Publication
Global rules on foreign direct investment (FDI)
Cross-border acquisitions and investments increasingly trigger foreign direct investment (FDI) screening requirements.
Canada | Publication | November 2019
Trust and transparency have been challenging in the cannabis industry: whether related to product trust and transparency or to public disclosure of conflicts of interest. And the need for trust and transparency has not gone unnoticed by securities regulators. In reviewing disclosure relating to M&A and other significant corporate transactions by cannabis issuers, the Canadian Securities Administrators (CSA) suggested that there was inadequate transparency and disclosure of financial and other interests.
In connection with its review, the CSA issued guidelines this week to publicly traded cannabis companies regarding enhanced transaction disclosure and some timely reminders about existing disclosure requirements, specifically:
See CSA Staff Notice 51-359 – Corporate Governance Related Disclosure Expectations for Reporting Issuers in the Cannabis Industry.
While directed to cannabis issuers, the CSA states that its guidance is applicable to all issuers, including those in emerging growth industries.
The Staff Notice described instances of inadequate transparency and disclosure related to the cross-ownership of entities involved in M&A or other significant corporate transactions (including where one party to a transaction or any of its directors or officers may have a conflict of interest as a result of ownership, control or direction of equity, debt, other investments, or business relationships related to the transaction counterparty (each, a “financial interest”)).
The new guidance aims to ensure that investors are provided with sufficient information required to make informed investment or voting decisions in the context of corporate transactions.
Corporate Transactions
Director Independence
Written Code of Business Conduct and Ethics
Publication
Cross-border acquisitions and investments increasingly trigger foreign direct investment (FDI) screening requirements.
Publication
On February 2, 2024, the Belgian Presidency of the Council of the European Union confirmed that the Committee of Permanent Representatives had signed the Artificial Intelligence (AI) Regulation, referred to as the AI Act. Approval by the EU Parliament followed on 13 March 2024, and the AI Act is likely to appear in the EU’s Official Journal around May 2024. The AI Act aims to establish a stringent legal framework governing the development, marketing, and utilisation of artificial intelligence within the region, thereby marking a significant advancement in the regulation of this burgeoning domain.
Publication
The private credit market and direct lending have grown and diversified immensely in the past decade, offering alternative sources and terms of debt compared to those historically provided by the syndicated leveraged loan and public issuance markets. Consequently, they are fast becoming pivotal components in the capital ecosystem, so much so that the Bank of England consider that the private credit market is currently responsible for approximately $1.8 trillion of debt issuance, which is four times its size in 2015. This growth has been particularly pronounced in Europe and the US but there has also been significant activity in Asia.
Subscribe and stay up to date with the latest legal news, information and events . . .
© Norton Rose Fulbright LLP 2023