Ontario Securities Commission updates services standards for prospectus filings

OSC has returned to pre-COVID-19 timelines for review of prospectuses

Ontario Securities Commission updates services standards for prospectus filings

The Ontario Securities Commission (OSC) has returned to pre-COVID-19 timing for review of prospectus filings.

The OSC published an updated service commitment for prospectus filing. Given the current level of market activity, the OSC has returned to its pre-COVID-19 services standards for prospectus reviews in advance of the full review of the service commitment for the next fiscal year.

On December 7, 2021, the OSC announced temporarily expanded service timelines related to reviews of prospectuses in response to a significant and persistent increase in prospectus filing volumes. The OSC extended the changes on June 28, 2022.

Effective January 9, the OSC has returned to its prior service standards. Issuers can expect the OSC to review the materials and issue an initial comment letter for:

  • a simplified prospectus and long-form prospectus within 10 working days,
  • a short form or shelf prospectus within three working days, and
  • an amendment to a short form or shelf prospectus before the OSC issues a comment letter within three working days.

As outlined in its service commitment, the OSC aims to meet these timelines for 80 percent or more of all filings received.

The OSC expanded the scope of its confidential prospectus pre-filing program for non-investment fund issuers, including providing flexibility for the prefiling of shelf prospectuses and, in certain circumstances, greater flexibility on the financial statements included for the pre-filing of prospectuses for initial public offerings. The target for issuing the first comment on a long-form prospectus will apply to all confidentially filed prospectuses. These changes were reflected in the 2022 Corporate Finance Branch Annual Report.

The OSC is mandated to protect investors from unfair, improper, or fraudulent practices, foster fair, efficient and competitive capital markets and confidence in the capital markets, foster capital formation, and contribute to the financial system’s stability and the reduction of systemic risk.

The OSC continues to remind investors to check the registration of any person or company offering an investment opportunity and to review the OSC investor materials available on its website.

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