OSC Staff Comments on Notice-and-Access Issues Affecting OBCA Companies

As outlined in our earlier client updates, the recent adoption by the Canadian Securities Administrators of notice-and-access rules, the intention of which is to streamline and facilitate electronic communication with shareholders, has spawned a host of technical concerns and uncertainties.

One of the key challenges has been reconciling the notice-and-access rules with the requirements of corporate statutes (shareholder communications by publiclytraded corporations are governed by both corporate and securities laws). On February 28, 2013, staff of the Ontario Securities Commission ("OSC Staff ") published a notice outlining its views on, among other things, the interaction of the notice-and-access rules with the requirements for delivery of proxy-related materials and financial statements under the Business Corporations Act (Ontario) (the "OBCA"). Notably, OSC Staff did not express its views on how the new noticeand- access rules will interact with corporations