OSC publishes Corporate Finance Branch report for 2017-2018

TORONTO – The Ontario Securities Commission (OSC) today published OSC Staff Notice 51-729 Corporate Finance Branch 2017-2018 Annual Report. The report serves as a tool to support issuers and their advisors in meeting their disclosure obligations under Ontario securities law. It focuses on novel issues and areas where the OSC has seen material deficiencies.

The report looks at specific and evolving areas in the global capital markets to determine whether new regulations, amendments or guidance are required. In the 2018 review, some of the evolving areas the Branch examined included the increasing use of non-GAAP financial measures in reporting, exempt distribution reporting, foreign issuer resale exemptions, climate change related disclosures, syndicated mortgages and women on boards and in executive officer positions.

“Reducing the regulatory burden for reporting issuers is an area of ongoing focus for the OSC,” said Huston Loke, Director of Corporate Finance. “We are considering clarifying and streamlining certain disclosure obligations, reducing overlap and enhancing electronic document distribution for investors.”

One of the key areas of focus in the annual report is on compliance, particularly as it relates to continuous disclosure, offerings, market exemptions and insider reporting. The report provides guidance on current trends and issues to assist issuers with their disclosure obligations.

In 2018, the report identified some potentially misleading disclosures, which resulted in issuers having to file clarifying news releases and/or refile their continuous disclosure documents. Given that the issuers and issues reviewed vary each year, no meaningful comparisons or discernible trends were identified.

The mandate of the OSC is to provide protection to investors from unfair, improper or fraudulent practices, to foster fair and efficient capital markets and confidence in the capital markets, and to contribute to the stability of the financial system and the reduction of systemic risk. Investors are urged to check the registration of any persons or company offering an investment opportunity and to review the OSC investor materials available at www.osc.ca.
 

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