1、Securities and Corporate Finance-2023 Year in Review and Future TrendsGrow|Protect|Operate|Finance2023 saw continued volatility in the global capital markets,persistent inflation,central banks continuing to raise interest rates,the specter of a global recession,and geopolitical turbulence,including

2、the ongoing conflicts in Ukraine and the Middle East.As a result,Canadian capital markets generally saw a year-over-year decline in market performance,although equity and debt underwriting activities picked up as compared to 2022.Private equity,mergers and acquisitions and venture capital financings

3、 were all muted in 2023.In terms of industry areas,technology,particularly generative AI,gained increasing focus.In addition,energy,mining and power sectors lead the way in new equity raises.Set against this context,we present our 2023 Year in Review and Future Trends publication,where we take a loo

4、k back at key legal developments impacting the securities and corporate finance landscape in Canada and provide our outlook on anticipated trends for 2024.Contents4.No need to withhold your vote:The CSA exempts CBCA-incorporated reporting issuers from director election form of proxy requirement5.Den

5、tons 2023 Proxy Season Guide6.Canadian securities regulators publish detailed data for 8th annual review of representation of women on boards in Canada7.Everything you need to know about clawback policies8.Continued focus on diversity:What you need to know about the CSAs proposed amendments9.The Can

6、adian Securities Administrators clarify the meaning of LIFE 11.Canadian securities regulators extended the comment period on proposed changes to corporate governance disclosure practices and guidelines12.A renewed focus on emerging trends and key drivers of change:Ontario Securities Commissions 2023

7、 2024 Statement of Priorities13.Canadian Securities Administrators provide a statement on proposed climate-related disclosure requirements 14.Five things you need to know when a Canadian securities commission requests information in connection with an investigation15.SEDAR+goes live16.Ontario Court

8、of Appeal clarifies the meaning of“material change”and discussed disclosure obligations in context of securities class actions17.Are you in conflict?18.Well-known and here to stay:The CSA proposes a permanent WKSI regime in Canada19.The Ontario Securities Commission reviews use and regulation of art

9、ificial intelligence in capital markets20.Overview of SEDAR+since July launch21.2024 securities and corporate finance trends ahead 23.Key contactsNo need to withhold your vote:The CSA exempts CBCA-incorporated reporting issuers from director election form of proxy requirementThe Amendments created a

10、 potential inconsistency with National Instrument 51-102 Continuous Disclosure Obligations(NI 51-102),which required that proxies provide security holders with the option to vote“for”or“withhold”for the election of each director,but did not provide a vote“against”as an option.In response to the Amen

11、dments,Dentons previously commented that,in light of this potential inconsistency,CBCA companies should consider:Preparing proxies for the election of directors that comply with both regimes,by including either three options(“for,”“against”and“withhold”)or a hybrid approach with two options(“for”and

12、“against/withhold”);and Adopting a majority voting policy that mirrors the requirements of the CBCA,but which specifies that a director is only elected if the number of“for”votes exceeds the aggregate of“against”and“withhold”votes.On January 31,2023,the Canadian Securities Administrators(CSA)publish

13、ed Blanket Order 51-930 Exemption From the Director Election Form of Proxy Requirement(Order)which immediately came into effect.The Order exempts public companies governed by the CBCA from the requirement to include a“withhold”option on proxies when voting for directors if such election is conducted

14、 pursuant to the requirements of the CBCA.As the Order clarified the potential inconsistency regarding voting options,public companies governed by the CBCA may now comfortably table proxies with only“for”and“against”options in an uncontested election of directors.Similarly,such companies will likely

15、 no longer require a standalone majority voting policy as the CBCA regime governs the requirements for director elections.The Toronto Stock Exchange(TSX)mandates that TSX-listed companies adopt majority voting policies unless its majority voting requirement is otherwise satisfied by statute.The TSX

16、has indicated that the Amendments satisfy its majority voting requirement,but has noted that a company should still include disclosure in its annual proxy circular specifying that the company abides by the requisite CBCA majority voting requirements.The Order is only effective until the earlier of:(

17、a)July 31,2024,unless extended by the Canadian securities commissions;and(b)the effective date of an amendment to NI 51-102 that addresses substantially the same subject matter as the Order.We remain hopeful that the CSA will amend NI 51-102 before July 31,2024,to codify the content of the Order.Ame

18、ndments to the Canada Business Corporations Act(CBCA)came into force in August 2022(Amendments)which require public companies governed by the CBCA to provide security holders with options to vote“for”or“against”the election of directors.Subject to certain exceptions,the Amendments require that each

19、director in an uncontested election(where the number of nominees equals the number of positions to be filled)must receive more votes“for”than“against”to be elected.4 Securities and Corporate Finance-2023 Year in Review and Future TrendsDentons 2023 Proxy Season Guidei.New developments Bill C-25:Amen

20、dments to the Canada Business Corporations Act;and Proxy advisory firm updates:Institutional Shareholder Services and Glass,Lewis&Co.ii.Continuing developments Diversity developments;Environmental,social and governance(ESG)developments;Ontarios Capital Markets Act;New self-regulatory organization re

21、places the Mutual Fund Dealers Association of Canada and the Investment Industry Regulatory Organization of Canada;and Virtual shareholder meetings.iii.Upcoming developments SEDAR+;and Changes to climate disclosure.iv.Possible developments Recommendations from the Capital Markets Modernization Taskf

22、orce Final Report;Access equals delivery;and Changes to National Instrument 43-101 Standards of Disclosure for Mineral Projects Consultation exercise underway.In February 2023,the Dentons Securities and Corporate Finance group published the 2023 proxy season guide,with reminders about continuing dev

23、elopments and future matters.The guide covered the following topics:5 Securities and Corporate Finance-2023 Year in Review and Future TrendsCanadian securities regulators publish detailed data for 8th annual review of representation of women on boards in CanadaThe CSA collected data based on a revie

24、w sample of 625 issuers(out of the 792 issuers subject to the related disclosure requirements)with year-ends between December 31,2021,and March 31,2022,and who filed their information circulars or annual information forms by July 31,2022.From the data collected by the CSA in this sample,it appeared

25、that the total number of board seats occupied by women continued to increase year-over-year,from 11%in year one to 24%in year eight.In this years report,CSA noted that 24%of board seats were held by women,an increase from 22%recorded in the last report and 7%of the chairs of boards were women,up fro

26、m 6%in the prior year.Perhaps more notable is that 45%of the vacated board seats were filled by women,a significant improvement from 35%in the prior year.With respect to senior management positions,19%of issuers had a woman CFO,up from 17%recorded in the last report,while 70%of issuers had at least

27、one woman in an executive position,up from 67%in the prior year.The percentage of women CEOs remained unchanged at 5%.The number of women on boards and in executive positions also varied by industry.Manufacturing,real estate and utilities industries had the highest percentage of issuers,with one or

28、more women on their boards,while mining,oil and gas and biotech industries had the lowest percentage of women on boards.For women in executive positions,utilities,manufacturing and retail industries had the highest percentage of issuers with one or more women in executive positions,while mining,tech

29、nology and oil and gas industries had the lowest percentage of issuers with one or more women in executive positions.The CSA observed that issuers who set targets for the representation of women on their boards had a greater proportion of board seats held by women.On average,issuers that adopted boa

30、rd targets had 30%of their board seats held by women,compared to 20%for issuers without targets.However,only 39%of issuers adopted targets for the representation of women on their board,and only 4%of issuers adopted targets for the representation of women in executive officer positions.The CSA noted

31、 that one of the key objectives of the disclosure requirement,for women on boards and in executive officer positions,is to“increase transparency for investors and other stakeholders regarding the representation of women on boards and in executive officer positions,and the approach that issuers take

32、in respect of such representation.”The CSA also noted that,although its review of the disclosure was completed primarily to identify key trends,rather than to perform a qualitative assessment of compliance with requirements,issuers generally provide their disclosure in different ways,and the format

33、and content may vary from issuer to issuer.The CSA reported a modest uptick,as compared to its prior years report,in the overall percentage of women on boards and in executive positions.However,in light of the ever-increasing focus on ESG factors,there appears to be an opportunity for more significa

34、nt growth for issuers that actively plan to address this particular factor,as well as the potential for practical consequences for an issuer that fails to adequately address any lack of gender diversity on its board or within its management.6 Securities and Corporate Finance-2023 Year in Review and

35、Future TrendsEverything you need to know about clawback policiesA clawback policy allows an employer to reclaim compensation previously paid to certain executives.Clawback policies typically relate to compensation paid under incentive-based plans and provide for recovery of compensation paid based o

36、n fraudulent or inaccurate financial measures.Generally,these policies are used by public companies as a risk mitigation tool to promote the integrity and accountability of their executives.The purpose of a clawback policy is typically to enable a company to recoup incentive-based compensation paid

37、to an executive based on certain financial metrics,when it later turns out that the financial statements containing such metrics were flawed,resulting in an overpayment.We note that the new SEC rules require recovery(absent limited circumstances)in the event of a restatement of financial statements

38、regardless of any misconduct.While issuers on US stock exchanges are required to have clawback policies for certain executives,there are currently no such requirements in Canada.Under Canadian securities legislation,issuers are required to disclose any policies and decisions related to recovery of c

39、ompensation in their information circular.A similar requirement has been contemplated for companies governed by the CBCA.In June 2019,Federal Parliament adopted amendments to the CBCA,which will require a company to disclose prescribed information about the“recovery of incentive benefits or other be

40、nefits”paid to directors and employees who are“members of senior management.”However,these amendments have not yet been proclaimed in force,nor have the regulations been published.The Innovation,Science and Economic Development(ISED)department proposed that the prescribed information should follow a

41、“disclose or explain”approach where companies indicate whether or not they have a clawback policy,and if not,the reasons why they have not adopted one.If the company does have a policy,it will be required to disclose the policys objectives and key provisions.Although clawback policies are not curren

42、tly required in Canada,they are supported by the proxy advisory firms Glass,Lewis&Co.and Institutional Shareholder Services.Clawback policies are becoming more common among Canadian public companies and with clawback rules in effect in other jurisdictions,support for clawback policies from proxy adv

43、isory firms and proposed amendments to clawback disclosure requirements under the CBCA,the adoption of clawback policies in Canada may be further accelerated.Companies with clawback policies should consider all laws applicable to them and tailor their policies and practices accordingly to ensure req

44、uisite compliance while still maintaining good governance practices.The US Securities and Exchange Commission(SEC)adopted new and amended rules,effective January 27,2023,governing the recovery or clawback of certain awarded incentive-based compensation from current and former executive officers.Addi

45、tionally,amendments have been proposed to the CBCA relating to the disclosure of clawback policies.As more companies adopt clawback policies,it is important to consider what a clawback policy is,the purpose of such policy,requirements to adopt a clawback policy,legal restrictions related to clawing

46、back of compensation and best practices.7 Securities and Corporate Finance-2023 Year in Review and Future TrendsContinued focus on diversity:What you need to know about the CSAs proposed amendmentsThe primary objectives of the Proposed Amendments are to:(i)increase transparency concerning diversity,

47、including diversity beyond women,on boards and in executive officer positions,(ii)provide enhanced,decision-useful information to investors to enable them to better understand how diversity connects to an issuers strategic decisions and(iii)provide guidance to issuers on corporate governance practic

48、es related to board nominations,renewal and diversity.The Proposed Amendments are based on two different approaches towards diversity disclosure,“Form A”and“Form B.”Generally,both forms are aligned with respect to disclosure requirements for board nominations and board renewal;however,they each refl

49、ect different approaches to disclosing diversity-related disclosure.While the CSA is considering adapting the Proposed Amendments for venture issuers,as of the date of this publication the forms would only to be applicable to non-venture issuers.The key difference between the two forms is that Form

50、B mandates disclosure on historically underrepresented groups,whereas Form A mandates disclosure only on womens representation and is based on a view that securities regulators should not select categories of diversity;it instead defers to an issuer to determine what additional categories or aspects

51、 of diversity they wish to implement,based on the companys business strategy.Form B takes a similar approach to the CBCA by mandating disclosure on specific“historically underrepresented groups,”while Form A follows a less prescriptive approach.At this time,securities regulatory authorities in Briti

52、sh Columbia,Alberta,Saskatchewan and the Northwest Territories support Form A,while the Ontario Securities Commission supports Form B.The remaining securities regulatory authorities have not currently expressed a preference on the public record for either of the proposed alternatives.The proposed ch

53、anges to NP 58201 would provide enhanced guidelines for all issuers related to board nominations and would introduce guidelines on board renewal and board diversity,which complement the diversity disclosure requirements contained in Form 58101 F1.The proposed NP 58201 would address the following:The

54、 responsibilities of the nominating committee;The adoption of a written policy respecting the director nomination process;The use of a composition matrix;Effective succession planning and the mechanisms of board renewal,including term limits;The adoption of a written diversity policy;and Setting tar

55、gets for achieving diversity on the board and in executive officer positions.Similar to the approach of two forms,the CSA has proposed two versions of NP 58201 for comment,“Policy A”and“Policy B.”The guidelines pertaining to board nominations and board renewal are harmonized in both Policy A and Pol

56、icy B,but in regards to board diversity,the guidelines differ to match the corresponding versions of Form 58101F1 for the diversity-related disclosure requirements.In April 2023,the CSA published a notice and request for comment on proposed amendments to Form 58101 Corporate Governance Disclosure(Fo

57、rm 58101F1)and National Policy 58201Corporate Governance Guidelines(NP 58201)pertaining to diversity,board renewal and board nominations(Proposed Amendments).The comment period for the Proposed Amendments was originally scheduled to close in July 2023.In response to stakeholder feedback indicating t

58、hat it would be beneficial to have additional time to review the proposals and prepare comments,the CSA extended the comment period to September 29,2023,and extended it further in October 2023 with no published proposed date for the final format of the Proposed Amendments.8 Securities and Corporate

59、Finance-2023 Year in Review and Future TrendsThe Canadian Securities Administrators clarify the meaning of LIFE The Exemption permits established reporting issuers with equity securities listed on a Canadian stock exchange to issue free trading securities without filing a prospectus.Subject to certa

60、in limitations,the Exemption allows issuers to raise up to the greater of CA$5 million and 10%of its market capitalization (up to a maximum of CA$10 million)in a 12-month period.The Staff Notice clarified that an issuer must be listed on a recognized Canadian stock exchange at the time of the distri

61、bution in order to qualify for the Exemption-it is not sufficient to be listed either concurrently with or following the proposed offering.An issuer cannot be in default of any Canadian securities legislation requirements when relying on the Exemption.In particular,an issuer cannot qualify for the E

62、xemption if it:Is on a list of defaulting issuers in Canada;Has been advised by staff at the securities regulators that the issuer must refile a non-compliant disclosure document as part of a prospectus or continuous disclosure review;or Has otherwise defaulted on its requirements under applicable C

63、anadian securities laws.The CSA also confirmed that subscription agreements are not required in connection with an offering completed under the Exemption.To rely on the Exemption,an issuer must reasonably expect to possess the funds necessary to operate its business for the 12 months following the c

64、ompletion of the offering.Consequently,issuers are required to have a minimum offering amount that is sufficient for it to continue its operations and achieve its objectives for 12 months.In order to determine the funding requirements,an issuer must consider the costs of each business milestone,proj

65、ected operating cash flow,offering costs,its working capital or deficiency and any committed sources of additional funding.The Staff Notice confirmed an issuer can close an offering using the Exemption in multiple tranches,however,the amount raised by the issuer upon closing of the first tranche mus

66、t be sufficient to meet its business objectives and liquidity requirements for 12 months.In addition,an issuer must complete the final tranche of the offering no later than 45 days after announcing the offering.The issuance of flow-through shares is permissible under the Exemption(including the newl

67、y expanded“super flow-through”critical mineral exploration tax credits).Charitable flow-through shares are also permissible,provided all of the conditions of the Exemption are satisfied and the end purchaser is named in the report of the exempt distribution filed subsequent to the closing of the off

68、ering.The Staff Notice confirmed that the Exemption does not apply to the distribution of brokers warrants as they are not a listed equity security.Underwriters may continue to receive brokers warrants but will need to do so under a separate exemption that may be subject to applicable hold periods.O

69、n June 1,2023,the CSA issued Staff Notice 45-330:Frequently Asked Questions about the Listed Issuer Financing Exemption(the Staff Notice).The Staff Notice provided clarity on certain questions from issuers and market participants with respect to the recently introduced listed issuer financing exempt

70、ion under National Instrument 45-106 Prospectus Exemptions(the Exemption).The Staff Notice addressed,among other things,the ambiguity surrounding qualification requirements for the Exemption,as well as the types of securities and permissible offering methods.9 Securities and Corporate Finance-2023 Y

71、ear in Review and Future TrendsThe CSA is of the view that the Exemption does not apply to the distribution of securities to satisfy outstanding debt since one of the conditions of the Exemption is that the issuer cannot solicit an offer to purchase before issuing and filing a news release announcin

72、g the offering and the issuer will not be able to satisfy this condition if it already has bona fide debt outstanding with the intended“purchaser.”The Staff Notice clarified that,while the Exemption may be utilized for bought deal offerings,it raises potential concerns for securities regulators with

73、 respect to:Who the purchaser is and whether the purchaser receives all of the rights available under the Exemption;What happens when the underwriter has to purchase leftover securities;and Underwriters soliciting purchasers before the filing of a news release and prescribed offering document requir

74、ed under the Exemption.In order to comply with the requirements of the Exemption,the CSA expects that the bought deal offering must be completed in such a way that the actual purchaser maintains all the rights contemplated under the Exemption and will be named in the exempt distribution report filed

75、 subsequent to closing of the offering.If the underwriter is required to purchase any leftover securities under the bought deal offering,then the CSA expects that such securities would be acquired by the underwriter under a separate prospectus exemption.Furthermore,the bought deal offering must be m

76、arketed in such a way that the offering complies with the requirements of the Exemption which prohibits any solicitation prior to the issuance of the news release and prescribed offering document.The Staff Notice confirmed that an issuer may use the Exemption concurrently with other prospectus exemp

77、tions,such as the accredited investor exemption.However,the Exemption cannot be used in Qubec concurrently with a prospectus offering in another province due to the potential of avoiding the translation requirements for the prospectus and continuous disclosure documents in Qubec.Under the Exemption,

78、the offering,combined with all other distributions made by the issuer under this same exemption during the 12 months immediately before the date of the issuance of the news release announcing the offering,cannot result in an increase of more than 50%in the issuers outstanding listed equity securitie

79、s,as of the date that is 12 months before the date of the news release(not as of the date of the news release-this may limit the use of the Exemption for an issuer that recently completed a reverse takeover).The Staff Notice confirmed that any listed securities issuable on the exercise of warrants d

80、istributed in the offering are included when calculating this 50%limit.However,the exercise price of such warrants is not included in the maximum dollar amount calculation.10 Securities and Corporate Finance-2023 Year in Review and Future TrendsCanadian securities regulators extended the comment per

81、iod on proposed changes to corporate governance disclosure practices and guidelinesHowever,on October 3,2023,the CSA provided an update,delaying the proposed amendments path to adoption(CSA Update).The CSA Update provided that the goals of the proposed amendments in streamlining disclosure requireme

82、nts and reducing regulatory burden while maintaining strong investor protection will be“best achieved when combined with a model for electronic access to information.”As a result of comments received on the access equals delivery model,the CSA“anticipates publishing a revised access model for contin

83、uous disclosure in due course”and advised that the proposed amendments will not be implemented until an access model is chosen.The CSA Update did not specify whether the proposed amendments will be subjected to further revisions and publication for additional comments,nor when the proposed amendment

84、s are proposed to take effect.However,the CSA advised that they“will ensure reporting issuers are provided with sufficient time to transition to any new forms and requirements.”The proposed amendments to Form 58-101F1 Corporate Governance Disclosure of National Instrument 58-101 Disclosure of Corpor

85、ate Governance Practices and proposed changes to National Policy 58-201 Corporate Governance Guidelines were published on April 13,2023,and the comment period was originally scheduled to close on July 12,2023.In response to stakeholder feedback indicating that it would be beneficial to have addition

86、al time to review the proposals and prepare comments,the CSA further extended the comment period to September 29,2023.11 Securities and Corporate Finance-2023 Year in Review and Future TrendsA renewed focus on emerging trends and key drivers of change:Ontario Securities Commissions 2023 2024 Stateme

87、nt of PrioritiesPromoting confidence in Ontarios capital markets among market participants and investors is a core mandate of the OSC,and it is committed to carrying this mandate through a balanced policy framework,access to information to make informed investment decisions,exercising effective comp

88、liance oversight and pursuing timely and vigorous enforcement.The initiatives that the OSC indicated it will prioritize in 2023-2024 include:Advance work on ESG disclosures for reporting issuers;Consider broader diversity on boards and in executive roles for reporting issuers;Incorporate Indigenous

89、Peoples issues and perspectives into CSA policy work;Complete the development of the over-the-counter derivatives regulatory framework;and Strengthen investor safeguards.The OSC continues to modernize its regulatory framework to respond to developing trends and changing business models and practices

90、 and anticipate changing market conditions and investor needs.The OSC stated it plans to balance investor protection while reducing undue barriers to innovation and capital formation through some of the following initiatives:Additional oversight and enforcement in the crypto asset sector;Streamline

91、periodic disclosure requirements for corporate finance and investment fund reporting issuers;Complete the transition to SEDAR+;and Enable the OSC to deliver effective regulation.The Ontario Securities Commission(OSC)published its Statement of Priorities(Statement)for the fiscal year ending March 31,

92、2024.The Statement set out four strategic goals the OSC is intending to focus on,above and beyond its fundamental core regulatory operations,providing stability,transparency and continuity in the regulation of Ontarios capital markets.12 Securities and Corporate Finance-2023 Year in Review and Futur

93、e TrendsCanadian Securities Administrators provide a statement on proposed climate-related disclosure requirements CSA members are responsible for developing climate-related disclosure requirements for reporting issuers in Canada.CSA staff noted that they intend to conduct further consultations to a

94、dopt disclosure standards based on ISSB Standards,with modifications considered necessary and appropriate in the Canadian context.A further market update from the CSA will follow in the coming months ahead.The ISSB Standards are intended to provide a global baseline for sustainability disclosures.Th

95、e ISSB Standards are voluntary but are expected to have a significant impact on the development of mandatory sustainability and climate disclosure regimes in Canada and abroad.We note that the CSA have indicated they are supportive of a global baseline for sustainability disclosures,while advocating

96、 that the standards should phase in and scale disclosure requirements to accommodate smaller issuers.See our Insight on 10 key aspects of the standards at:https:/ CSA welcomed the publication on June 26,2023,of the International Sustainability Standards Board(ISSB)s first two sustainability disclosu

97、re standards:IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information and IFRS S2 Climate-related Disclosures(together,the ISSB Standards).In their statement,the CSA commended the ISSB“for developing a global framework for investor-focused disclosure that is respon

98、sive to market demand for more consistent and comparable disclosures.”The CSA stated they are encouraged by the ISSBs proposed capacity building efforts to support adoption of the ISSB Standards.The CSA also highlighted the June announcement by the Canadian Sustainability Standards Board(CSSB)that i

99、t is now operational,having appointed a quorum of members.The CSA stated that it“looks forward to engaging and collaborating with the CSSB with respect to the ISSB Standards.”13 Securities and Corporate Finance-2023 Year in Review and Future TrendsFive things you need to know when a Canadian securit

100、ies commission requests information in connection with an investigationi.What is the nature of the request?ii.What action needs to be taken immediately?iii.What is the extent of the required disclosure?iv.Will the disclosure be used in other proceedings?v.What can I learn from the investigation?Whil

101、e responding to a securities investigation can be stressful and disruptive,it also provides companies with an opportunity to assess their operations and identify any areas for improvement or further examination.Parties should review not only the issues that are the subject of the investigation,but a

102、lso ancillary or underlying processes,procedures and controls that might have contributed to those issues.Proactive steps to thoroughly review the circumstances that resulted in the investigation will almost certainly result in a stronger organization emerging at the conclusion of the investigation.

103、For publicly listed companies in Canada,there may come a day when you receive a request for information from a provincial securities commission in connection with a securities investigation.Below are five important considerations to keep in mind as you navigate and respond to any information request

104、 from your securities commission.14 Securities and Corporate Finance-2023 Year in Review and Future TrendsSEDAR+goes liveAs the result of the Transition Period,the CSA issued a blanket order to exempt a person or company from filing or delivering certain documents through SEDAR+(the SEDAR+Exemption)

105、during the Transition Period.The SEDAR+Exemption issued by the CSA stipulated that persons or companies may delay the filing or delivery of documents no later than two days after the earlier of the launch of the date on which SEDAR+becomes available for filing,or July 28,2023.The CSAs view is that S

106、EDAR+became available for filing on July 25 despite reported technical issues.Through to July 31,2023,the CSA removed late filing fee charges.The System for Electronic Data Analysis and Retrieval+(SEDAR+)launched on July 25,2023,replacing the previous filing system known as the System for Electronic

107、 Data Analysis and Retri.Specifically,the SECs amendments require current reporting of material cybersecurity incidents and annual reporting of company processes for identifying,assessing and managing material risks from cybersecurity threats;managements role in assessing and managing the compa

169、nys material cybersecurity risks;and the boards oversight of cybersecurity risks.We anticipate that the SEC regulations may provide a roadmap for reporting regulations for the CSA.Currently,Canadian-listed issuers must provide timely reporting of any material changes by issuing a press release.Given

170、 the significant increase in regulator and investor scrutiny of timely and decision-useful information about cybersecurity incidents,we believe that Canadian issuers should take proactive steps to help ensure that they are meeting applicable legal requirements and the expectations of capital markets

171、 participants.Critical mineralsDemand for minerals and metals continues to grow and we anticipate that there will be increased focus on what are referred to as“critical minerals,”those which are essential components in industries such as aerospace,defence,telecommunications,computing and an array of

172、 clean technologies such as solar panels and electric car batteries.More than just rare earth elements,critical minerals encompass several minerals and metals critical new technology,including cobalt,copper,precious metals,nickel,uranium,lithium,magnesium and many others.Canadian mining companies wi

173、ll continue to play a key role in the development and extraction of such critical minerals.22 Securities and Corporate Finance-2023 Year in Review and Future TrendsKey contactsJulien Bourgeois Eric Lung Danny Wakeling Franois BBennett WOra W23 Securities and Corporate Finance-2023 Year in Review and

174、 Future TrendsABOUT DENTONSAcross over 80 countries,Dentons helps you grow,protect,operate and finance your organization by providing uniquely global and deeply local legal solutions.Polycentric,purpose-driven and committed to inclusion,diversity,equity and sustainability,we focus on what matters mo

175、st to 2024 Dentons.Dentons is a global legal practice providing client services worldwide through its member firms and affiliates.This publication is not designed to provide legal or other advice and you should not take,or refrain from taking,action based on its content.Please see for Legal Notices.CSBrand-132869-Securities and Corporate Finance-2023 Year in Review and Future Trend-06 25/01/2024