Canadian Securities Administrators Propose Significant Changes To The Prospectus Pre-Marketing And Marketing Regime.

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Canadian Securities Administrators Propose Significant Changes To The Prospectus Pre-Marketing And Marketing Regime.

On November 25, 2011, the Canadian Securities Administrators (CSA) published for public comment proposals (Proposals) to change the current prospectus pre-marketing and marketing regime in Canada. If adopted, the Proposals will significantly alter the manner in which prospectus offerings of securities are marketed. In particular, the Proposals would:

permit limited communications with certain institutional investors to gauge interest in a potential initial public offering

permit the use of term sheets as a marketing tool

prescribe new requirements governing road shows, including road shows for retail investors

allow for upsizing of bought deals and bought deal syndicates, subject to certain conditions

clarify the CSA's views on the marketing of a bought deal financing, including the use of term sheets.

The Proposals do not apply to mutual funds. The comment period will remain open until February 25, 2012.

The Current Regulatory Regime

Exis...

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