On November 18, 2020 the Canadian Securities Administrators (CSA) published its biennial report (CSA Multilateral Staff Notice 51-361 Continuous Disclosure Review Program Activities for the fiscal years ended March 31, 2020 and March 31, 2019) on its continuous disclosure review program including guidance on reporting the impact of COVID-19. The report outlines common deficiencies and provides examples of how to improve disclosure on select topics including: forward looking information; non-GAAP financial measures; overly promotional disclosure; insider reporting; and mineral project disclosure. The CSA reported that in fiscal 2020, 55 per cent (2019 – 67 per cent) of review outcomes required issuers to take action to improve and/or amend their disclosure, with some issuers being referred to enforcement, cease-traded or placed on the default list.
Relevant regulatory guidance can be accessed at the CSA COVID-19 Information Hub here. The Hot Buttons and examples of deficient disclosure describe additional potential disclosure considerations in the context of the current environment; however, the observations below do not represent an exhaustive list. Issuers should consider their business and operations to provide clear and transparent disclosure of the impact of COVID-19 and https://www.osc.gov.on.ca/en/SecuritiesLaw_csa_20201029_51-361_continuous-disclosure-review.htm
For more information, please call Barbara Hendrickson at BAX Securities Law (647) 403-4606. This publication is not intended to constitute legal advice. No one should act on it or refrain from acting on it without consulting with a lawyer. BAX does not warrant or guarantee the accuracy or currency or completeness of the publication. No part of this publication may be reproduced without the prior written permission of BAX Securities Law.
