Following up on its earlier clarification around future incorporation by reference under Regulation (EU) 2017/1129 (the "Prospectus Regulation"), the European Securities and Markets Authority ("ESMA") published its final...more
ESMA Publishes Final Report on the Preparation of Securities Prospectuses -On 12 June 2025, the European Securities and Markets Authority (ESMA) published its final report with regulatory technical standards (RTS) for the...more
The European Securities and Markets Authority (ESMA) has published two final reports providing technical advice to the European Commission (EC). The final report on prospectus regulation forms part of ESMA's technical advice...more
A) BACKGROUND On October 8, 2024, the EU Council adopted the Listing Act – a regulation amending, among other things, the Prospectus Regulation (EU) 2017/1129. Even though the Listing Act went into force on 4 December 2024,...more
The Canadian Securities Administrators (“CSA”) recently announced measures to support the competitiveness of Canadian capital markets in response to the current uncertainty in global markets. The measures are being...more
Canadian securities regulators recently implemented three blanket orders introducing exemptions intended to reduce friction for capital raising. Key among these improvements is an exemption that eliminates the requirement for...more
The European Union ("EU") Listing Act, approved by the EU Council on October 8, 2024, introduces key changes to the EU Prospectus Regulation, offering greater flexibility to access and issue securities on EU markets for small...more
The Financial Conduct Authority (the FCA) has published a consultation on debt offerings to retail investors which proposes to introduce a single disclosure standard for debt prospectuses, removing the current distinction...more
The European Securities and Markets Authority (ESMA) has published a consultation paper containing draft guidelines on supplements which introduce new securities to a base prospectus. This is further to the new EU Listing Act...more
Das ursprünglich am 7. Dezember 2022 durch die EU-Kommission vorgelegte Maßnahmenpaket, das unter dem Titel „EU Listing Act“ bekannt ist, wurde nun endlich im November 2024 im Amtsblatt der Europäischen Union veröffentlicht....more
Last month, I was invited to speak to the Canadian Securities Administrators, focusing on how U.S. securities exemptions, prospectus forms, and continuous disclosure requirements differ from their Canadian counterparts. One...more
The Ontario Capital Markets Tribunal (Tribunal) recently dismissed enforcement proceedings brought against several respondents by the Ontario Securities Commission (Commission) in Cormark Securities Inc (Re). The Commission...more
On May 9, 2024, the Ontario Securities Commission (“OSC”) announced three new exemptions designed to support capital raising for early-stage businesses in Ontario through the OSC TestLab program. The initiatives include the...more
On January 11, 2024, the Canadian Securities Administrators (“CSA”) announced final amendments and changes to implement an "access equals delivery" model for prospectuses of non-investment fund reporting issuers (the “Access...more
As an update to our blog post dated April 19, 2022, on January 11, 2024, the Canadian Securities Administration (CSA) published amendments implementing an "Access Equals Delivery" model (AED Model) to generally permit...more
A considerable number of Israeli private companies raise funds and approach prospective investors without a comprehensive understanding of the regulatory obligations mandated by the Securities Law. A pivotal provision in this...more
On September 21, 2023, the Canadian Securities Administrators (“CSA”) announced proposed amendments to National Instrument 44-102 Shelf Distributions (“NI 44-102”) relating to well-known seasoned issuers ("WKSIs")as well as...more
Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more
On June 1, 2023, the Canadian Securities Administrators (CSA) published CSA Staff Notice 45-330: Frequently Asked Questions about the Listed Issuer Financing Exemption (the Notice) providing guidance on questions market...more
The U.S. Supreme Court held that purchasers of shares sold to the public through a direct listing cannot sue under Section 11 of the Securities Act of 1933 unless they can trace their shares to an allegedly defective...more
On May 18, 2023, the Ontario Securities Commission (OSC) announced OSC Rule 44-502 Extension to Ontario Instrument 44-501 Certain Prospectus Requirements for Well-known Seasoned Issuers (the Rule). The Rule extends the...more
On April 20, 2023, the Toronto Stock Exchange (the “TSX”) adopted, and the OSC provided its notice of approval for, certain amendments (the “Amendments”) to more clearly define the factors that the TSX will now consider when...more
On April 20, 2023, the Toronto Stock Exchange (“TSX”) adopted amendments (“Amendments”) to Section 606 – Prospectus Offerings of the TSX Company Manual (“the Manual”). Among other things, the Amendments provide greater...more
In December 2022, the Canadian Securities Administrators announced the adoption of amendments to National Instrument 45-106 Prospectus Exemptions applicable to issuers engaged in real estate activities or acting as collective...more
On December 1, 2022, the Toronto Stock Exchange (TSX) published for comment certain proposed amendments (the Proposed Amendments) to Section 606 – Prospectus Offerings of the TSX Company Manual (the Manual). The Proposed...more