadian companies as potential funding vehicles.   Unfortunately, raising money by crowdfunding services such as these is not a viable option for most Canadian start-up businesses.   The reason being that...

An “offering memorandum” (“OM”) is a disclosure document intended to provide investors with the ability to make an informed investment decision. A client recently approached us wanting to use an offering memorandum to raise money in Ontario.  Our advice was to suggest the company use a term sheet, which is a bare bones description of the...