The Canadian Securities Administrators (CSA) have issued a notice delivering temporary relief to reporting issuers with respect to filing deadlines in the midst of the current COVID-19 outbreak. The notice provides reporting issuers with a 45-day extension for periodic filings required on or before June 1, 2020.

The blanket relief order will apply to issuers, investment funds, registrants, some regulated entities and designated rating organizations. Filings subject to the relief extension include financial statements, management’s discussion and analysis, management reports of fund performance, annual information forms and technical reports.

Market participants relying on this exemption are not required to apply for a management cease trade order (MCTO), provided they comply with the conditions of the CSA blanket relief. In the coming days, the CSA indicates it will publish further details on this extension.

Issuers with filing deadlines after June 1, 2020, who anticipate delays due to the COVID-19 outbreak, may consider preparing for or applying for an MCTO. Issuers with filing deadlines on or prior to June 1, 2020, who expect applicable filings to be delayed beyond the 45-day relief period, should also consider whether to prepare for or apply for an MCTO. On March 16, 2020, the CSA provided an earlier notice encouraging issuers to contact their principal regulator to discuss potential impacts, and recommended that issuers consider applying for an MCTO if they anticipate not being able to file the required financial statements on time due to the outbreak.

Applications for an MCTO, which temporarily restricts management and specific insiders from trading, should ordinarily be filed at least two weeks prior to the required filing due date; however, the CSA has committed to accommodating shorter delays as necessary. An MCTO may be issued by a regulator instead of a failure-to-file cease-trade order.

As per the releases, the CSA will continue to monitor the impact of the COVID-19 outbreak and issue further guidance as needed.

If you are an issuer with questions on the CSA blanket relief, preparing an MCTO application or would like more information on other securities law matters, please contact Scott Rozansky or another member of Dentons’ Securities and Corporate Finance group.