In interpreting an exploration option agreement, a recent court of appeal decision recognized the inherent challenges faced by junior exploration companies, in both good times and bad. See our Dentons Insight to learn more: Caveat Optionor: Canadian court strikes a blow for mineral exploration companies
An Italian court has convicted seven scientists and experts of manslaughter for failing to adequately warn residents when an earthquake struck central Italy in 2009 killing more than 300 people. Each of the scientists and experts were sentenced to six years in prison.
This finding of guilt for failing to predict an earthquake is not only a scientific travesty but a legal travesty as well. How anyone can predict an earthquake in an area that is regularly subject to seismic activity is beyond any rational explanation. This conviction borders on astrology being recognized as a legitimate science and hopefully the matter will be appealed to a court where some understanding of the science of geology is applied and the convictions set aside.
It is imperative that the world’s community of geological scientists express their concern about this decision in no uncertain terms to the Italian government.
CSA Requests Comments on Proposed Consequential Amendments to Registration, Prospectus and Continuous Disclosure Rules Related to NI 25-101 (Designated Rating Organizations)
On July 26, 2012, the Canadian Securities Administrators (the “CSA”) released a request for comment on proposed consequential amendments to a number of national instruments, policies and forms related to National Instrument 25-101, Designated Rating Organizations (“NI 25-101”).
As discussed in a previous post, NI 25-101 requires credit rating agencies or organizations to apply to become a “designated rating organization” (“DRO”) if they wish to have their credit ratings eligible for use in securities legislation. DROs are also required to comply with a set of rules concerning conflicts of interest, governance, conduct, compliance and required filings.
The proposed amendments, among other things, will replace the terms “approved rating” and “approved credit rating” in a number of instruments, policies and forms with “designated rating” and will include a rating provided by a DRO affiliate (as defined in NI 25-101). Further, the references to “approved rating organization” and “approved credit rating organization” will be replaced with the term “designated rating organization”.
The CSA is also requesting comments on a consequential amendment to Item 7.9 of Form 44-101F1, Short Form Prospectus which will clarify that the disclosure of an issuer’s relationship with a credit rating agency or organization is limited to the securities being distributed under a short form prospectus.
Comments are being accepted until October 24, 2012
On April 30, 2012, the Canadian Securities Administrators (the “CSA”) announced the official designation of DBRS Limited, Fitch, Inc., Moody’s Canada Inc. and Standard & Poor’s Rating Services (Canada) as Designated Rating Organizations (“DROs”) under National Instrument NI 25-101 Designated Rating Organizations (“NI 25-101”).
NI 25-101, which came into force on April 20, 2012, established a regulatory framework for the oversight of credit rating organizations by permitting them to apply for DRO status. The CSA designation orders make each of the DROs subject to regulation under applicable Canadian securities laws.
On March 7, 2012, the Ontario Securities Commission, the Quebec’s Authorité des Marches Financiers and the British Columbia Securities Commission entered into a Supervisory Memorandum of Understanding (Supervisory MOU) with the European Security Markets Authority (ESMA) concerning the regulatory cooperation in the supervision of credit rating agencies that operate in both the European Union and Canada. The Supervisory MOU is subject to the approval of the Minister of Finance and if approved, it will become effective April 20, 2012.
The Ontario Securities Commission (OSC) today published information regarding the OSC’s authority to impose monetary sanctions and an update on how the collection of those sanctions has proceeded.
The OSC has the authority to impose a range of sanctions on individuals and companies for violations of securities law or conduct that is contrary to the public interest in Ontario. Sanctions are imposed either at the conclusion of a contested proceeding or as part of a settlement reached between the respondent and OSC staff and approved by the OSC.
The purpose of the Commission’s sanction powers is to deter future wrongdoing in the capital markets. One of the OSC’s powers is to impose monetary sanctions for breaches of Ontario securities law and the OSC has exercised this authority since 2005. Monetary sanctions include administrative penalties and disgorgement orders. In imposing administrative penalties, the OSC may order a person or company found to have breached securities law to pay up to $1 million for each failure to comply.
Further details may be found here.