Exemptions From Canadian Continuous Disclosure Obligations

Canadian securities regulators have adopted a new uniform continuous disclosure regime. This regime is described in our client memo no. 2004-9T, Continuous Disclosure Obligations Revamped: Earlier Filing Deadlines, CEO/CFO Certification and Enhanced Disclosure, dated February 18, 2004. National Instrument 71-102, Continuous Disclosure and Other Exemptions Relating to Foreign Issuers will exempt many non-Canadian issuers from various obligations if certain conditions are met.

Two categories of non-Canadian issuers are eligible for relief: "SEC foreign issuers"¹—including both U.S. domestic issuers and foreign private issuers subject to the rules of the U.S. Securities and Exchange Commission—and "designated foreign issuers"—those that are subject not to SEC rules but to the securities laws of Australia, France, Germany, Hong Kong, Italy, Japan, Mexico, the Netherlands, New Zealand, Singapore, South Africa, Spain, Sweden, Switzerland or the United Kingdom.