On March 20, 2014, the Ontario Securities Commission (the OSC) published for comment a long awaited proposal for a new offering memorandum exemption in Ontario based on a variant of the Alberta model as set out in Section 2.9 of National Instrument 45-106 Prospectus and Registration Exemptions (the OM Exemption). On the same date, Canadian […]
Part I – Offering Memorandum Exemption Finally Proposed in Ontario! Other Regulators Also Mulling Changes
April 27, 2014 by 1 Comment
Misrepresentations in a Private Placement Offering Memoranda in Canada
March 6, 2014 by Leave a Comment
By Brian Koscak and Alixe Cormick An offering memorandum (OM) must contain all information material to the investment opportunity to enable an investor to make an informed investment decision. What information is material depends on the specific business and investment opportunity of an issuer. Under Canadian securities laws, an issuer must ensure there is no […]
Changing Your Mind: Part I – Two Day Cancellation Rights under the Offering Memorandum Exemption
December 30, 2013 by Leave a Comment
By Alixe Cormick and Brian Koscak Do you not hate shopping in stores that will not let you return items? We have all purchased an item we were excited to acquire, but then changed our mind and returned it the following day. Return policies in retail stores vary from no returns allowed, to bring us […]
The Offering Memorandum Exemption in a Nutshell
December 13, 2013 by Leave a Comment
By Brian Koscak and Alixe Cormick The offering memorandum exemption (the OM exemption) in Section 2.9 of National Instrument 45-106 Prospectus and Registration Exemptions (NI 45 106) allows issuers to sell to anyone regardless of their income, net worth, investment amount, or relationship to the principles of the issuer. Everyone an issuer could solicit in […]
Ontario Offering Memorandum is NOT the Same as the Offering Memorandum Exemption
December 12, 2013 by Leave a Comment
By Brian Koscak and Alixe Cormick The term “offering memorandum” has two meanings under securities laws in Canada. In Canadian jurisdictions other than Ontario, an offering memorandum is a document prepared in the prescribed form under National Instrument 45-106 Prospectus and Registration Exemptions (NI 45-106 OM) to enable an issuer to rely on the offering […]
