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ARTICLE · 24 FEBRUARY 2015

OSC Finds Related Party Transaction Disclosure Too Generic And Inadequate

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The OSC recognized that although RPTs can be beneficial and are a normal feature of business, they have the potential to be unfair or abusive to the issuer or its security holders due to the inherent conflicts of interest.

CanadaCorporate/Commercial Law
Dezarae Senft
Dezarae Senft
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After reviewing reporting by 100 randomly selected Ontario-based issuers across all industries comprising both venture and non-venture issuers, the Ontario Securities Commission ("OSC") published Staff Notice 51-723 - Report on Staff's Review of Related Party Transaction Disclosure and Guidance on Best Practices on January 29, 2015 (the "Report"). The Report concluded that although issuer reporting met most of the key disclosure requirements, such disclosure was overly generic and lacked specific detail to the issuer and the related party transaction ("RPT") being disclosed. Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, defines an RPT as a transaction between the issuer and a related party of the issuer at the time the transaction is agreed to as a consequence of which the issuer, directly or indirectly, enters into specified transactions. Such specified transactions include, but are not limited to, a purchase or

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