We appreciate the CSA’s efforts to maintain an effective and responsive insider reporting regime, particularly considering evolving market developments. However, several aspects of the proposed modifications warrant clarification to mitigate the risk of divergent interpretations, which could lead to inconsistencies in application and monitoring.
While the proposals aim to improve transparency, they introduce complexities in key areas including definitions and interpretation, and operational and timing constraints for firms.
Key Recommendations
- Reconsider the proposed requirement to disclose “plans or future intentions” and the concept that shareholders should be deemed to be acquirors when their joint holdings are over 10%
In our view, these proposals, independently and when taken together, create considerable uncertainty and may have unintended consequences such as stifling shareholders’ ability to engage in preliminary discussions, and may adversely impact investors if plans change. - Confirm that the guidance in section 3.6 of NP 62-203 is intended to apply only to the early warning reporting regime and is not intended to change the analysis applicable to reporting under the alternative monthly reporting regime.
This clarification would promote consistent interpretation and application of the reporting requirements by eligible institutional investors. - Reconsider the proposed disclosure regime and provide additional clarity and examples throughout the publication to ensure consistency in
application and avoid under- and over- reporting, and to reduce the compliance burden.
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