Canadian Securities Administrators Propose Changes To "Primary Business" Financial Disclosure Requirements

On August 12, 2021, the Canadian Securities Administrators (the "CSA") published a notice and request for comment on their proposed changes to Companion Policy 41-101CP to National Instrument 41-101 General Prospectus Requirements ("Companion Policy 41-101CP").¹ The goal of the proposed changes is two-fold: (1) to provide a uniform interpretation of issuers' "primary business" financial statement reporting requirements in long form prospectuses across all CSA jurisdictions, and (2) to clarify what historical financial information is required in an initial public offering ("IPO") prospectus.

Background

In April 2017, the CSA sought industry consultation to identify and consider areas of securities legislation that would benefit from regulatory change. Specifically, industry stakeholders suggested that the CSA revisit the requirement imposed by Form 41-101F1 - Information Required in a Prospectus ("Form 41-101F1") that an issuer include historical financial