Notice concerning notice-and-access regime recently adopted by the Canadian Securities Administrators

Corporations under the Canada Business Corporations Act (CBCA) can apply for an exemption under section 151 to take advantage of the notice-and-access regime recently adopted by the Canadian Securities Administrators. Notice-and-access allows greater use of the internet for delivering proxy-related materials to shareholders.

Corporations Canada is of the view that this regime provides shareholders with sufficient disclosure to support an application for an exemption from the requirement set out in subsection 150(1) of the CBCA to send the prescribed management proxy circular to each shareholder whose proxy is solicited.

The statutory authority does not extend the exemption to the requirement under section 159 to send financial statements to shareholders nor to the requirements applicable to intermediaries under section 153. Corporations Canada takes no position as to the effect of the exemption on the duties of an intermediary as detailed under section 153 of the CBCA.

To be considered for this exemption, a corporation must be a distributing corporation, as defined under the CBCA. Applications will be considered on a case-by-case basis. Refer to Management Exemption Proxy Solicitation Requirements Canada Business Corporations Act Subsection 151(1) for information about how to apply for an exemption.

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