CSA Releases Proposed Changes To The Marketing Rules For Prospectus Offerings

On November 25, 2011, the Canadian Securities Administrators (CSA) released for comment proposed amendments to the rules governing marketing activities for prospectus offerings, including pre-marketing under the bought deal regime.

Currently, issuers and underwriters may not communicate with investors about a potential public offering prior to the issuance of a receipt for a preliminary prospectus, except in reliance on the pre-marketing exemption for bought deals. In addition, current rules permit only limited marketing activities during the waiting period between the issuance of receipts for the preliminary and final prospectuses.

The proposed amendments would increase the range of permitted marketing and pre-marketing activities and establish express rules regarding practices such as the use of road shows. They would also clarify aspects of the bought deal regime, including when a bought deal can be upsized and permitted activities by dealers prior to the