OSC Clarifies That Notice-And-Access Is Available For OBCA Issuers

In a recent post, we discussed a number of matters to consider before implementing notice-and-access for posting proxy-related materials on a website instead of mailing materials to shareholders.

Staff of the Ontario Securities Commission yesterday issued guidance that clarifies some of the matters discussed in our earlier post. Specifically, the guidance sets out OSC staff's interpretation of the interaction of notice-and-access with NP 11-201 Electronic Delivery of Documents as well as the availability of notice-and-access to reporting issuers incorporated under the Business Corporations Act (Ontario).

Specifically, OSC Staff state that, in their view, the definition of the term "send" in the OBCA is inclusive and does not prohibit the use of electronic delivery or electronic documents, including the procedures contemplated by notice-and-access, and that the OBCA does not impose an obligation that a reporting issuer obtain consent to use electronic