Canada: Additional Pandemic-related Relief From Continuous Disclosure And Corporate Law Requirements

Governments and regulators continue to provide relief to corporations from continuous disclosure and shareholder meeting requirements. On May 20, the Canadian securities regulators provided new blanket relief from continuous disclosure filing requirements. On May 19, the federal minister of justice proposed temporary amendments to, among other things, extend the time limit by which federal corporations must hold their annual shareholder meetings.

Relief from continuous disclosure requirements

The Canadian securities regulators have provided new temporary relief from certain filing and delivery obligations. The new relief is substantially the same as the relief issued on March 23, but applies to filings normally due between June 2 and August 31, 2020, whereas the March 23 blanket orders apply to filings due prior to June 1, 2020. In other words, for a corporation with a December 31 year-end, the March 23 blanket orders apply largely to year-end and Q1 filings, while the May 20 blanket orders apply largely to Q2 filings.

For corporations with a December 31 year-end, the March 23 and May 20 blanket orders extend the annual, Q1 and Q2 filing deadlines as follows:

TSX-listed issuers

TSX-Venture and CSE- listed issuers

Similar to the March 23 blanket orders, the May 20 blanket orders provide corporations with a 45-day extension for:

• financial statements, MD&A and other specified annual and interim disclosure documents;
• other continuous disclosure filings required in special circumstances such as a change of auditor reporting package, notice of change in year-end, business acquisition report or notice of change in corporate structure; and
• certain financial disclosures required for offering memorandum and crowdfunding prospectus-exempt financings.

In addition, the blanket relief extends by 45 days the lapse date for a final base shelf prospectus that had an original lapse date between June 2 and August 31, 2020.

To rely on the relief, corporations must issue a news release before the original filing deadline and comply with the other conditions set out in the blanket orders.

Importantly, the May 20 blanket orders do not further extend any filing deadlines already extended by the March 23 blanket orders. Corporations that took advantage of the extensions offered by the March 23 blanket orders that are unable to complete the required filing within 45 days of the original deadline may need to apply for a management cease-trade order.

We note that in addition to the March 23 and May 20 blanket orders discussed above, the Canadian securities regulators also provided blanket relief on May 1 for certain filing and delivery requirements generally tied to the sending of materials in advance of an annual shareholder meeting. The May 1 blanket orders provide relief for executive compensation disclosure (which is typically included in the annual information circular) and the requirements to send shareholders (or send upon request) copies of the annual or interim financial statements and MD&A within certain time periods.

Proposed relief from federal time limits, including those related to AGMs

As described in our shareholder meetings update, the governments of Quebec, Ontario, Alberta and British Columbia have previously issued ministerial orders related to the timing and logistics of shareholder meetings for corporations governed by the business corporations legislation of those provinces. On May 20, the federal government proposed measures to, among other things, extend the time limit by which corporations governed by the Canada Business Corporations Act (CBCA) must hold their annual shareholder meetings. Without the relief that would be afforded by the new legislative proposal, CBCA corporations with a December 31 year-end must call and effectively (due to the requirements relating to the date of financial statements) hold their meetings by June 30.

In addition to extending the time limits related to shareholder meetings under the CBCA, the proposals would extend certain time limits under other specified federal legislation (including the Canada Cooperatives Act and the Canada Not-for-profit Corporations Act) and extend federal limitation periods in civil proceedings before courts. Further details of the effect of the new federal legislative proposal will be set out in one or more ministerial orders that should be published soon.