OSC Sets Out Interpretative Guidance in its Corporate Finance Branch Annual Report for 2020 – Lexology

OSC Sets Out Interpretative Guidance in its Corporate Finance Branch Annual Report for 2020 – Lexology

The overview of the OSC Corporate Finance Branch’s operational and policy work over the course of the fiscal year ended March 31, 2020 provides helpful guidance to market participants.

The Ontario Securities Commission (OSC) Corporate Finance Branch has published its annual report (Report) which sets out the OSC’s expectations and interpretation of regulatory requirements with respect to capital raising and continuous disclosure matters. The Report is based on the work conducted by the OSC during the fiscal year ended March 31, 2020, particularly with respect to the 1,100 reporting issuers overseen by the OSC, as principal regulator. Notably, in fiscal 2020, 388 prospectuses were filed in Ontario, with mining, cannabis and real estate issuers being the most active. This represents a decline in the number of prospectuses filed in Ontario as compared to fiscal 2019, which the OSC attributes to a decline in offerings in the cannabis space and the impact of COVID-19 in early-2020. Based on market capitalization, issuers in the banking, mining and technology industries represented 49% of the reporting issuers under the OSC’s mandate.

Guidance for Issuers

As in year’s past, this year’s Report provides helpful guidance and reminders to market participants with respect to a number of topics:

Primary Business in an IPO

While the disclosure requirements for an issuer’s primary business are one of the areas currently under consideration as part of the OSC’s burden reduction initiative, until the project is completed, the guidance issued for primary business analysis
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