The staff of the Canadian Securities Administrators (CSA staff or we) have prepared this notice to assist reporting insiders, [FN 1] issuers and other market participants in relation to the new insider reporting regime established by National Instrument 55-104 Insider Reporting Requirements and Exemptions (NI 55-104) and to promote consistency in electronic filings on the system for electronic disclosure by insiders (SEDI).
This notice sets out a number of frequently asked questions (FAQs) that we have received relating to the transition to the new insider reporting regime contained in NI 55-104.
The notice contains a number of examples of arrangements and transactions together with examples of how to report these arrangements and transactions. The instructions contained in this notice are guidelines only, and do not necessarily represent the only way that such arrangements and transactions may be reported in compliance with securities law.
The Companion Policy to NI 55-104 (Policy 55-104CP) and to National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI) (NI 55-102) also contain explanation and guidance on the insider reporting requirements.
CSA Staff will also shortly publish the following general guidance:
- CSA Staff 55-312 Insider Reporting Guidelines for Certain Derivative Transactions (Equity Monetization) (REVISED)
- CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and the System for Electronic Disclosure by Insiders (SEDI) which will replace CSA Staff Notice 55-308 Questions on Insider Reporting and CSA Staff Notice 55-310 Questions and Answers on the System for Electronic Disclosure by Insiders (SEDI).
If you have questions or comments with respect to the contents of this notice, please contact a member of staff. Contact information is included at the end of this notice. This notice is dated April 28, 2010. We may from time to time reissue this notice to reflect additional frequently asked questions or concerns.
FN 1 Prior to April 30, 2010, Canadian securities legislation generally required all persons and companies who are “insiders” (as defined in securities legislation) to file insider reports unless they had an exemption from the insider reporting requirement. On April 30, 2010, the Canadian Securities Administrators introduced a new insider reporting regime established by NI 55-104. Under NI 55-104, the insider reporting requirement is generally limited to “reporting insiders” (as defined in NI 55-104) and certain persons who may be designated insiders for certain historical transactions (see s. 3.5 of NI 55-104). For convenience, this notice will refer to insiders subject to a reporting requirement as “reporting insiders”.