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SEC Charges Waterloo-based Kik Interactive Inc. over Unregistered ICO

The United States Securities and Exchange Commission (SEC) today commenced an enforcement action against Waterloo, Ontario-based Kik Interactive Inc. (Kik) for what it alleges is an illegal USD $100 million ICO Initial Coin Offering (ICO). The SEC alleges that Kik sold the tokens to U.S….

What is a Simple Agreement for Future Equity or SAFE?

A Simple Agreement for Future Equity (SAFE) is a financing contract used by start-ups and investors where operating capital is exchanged for the right to acquire equity at a future time or event, such as the closing of an equity financing round, an M&A transaction…

NextBlock Global Limited and Alex Tapscott Fined by OSC and SEC

On May 14, 2019, the Ontario Securities Commission (OSC) and the Securities and Exchange Commission (SEC) concluded separate settlement agreements with Toronto-based NextBlock Global Limited (NextBlock) and its chief promoter, Alex Tapscott over the making of misleading statements. In June of 2017, Tapscott, who served…

Canadian Securities Administrators Take First Steps to Replacing SEDAR

The Canadian Securities Administrators (CSA) have taken the first steps to replace the current range of electronic records filing systems used In Canada’s capital markets. The CSA is proposing to replace the System for Electronic Document Analysis and Retrieval (SEDAR), the System for Electronic Disclosure…

Canadian Securities Regulators Publish IIROC Oversight Review Report

On April 18, 2019, the Canadian Securities Administrators (CSA), along with seven participating jurisdictions, released its oversight review (the Review) of the Industry Regulatory Organization of Canada (IIROC). The risk-based review of IIROC’s functional areas and key processes was carried out under the mandates of…

TSX Staff Notice 2019-0002: The TSX Sandbox

On April 12 2019,  the Toronto Stock Exchange (TSX) published its latest guidance on the TSX Sandbox, TSX Staff Notice 2019-0002 (the Staff Notice). The Toronto Stock Exchange created the TSX Sandbox to facilitate listing applications that ordinarily would not satisfy the requirements and guidelines…

SEC’s Latest Guidance on Digital Assets Reinforces Importance of Howey

The most recent guidance published by the Securities and Exchange Commission (SEC) goes even further to reinforce the importance of the concept of the “investment contract”  and the Howey Test when determining if a digital asset is a security. The SEC relies heavily upon the…

Stablecoins

By: Barbara Hendrickson and Ray Luckiram[1] March 19, 2019 Introduction Stablecoins have become increasingly popular over the last few years. Stablecoins differ from other cryptocurrencies and digital assets because they are ‘pegged’ to an underlying asset.  When a cryptocurrency is said to be ‘pegged,’ it…

CSA Publishes Annex B, Amendments to National Instrument 31-303, Registration Requirements and Ongoing Registrant Obligations

On March 14, 2019, the Canadian Securities Administrators (CSA) published Annex B, Amendments to National Instrument 31-103, Registration Requirements, Exemptions and Ongoing Registrant Obligations (The Amendments). Together, the Amendments replace subsections 14.6.1(1) and (2) of National Instrument 31-303, Registration Requirements and Ongoing Registrant Obligations (NI-303):…