{"id":26792,"date":"2025-03-06T14:37:33","date_gmt":"2025-03-06T19:37:33","guid":{"rendered":"https:\/\/www.millerthomson.com\/?p=26792"},"modified":"2026-01-26T12:34:56","modified_gmt":"2026-01-26T17:34:56","slug":"year-in-review-capital-markets-securities-law","status":"publish","type":"post","link":"https:\/\/www.millerthomson.com\/en\/insights\/capital-markets-and-securities\/year-in-review-capital-markets-securities-law\/","title":{"rendered":"2024 Year in Review: Capital Markets & Securities Law"},"content":{"rendered":"\n

This Capital Markets & Securities: 2024 Legal Year-in-Review includes our selection of significant and interesting developments in the Canadian securities and capital markets landscape in 2024. These key legal developments, which are summarized below, have the potential to shape and influence the regulatory landscape in Canadian capital markets for years to come.<\/p>\n\n\n\n

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<\/i> Download the full report (PDF)<\/a><\/div>\n<\/div>\n\n\n\n
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Key regulatory changes for sustainability and diversity disclosures<\/a><\/p>\n<\/div>\n\n\n\n

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Proposed amendments to cryptocurrency regulation<\/a><\/p>\n<\/div>\n<\/div>\n\n\n\n

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CSA releases updated guidance on virtual shareholder meetings<\/a><\/p>\n<\/div>\n\n\n\n

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<\/a>CSA to implement access model for non-investment fund prospectuses <\/a><\/p>\n<\/div>\n<\/div>\n\n\n\n

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<\/a><\/a>Ontario\u2019s Capital Markets Tribunal terminates a shareholder rights plan containing a 15% trigger<\/a><\/p>\n<\/div>\n\n\n\n

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<\/a>New rules, new relief: OSC proposes new rules to compensate harmed investors<\/a><\/p>\n<\/div>\n<\/div>\n\n\n\n

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<\/a>OSC proposes permanent exemption for WKSIs, pending amendments to the shelf prospectus regime<\/a><\/p>\n<\/div>\n\n\n\n

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<\/a>CSA proposes amendments to align with CSE\u2019s senior tier and modernize securities regulations<\/a><\/p>\n<\/div>\n<\/div>\n\n\n\n

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<\/a>CSA announces new exemption for exempt-market securities dealers<\/a><\/p>\n<\/div>\n\n\n\n

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<\/a>OSC announces new exemptions to support capital raising for early-stage Ontario businesses<\/a><\/p>\n<\/div>\n<\/div>\n\n\n\n

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<\/a>A shorter T+1 standard settlement cycle is coming soon<\/a><\/p>\n<\/div>\n\n\n\n

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<\/a>CSA proposes binding dispute resolution framework for retail client complaints<\/a><\/p>\n<\/div>\n<\/div>\n\n\n\n

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<\/a>Glass Lewis and ISS 2024 Canadian benchmark policy guidelines and updates<\/a><\/p>\n<\/div>\n\n\n\n

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<\/a>Joint actors in shareholder activism<\/a><\/p>\n<\/div>\n<\/div>\n\n\n\n

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<\/a>OSC investor warnings<\/a><\/p>\n<\/div>\n\n\n\n

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Key regulatory changes for sustainability and diversity disclosures<\/h2>\n<\/div>\n<\/div><\/div>\n\n\n\n
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It is important for issuers to stay informed about ongoing changes to climate-related disclosure requirements in Canada, which may impact their regulatory expectations and reporting practices.<\/p>\n\n\n\n

CSSB proposes climate-related disclosure standards<\/h3>\n\n\n\n

On December 18, 2024, the Canadian Sustainability Standards Board (\u201cCSSB<\/strong>\u201d) released the final version of the sustainability disclosure standards, being NCDI 1 General Requirements for Disclosure of Sustainability related Financial Information and NCDI 2 Climate-related Disclosures<\/em> (collectively, the \u201cCSSB Standards<\/strong>\u201d), to enhance transparency for investors and support comparability across markets. Based on standards established by the International Sustainability Standards Board, the CSSB Standards introduce Canadian specific modifications, such as transitional relief for Scope 3 greenhouse gas emissions. These standards are currently voluntary but may soon be mandated by the Canadian Securities Administrators (\u201cCSA<\/strong>\u201d) for Canadian public issuers.[1]<\/a><\/p>\n\n\n\n

SEC Climate Disclosure Rules Signal Shift for Canadian Issuers<\/h3>\n\n\n\n

On March 6, 2024, the U.S. Securities and Exchange Commission (\u201cSEC<\/strong>\u201d) finalized its rules on climate-related disclosure. These rules apply to dual-listed Canadian issuers and Canadian companies classified as \u201cforeign private issuers\u201d or \u201cdomestic issuers\u201d in the United States, unless they report through the multijurisdictional disclosure system. The SEC\u2019s rules require mandatory disclosure of Scope 1 and 2 emissions internal carbon pricing and emissions offsets, with compliance being enforced as early as 2026.[2]<\/a> These rules are expected to influence and inform the CSA\u2019s proposed climate-related disclosure regulations on a go-forward basis.<\/p>\n\n\n\n

As of February 11, 2025, the SEC\u2019s new rule is being challenged in litigation in the US Eighth Circuit Court and the SEC stayed effectiveness of the new rule pending completion of that litigation.<\/p>\n\n\n\n

CSA tightens ESG fund disclosure standards with new guidance<\/h3>\n\n\n\n

On March 7, 2024, the CSA issued a revised Staff Notice 81-334 \u2013 ESG-Related Investment Fund Disclosure<\/em> (the \u201cNotice<\/strong>\u201d), updating its previous guidance on investment fund disclosure relating to environmental, social and governance (\u201cESG<\/strong>\u201d) matters. The Notice reflects findings from CSA reviews in 2022 and 2023, which uncovered examples of misleading communications and inconsistencies between prospectuses and sales materials.<\/p>\n\n\n\n

The Notice offers detailed guidance on classifying funds based on ESG objectives and clarifies expectations for accurate disclosure, particularly regarding investment objectives, strategies and proxy voting policies. The CSA encourages investment fund managers to align their disclosures in accordance with the Notice.[3]<\/a><\/p>\n\n\n\n

AMF issues draft Climate Risk Management Guideline for financial institutions in Qu\u00e9bec<\/h3>\n\n\n\n

In Qu\u00e9bec, the Autorit\u00e9 des march\u00e9s financiers (\u201cAMF<\/strong>\u201d) released in July 2024 its Risk Management Guideline (the \u201cGuideline<\/strong>\u201d), targeting licensed insurers, financial cooperatives, authorized trust companies and other deposit institutions. The Guideline, informed by the Task Force on Climate-related Financial Disclosures and other international bodies, outlines expectations across governance, integrated risk management, climate scenario analysis, capital adequacy, client fairness and financial disclosure in regards to managing climate-related risk.[4]<\/a> <\/p>\n\n\n\n

The AMF\u2019s approach is consistent with the Office of the Superintendent of Financial Institutions\u2019 Guideline B-15 on Climate Risk Management, underscoring a shared commitment to financial resilience and consumer protection in relation to climate-related risk in Canada.[5]<\/a><\/p>\n\n\n\n

EEA Task Force proposes new diversity categories, potential impact on CBCA reporting<\/h3>\n\n\n\n

The Employment Equity Act Review Task Force has recommended updates to the Employment Equity Act<\/em> (Canada) (the \u201cEEA<\/strong>\u201d) with respect to diversity reporting and efforts to modernize terminology used in the EEA framework, including the term \u201cdesignated groups.\u201d Suggested changes include replacing the term \u201cdesignated groups\u201d with \u201cemployment equity groups,\u201d introducing terms like \u201cracialized workers\u201d and \u201cIndigenous peoples,\u201d and creating new categories for Black workers and 2SLGBTQI+ workers.[6]<\/a> <\/p>\n\n\n\n

While no legislative changes have been proposed for the Canada Business Corporations Act<\/em> (the \u201cCBCA<\/strong>\u201d), the Canadian government has expressed support for these recommendations and has planned consultations to modernize the EEA.[7]<\/a> Any amendments to the EEA could influence CBCA diversity reporting.<\/p>\n\n\n\n

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Proposed amendments to cryptocurrency regulation<\/h2>\n<\/div>\n<\/div><\/div>\n\n\n\n
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On January 18, 2024, the CSA published proposed amendments to National Instrument 81-102 \u2013 Investment Funds<\/em> (\u201cNI 81-102<\/strong>\u201d) and the corresponding companion policy, which included changes to the rules on investment funds seeking to invest in crypto assets (\u201cPublic Crypto Asset Funds<\/strong>\u201d).[8]<\/a> These changes are part of an initiative to implement a regulatory framework for Public Crypto Asset Funds in order to protect investors and mitigate the unique risks associated with crypto assets. <\/p>\n\n\n\n

These changes aim to provide greater clarity on the rules regarding the restrictions and requirements of such investment funds, including how they invest in crypto assets and the types of crypto assets that can be purchased, used or held.<\/p>\n\n\n\n

The proposed amendments to NI 81-102 include the following:<\/p>\n\n\n\n

Section<\/th>Description of Change<\/th><\/tr><\/thead>
1.1<\/td>The definition of \u201calternative mutual fund\u201d will now include a mutual fund that invests in crypto assets.<\/td><\/tr>
2.3<\/td>Only alternative mutual funds and non-redeemable investment funds may buy, sell, hold or use crypto assets directly.<\/td><\/tr>
2.12
2.13
2.14<\/td>		Crypto assets will be prohibited from being used in securities lending, repurchase transactions and reverse transactions as the loaned securities, transferred securities or collateral (as applicable) posted in connection with these transactions.<\/td><\/tr>
2.18<\/td>Money market funds will be prohibited from buying or holding crypto assets.<\/td><\/tr>
6.5.1<\/td>Custodians holding crypto assets on behalf of investment funds (\u201cCrypto Custodians<\/strong>\u201d) will be required to keep crypto assets in offline storage, except as necessary to facilitate transactions.<\/td><\/tr>
6.6(3.1)<\/td>Crypto Custodians must maintain insurance for crypto assets in its custody that a reasonably prudent person would maintain.<\/td><\/tr>
6.7<\/td>Crypto Custodians must obtain annual reports from a public accountant assessing its internal management and controls.<\/td><\/tr>
9.4(2)<\/td>Public Crypto Asset Funds will be permitted to accept crypto assets as subscription proceeds if they are of equivalent value to the issue price of securities and they are acceptable to the fund\u2019s portfolio adviser and investment objectives.<\/td><\/tr><\/tbody><\/table>
Column 1 indicates section number and column 2 describes the proposed amendment. <\/figcaption><\/figure>\n\n\n\n
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CSA releases updated guidance on virtual shareholder meetings<\/h2>\n<\/div>\n<\/div><\/div>\n\n\n\n
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On February 22, 2024, the CSA released updated guidance on conducting virtual shareholder meetings, expanding on the initial guidance released by the CSA in early 2022 following the COVID-19 pandemic.[9]<\/a> Remaining up-to-date on CSA guidance on this topic is important for engaging in CSA best practices during the 2025 proxy season and beyond.<\/p>\n\n\n\n

The initial guidance released in 2022 aimed to support reporting issuers as they adjusted to the changes brought on by the pandemic. It was intended to assist reporting issuers in fulfilling their obligations under securities legislation, as well as recommend practices to facilitate shareholder participation. The updated guidance builds upon this objective following the CSA\u2019s consultations with market participants.<\/p>\n\n\n\n

Clear and comprehensive disclosure to shareholders<\/h3>\n\n\n\n

Reporting issuers must continue to provide clear and comprehensive disclosure within its management information circulars and associated proxy-related materials to foster participation and voting at virtual meetings.[10]<\/a> Clear and comprehensive disclosure is essential to equip shareholders with the necessary information to understand the business of a reporting issuer and to exercise their shareholder rights at meetings: the CSA cautions issuers to remain alert in carrying out this objective in connection with their virtual shareholder meetings.<\/p>\n\n\n\n

One way that reporting issuers can provide a sufficient level of clarity to their proxy-related materials is by including plain language explanations of how shareholders can participate in meetings, including the logistics of registration, authentication and voting processes.[11]<\/a><\/p>\n\n\n\n

Facilitating shareholder participation at virtual meetings<\/h3>\n\n\n\n

Given that an annual meeting may be the only opportunity for shareholders to meaningfully engage with management, the CSA advises that attending and participating in virtual shareholder meetings should not be overly complex, nor should they require more than a basic level of technological proficiency. Other ways that the CSA encourages reporting issuers to facilitate shareholder participation include:<\/p>\n\n\n\n