In May 2021, the Canadian Securities Administrators (CSA) published for comment proposed amendments to National Instrument 51-102 – Continuous Disclosure Obligations and other related changes to securities laws and guidance (collectively, the Proposed Amendments). The Proposed Amendments were intended to streamline annual and interim disclosure requirements for reporting issuers by, among other things, combining management's discussion and analysis (MD&A) and, for annual filings for non-venture issuers, annual information form (AIF) into one reporting document together with the issuer's financial statements. See our May 2021 Blakes Bulletin: So Hard Done By? CSA Proposes to Reduce Burden with Continuous Disclosure Reforms for more information on the Proposed Amendments.
The CSA originally specified that a final version of the Proposed Amendments would be published in September 2023 and, together with applicable transition provisions, be effective on December 15, 2023. However, on October 3, 2023, the CSA provided an update, delaying the Proposed Amendment's path to adoption (CSA Update).
The Proposed Amendments were formulated in tandem with the "access equals delivery" model published for comment by the CSA in April 2022 (Proposed Model). The Proposed Amendments provided requirements for reporting issuers to deliver their annual and interim disclosure statements to certain specified investors. Under the Proposed Model, providing electronic "access" to an annual or an interim disclosure statement and publishing a related notice that such disclosure statement is available would constitute delivery.
The CSA Update provides that the goals of the Proposed Amendments in streamlining disclosure requirements and reducing regulatory burden while maintaining strong investor protection will be "best achieved when combined with a model for electronic access to information." Therefore, in light of comments received on the Proposed Model, the CSA "anticipates publishing a revised access model for continuous disclosure in due course" and advised that the Proposed Amendments will not be implemented until an access model is chosen.
Looking Ahead
Although the CSA Update did not specify whether the Proposed Amendments will be subjected to further revisions and publication for additional comments, nor when the Proposed Amendments are proposed to take effect, the CSA advised that they "will ensure reporting issuers are provided with sufficient time to transition to any new forms and requirements."
We will continue to monitor developments with respect to the Proposed Amendments and the "access equals delivery" model.
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