Regulation FD Applies to Disclosure made through Social Media Channels
The SEC concluded that Regulation FD applies to disclosure made through social media channels.
Regulation FD Applies to Disclosure made through Social Media Channels
On April 2, 2013 the United States Securities and Exchange Commission (“SEC”) published a report of its investigation on whether Netflix, Inc. (“Netflix”) and its Chief Executive Officer, Reed Hastings (“Hastings”), violated Regulation FD and Section 13(a) of the Securities Exchange Act of 1934 when on July 3, 2012, Hastings announced on his personal Facebook page that Netflix had streamed 1 billion hours of content in the month of June. Though the SEC did not pursue enforcement action in the matter, it clarified in its report that Regulation FD applies to issuer communications and disclosures through social media channels, and that SEC’s Commission Guidance on the Use of Company Web Sites, Release No. 34-58288 (Aug. 7, 2008) (the “Guide”) also applies to corporate disclosures made through social media channels. The report also suggests that Regulation FD and the Guide apply to “push” technologies, such as email alerts and RSS feeds, and “interactive” communication tools, such as blogs.
TSXV Extends Temporary Measures to Match Tough Financing Conditions
The TSXV extended temporary measures to match tough financing conditions.
Temporary relief from certain private placement pricing requirements
In a Bulletin dated April 12, 2013, the TSX Venture Exchange extended a program providing for temporary relief from certain private placement pricing requirements until August 31, 2013. These temporary measures will permit, in limited circumstances, an issuer listed on the TSX Venture Exchange to price a share/unit offering at an offering price below $0.05, to offer a convertible debenture with a conversion price below $0.10 and to offer a warrant with an exercise price below $0.10.
Ontario Court Confirms Binding Nature of Bought Deal Engagement Letters
The Ontario Superior Court of Justice (Commercial List) recently confirmed the binding nature of bought deal engagement letters when it awarded a judgment of $16,042,669 plus interest and costs in favour of Stetson Oil & Gas Ltd. (TSXV: SSN), a junior oil and gas exploration company, and against Thomas Weisel Partners Canada Inc. (now Stifel Nicolaus Canada Inc.) (“Weisel”), an investment bank and a securities dealer, for Weisel’s failure to close a bought deal private placement pursuant to an engagement letter with Stetson.
SEC Provides Guidance on Using Social Media for Corporate Communication
The United States Securities and Exchange Commission (the “SEC”) issued a report following an investigation into the use of social media, such as Facebook and Twitter, for corporate communication. The report clarifies that public companies can use social media to disseminate corporate information without violating Regulation FD if they take steps sufficient to inform the market of the social media channels that they intend to use to disseminate the information.
Clark Wilson completes $61 million oil and gas assets sale for Bucking Horse Energy Inc.
Ethan Minsky, Bernard Pinsky and Amaan Gangji of Clark Wilson’s Corporate Finance & Securities Group assisted Bucking Horse Energy Inc., through its US subsidiary, in ... Continued
Notice-and-Access Measures Adopted to Permit Electronic Delivery of Proxy Materials for Reporting Issuers
The CSA adopted notice-and-access measures to permit electronic delivery of proxy materials for reporting issuers.
TSX Considers Rules for Issuers with Connections to Emerging Markets
The TSX and TSXV are considering rules for issuers with connections to emerging markets.
Clark Wilson completes $69.7 million public offering for PIRET
On February 12, 2013, Vikram Dhir and James Speakman of our Corporate Finance & Securities Group acted on the completion of Pure Industrial Real Estate ... Continued
Angela Blake advises BIV readers on taking their company public
Angela Blake is featured in this week’s "Ask the Experts" section of Business in Vancouver. Responding to "What should I consider when taking my company ... Continued
Clark Wilson closes $103 million sale of LML Payment Systems
On January 10, 2013, Clark Wilson LLP’s Corporate Finance & Securities Group acted for LML Payment Systems in being acquired by Digital River Inc. for ... Continued