(TSX) In short marijuana, the United States and listing on the TSX/TSXV do not mix

Article by Neil Wiener

On October 16, 2017, the Toronto Stock Exchange (TSX) issued Staff Notice 2017-0009 regarding listed companies engaged in the marijuana business, whether directly or indirectly, in the United States. At the same time, the TSX Venture Exchange (TSXV) issued a Notice to Issuers virtually identical to the TSX Staff Notice. It is well-known that recreational cannabis has been legalized in certain American states (in alphabetical order, Alaska, California, Colorado, Maine, Massachusetts, Nevada, Oregon and Washington) yet remains illegal at the federal level in the United States. The TSX Staff Notice and TSXV Notice to Issuers clarify the position of the two Exchanges in light of this legal conundrum. In short, marijuana, the United States and listing on the TSX/TSXV do not mix.

The TSX Staff Notice states the general rule that a TSX-listed company must act in compliance with the rules and regulations of all regulatory bodies having jurisdiction over it. The Staff Notice notes that marijuana remains a Schedule I drug under the United States Controlled Substances Act, such that it is illegal under United States federal law to cultivate, distribute or possess marijuana, and that financial transactions involving proceeds generated by, or intended to promote, marijuana-related business activities in the United States may form the basis for prosecution under applicable U.S. federal money-laundering legislation.

According to the Staff Notice, companies listed on the TSX with ongoing business activities that violate United States federal law regarding marijuana are not in compliance with the requirements of the TSX. These business activities may include, among other things, (i) direct or indirect ownership of, or investment in, businesses engaged in the cultivation, distribution or possession of marijuana in the United States (which the Staff Notice refers to as “Subject Entities“), (ii) other commercial arrangements with Subject Entities (presumably, a joint venture, a “streaming” deal, or other similar contractual arrangement), (iii) providing services or products that are specifically designed for, or targeted at, Subject Entities, or (iv) commercial interests or arrangements with entities (CSA) engaging in the business activities described in (iii).

The Staff Notice sets out that the TSX will contact its listed companies by the end of 2017 for a comprehensive review of their marijuana-related activities (if any) in the United States. If a listed company engages in activities that are contrary to TSX requirements, the TSX has the discretion to delist that company. In short, if a TSX-listed company grows or distributes marijuana in the United States, invests in another business that grows or distributes marijuana in the United States, or provides services or products for businesses that grow or distribute marijuana in the United States, the company faces the prospect of being delisted from the TSX.

However, it’s not all bad news for companies in the marijuana industry. The Staff Notice concludes by stating that the TSX continues to welcome listing applicants in the marijuana sector that operate within Canada and comply with applicable Canadian law. Presumably, the TSX will also welcome listing applicants engaged in the marijuana business in other countries in which such activities are legal, provided that the listing applicant can demonstrate to the TSX that it is in compliance with all applicable laws of those jurisdictions. However, until further notice, companies listed or applying for listing on the TSX or TSXV will have to stay away from either marijuana or the United States.

For those Canadian companies with marijuana activities in the United States (for example, a company listed on the Canadian Securities Exchange), the Canadian Securities Administrators (CSA) issued CSA Staff Notice 51-352 Issuers with U.S. Marijuana-Related Activities on October 16, 2017. Similar to TSX Staff Notice 2017-0009, the CSA Staff Notice notes the discrepancy between U.S. federal and state law as it relates to the use and sale of marijuana. In short, CSA staff believes that how a company with U.S. marijuana activities ensures compliance with U.S. state-level regulatory frameworks forms an important part of that company’s continuous disclosure record.

The CSA Staff Notice sets out specific disclosure requirements for issuers with marijuana-related activities in the United States, which will apply to continuous disclosure documents such as an annual information form or management’s discussion and analysis (MD&A), and to a prospectus in the event of a public offering. For example, CSA staff expects that an issuer will explain in these documents “whether and how the issuer’s U.S. marijuana-related activities are conducted in a manner consistent with any U.S. federal enforcement priorities”. For those issuers with direct involvement in the cultivation or distribution of marijuana, CSA staff expects in particular that the issuer will outline the applicable regulations of the U.S. states in which the issuer operates and confirm how the issuer complies with applicable licensing requirements and the state regulatory framework. This is more than boilerplate disclosure. Canadian issuers with marijuana-related activities in the United States will have to take cognizance of, and comply with, these specific disclosure requirements. Failure to do so could lead to a request from CSA staff for re-filing of the disclosure document (e.g. annual information form or MD&A) or appropriate enforcement action.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

Source: Mondaq

“Insurance salesman, like milkmen, could rapidly see a reduction in their numbers.”

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‘I’m just so furious’: Mother and son both fall victim to Equifax Canada hack

By Armina Ligaya

THE CANADIAN PRESS

TORONTO _ Robin Harvey thought she was being financially prudent when she urged her son to sign up to monitor their credit files at Equifax Canada in 2013.

Her son was graduating from university at the time, and the former journalist pushed him to keep a close eye on his records while reactivating her account with the credit monitoring agency as well.

Unfortunately, that move likely exposed them to the very thing she was trying to avoid both received letters this week notifying them that their personal information, as well as account passwords and security answers, were exposed in the massive Equifax cyberhack reported last month.

“I’m just so furious, and I can’t believe it,” the Toronto woman said in an interview with The Canadian Press.

“I did something that I thought was helping him be a responsible, fiscal consumer… And it’s tragic that it turned out this way. It’s exactly the opposite of what I wanted.”

Harvey and her son are among the 8,000 Canadians whose personal data, and in some cases credit card details, was stolen by hackers in the massive Equifax data breach discovered on July 29.

Equifax Canada’s website says that it has concluded its investigation of the hack and has begun mailing notification letters to Canadians whose information has been exposed.

“Potentially impacted information may include names, addresses, gender, and social insurance numbers, as well as usernames, passwords, and secret question/secret answers, which Equifax believes are several years old and were login credentials for use of its direct-to-consumer website,” it reads.

Hackers were able to access or steal the personal data of roughly 145.5 million U.S. consumers, and nearly 400,000 Britons. Equifax Canada originally said the hack may have impacted as many as 100,000 Canadians, but later downgraded that figure to 8,000.

Canada’s privacy commissioner launched an investigation of Equifax breach on Sept. 15.

Both Harvey and her son who does not want to be named because he is paranoid about exposing more of his personal information received a six-page letter, in English and French, that was reviewed by The Canadian Press.

The letter details the data that was compromised, and extends an offer of 12-months free credit monitoring and identity theft protection. Harvey’s letter also noted that she had an Equifax account, which has now been locked for her protection.

“Equifax has been a key player in the protection of privacy for decades,” reads the first line of Harvey’s letter. “Unfortunately, earlier this year, our U.S. parent company discovered that criminals exploited a vulnerability with its U.S. online dispute portal web application.”

The cyberattack occurred through a vulnerability in an open-source application framework it uses called Apache Struts. This vulnerability was detected and disclosed in March by the United States Computer Readiness Team. Equifax has said that it “took efforts to identify and to patch any vulnerable systems in the company’s IT infrastructure.”

The fact that this threat was known months before the Equifax hack was discovered strikes a nerve with Harvey.

She points out that consumers have no choice but to have a credit report and in turn share their personal data with various institutions  in order to do things like take out loans, rent apartments, or get a mortgage.

“You have to engage in this process where they get all this data,” Harvey said. “They insist on having all this data about you, and then they don’t secure it? That’s the outrage.”

She already had her credit card information compromised once before, back in 2006. A man booked himself on a return flight from Montreal to Latin America in her name and she said she was told her information was likely stolen from the online travel agency she used.

Visa caught the double-booking and cancelled her card, Harvey added.

A year’s worth of Equifax’s credit monitoring and identity theft protection is not enough to assuage her fears that someone will take her personal information and wreak havoc, and she will be worrying about this for years, Harvey said. Beyond key information such as her social insurance number, the secret security questions and answers also pose a risk as these are commonly used among many sites, she added.

Experts say that cyberattackers tend to either use illicitly obtained personal data immediately, or wait more than a year until scrutiny dies down to take action.

“I’m very much of the mindset that at some point I’m going to have to deal with some kind of identity theft and security inconvenience because of it,” said Harvey’s son, a Toronto-based artist.

Both Harvey and her son say they are wary of signing up for Equifax Canada’s identity theft protection and credit monitoring service.

“It’s very audacious for them to suggest signing up for a program,” he said.

Harvey wants to ensure that accepting Equifax’s offer does not preclude her from taking legal action, such as a joining one of the class action lawsuits that have been started on behalf of Canadians who may have been affected by the hack.

“The only way to make large corporations that are lax pay attention is to do something like that and cost them money.”

Canadian Broker Network announces the 2017 Underwriter Awards

Canadian Broker Network (CBN), Canada’s leading network of independent insurance brokers, is pleased to announce its’ 2017 Underwriters of the Year. These individuals understand what the role of an underwriter truly is: to write great business that satisfies the clients’ needs and create a win-win for the broker and insurer.

Commercial Award RecipientsAndrew Chan, Intact Insurance; Darryl Gibson, Northbridge Insurance; Pauline McLaren, Aviva; Shelley Blagdon, RSA Canada; Portia Myrvang, CNA; Fiona Stewart, Wynward Insurance Group; Brenda Windle, Aviva; Hasaan Gilani, Aviva

Personal Award Recipients:  Amanda Petrov, RSA Canada; Martine Dolan, The Guarantee Company of North AmericaJeff Crawford, Novex Group Insurance; Heather Topham, Family Insurance; Farzina Coladon, The Guarantee Company of North AmericaLeanne Stodulka, Economical Insurance; Alexander Kwan, Aviva

About the Canadian Broker Network

The Canadian Broker Network is a group of leading independent insurance brokerages including Cal LeGrow Insurance Limited, Capri Insurance Services, CMW Insurance Services, Lawrie Insurance Group, McLean Hallmark Insurance Group, PBL Insurance, Rogers Insurance, Smith, Petrie, Carr & Scott Insurance, Sharp Insurance, South Western Group, and Bullfrog Insurance, the industry’s first digital commercial broker. Together, CBN members represent more than $1 billion in property casualty premiums as well as employee benefits and life and financial services, with over 50 offices across Canada and more than 1,500 employees.

Maturing out of a forum dating back to 2002, originally designed to exchange best practices, CBN today provides a unique alternative for members to grow and innovate their business. CBN’s guiding principles of innovation, collaboration, commitment to growth, and independence ensures that members can deliver the best possible value proposition to their clients, employees, and insurer partners.

For more information, visit canadianbrokernetwork.com

SOURCE Canadian Broker Network

I Want My Car Simple Again

Today’s high tech cars have centre console mounted displays that allow anyone (including the driver) to play around with while in motion; should be against the law. Some cars even need to have the driver touch a screen to change the radio volume or station; a dangerous practice. Older car radios you can FEEL the knobs without taking your eyes off the road. I think vehicles are going the wrong direction these days with their gadgetry.

This opinion was delivered to the DriveSmartBC Inbox last week along with a wish that I would write about it so that other drivers might learn the risks. Even though in car systems are legal, they do present a significant risk for distracted driving. Manufacturers are quite happy to provide the things that we want in our vehicles even when they have not evaluated risk, or worse yet, know of the risk but choose to provide them anyway.

Probably the worst outcome from distracted driving that I was called on to investigate was a fatality where a driver was parked on the side of the highway, well to the right of the single solid white line. I’m guessing that he had stopped to have a bite to eat and enjoy the view from what I discovered inside the passenger compartment. An passing vehicle’s front seat passenger had been having difficulty inserting a CD into the stereo, so the driver intervened to help. The vehicle drifted to the right, which was the direction the driver was looking in, and collided with the parked car.

The driver in the parked car did not survive the collision.

Inserting a CD into a slot in the dash is not a complicated task, but as the e-mail writer observes, using a touch screen or finding the controls on some modern vehicles can tie up your attention for a significant period of time. At 120 km/h on our freeways, one second translates into just over 33 meters of travel. A lot can happen in a couple of seconds.

As part of its Center for Driving Safety and Technology, the AAA Foundation for Traffic Safety commissioned the University of Utah to carry out research to address three important questions:

  1. Which task is the most demanding to complete while driving: calling/dialing, sending a text message, tuning the radio or programming navigation?
  2. What level of demand is associated with completing these tasks using voice commands, touchscreens or other interactive technologies (e.g., buttons, rotary dial, writing pad)?
  3. How does demand from these interactions vary across the infotainment systems found in different vehicle makes and models?

The findings are probably not a surprise for you:

  1. Overall, navigation was found to be the most demanding task.
  2. All tasks were associated with higher levels of cognitive demand.
  3. Of 30 vehicles tested 23 vehicles generated high or very high levels of overall demand on drivers. None of them yielded low overall demand.

The most important piece of information to take away from this is that motorists should remember that just because technologies come installed in a vehicle does not mean automaker testing has proven they are safe to use while driving.

Links:

This Remote Facility on Lake Ontario Was Home to Canada’s Top-Secret Spy School

BY LYNN PHILIP HODGSON, OUR CANADA

Camp X

Camp X’s sole purpose was to develop and train agents in every aspect of silent killing, sabotage, partisan work, recruitment methods for the resistance movement, demolition, map reading, weaponry and Morse code.

This top-secret Second World War spy training school was unofficially known as Camp X. It was established December 6, 1941, in Whitby, Ont., through a cooperative effort between the British Security Coordination (BSC) and the Canadian government. The BSC’s chief, Sir William Stephenson, was a Canadian from Winnipeg and a close confidant of the British Prime Minister, Sir Winston Churchill, who had instructed him to create “the clenched fist that would provide the knockout blow” to the Axis powers. One of Stephenson’s successes was Camp X.

The camp was designed for the sole purpose of linking Britain and the United States. Until the direct attack on Pearl Harbor on December 7, 1941, the United States was forbidden by Congress to get involved with the war. How timely that Camp X should open the day before that attack by the Japanese.

Even the camp’s location was chosen with a great deal of thought: a remote site on the shores of Lake Ontario, yet only 30 miles straight across the lake from the United States. It was ideal for bouncing radio signals from Europe, South America, and, of course, between London and the BSC headquarters in New York.

The choice of site also placed the camp only five miles from Defence Industries Ltd. (DIL), currently the town of Ajax. At that time, DIL was the largest armaments manufacturing facility in the Commonwealth.

Other points of strategic significance in the camp’s locale include the situation of the German Prisoner of War Camp in Bowmanville, and the position of the mainline Canadian National Railway, which went through the top part of Camp X.

Spies in Training

The commanding officers of the camp soon realized the impact and importance of Camp X. Requests for more agents and different training programs were coming in daily from London and New York. Not only were they faced with training agents who were going to go behind enemy lines on specialized missions, but now they had been requested to train agents’ instructors as well. These would be recruited primarily from the United States for the Office of Strategic Services (OSS) and for the FBI. Soon there were trainers training trainers for new camps that would be set up in the U.S.

To ease the demand for experienced trainers, a very successful program of weekend courses for OSS executives was established.

The psychological aspect of the training was most critical. Equally as crucial as the agent’s training in silent killing and unarmed combat was the development of his ability to quickly and accurately assess the suitability of a potential “partisan.” He had to be able to recognize a would-be recruit by being alert at all times and in any situation. He was trained to listen for a comment about the government, the Nazis or how the war was progressing, and to subsequently engage the individual in conversation, perhaps offer him a drink or buy him a meal. In this manner, he could further identify the individual’s philosophy and thoughts about the war.

Paramount among the objectives set for the operation, including the training of Allied agents for the entire catalogue of espionage activities (sabotage, subversion, deception, intelligence and other special means) was the necessity to establish a major communications link between North and South America and European operations of SOE. Code-named Hydra, the resulting short-wave radio and telecommunications centre was the most powerful of its type. Largely created by a few gifted Canadian radio amateurs, Hydra played a magnificent role in the tactical and strategic Allied radio networks.

When you step back and look at the 1940 big picture, you can see exactly why Canada was so important to the SOE as a base for their agents. If the agents were to be recruited in Canada, why not train them there? Soon the BSC had large populations of French Canadians, Yugoslavs, Italians, Hungarians, Romanians, Chinese and Japanese at their disposal and in a concentrated geographical area. It was easier to send a few instructors over to Canada than it was to send 500 or 600 potential agents to Britain only to find that they were not secret agent material.

The agents who trained at Camp X would have no idea as to their future mission behind enemy lines, nor, for that matter, would the instructors or the camp commandant. Camp X’s sole purpose was to develop and train agents in every aspect of silent killing, sabotage, partisan work, recruitment methods for the resistance movement, demolition, map reading, weaponry and Morse code.

It was not until the agent completed the ten-week course that the instructors and commanding officers would assess each individual for his particular expertise and subsequently advise the SOE in London of their recommendations. For example, one agent might excel in the demolition field, while another might be better at wireless telegraph work.

Upon their arrival in Britain, the agents would be reassessed and would be assigned to a finishing school where their expertise would be further refined. Once this task was completed, another branch of the SOE would take over and develop a mission best suited for each individual agent.

A Mysterious Death

There were many inexplicable events that occurred at Camp X, including some strange and disturbing deaths.

One involved 29-year-old political warfare instructor, Kenneth Wilson, who was sent to Toronto and told to register at The Royal York Hotel, where on the morning of June 18, 1942, a staff car from Camp X would drive him to a secret location. This same staff car would return him to the hotel at the end of the day. He spent long hours at the camp, training agents, and that evening, he returned to the hotel. After dinner, he retired to his room and, exhausted, was soon asleep.

Early the next morning he telephoned the assistant manager and asked if there was a doctor in the hotel. He was told that there was no doctor present, but one could be sent very quickly. He then said not to bother because he thought he was feeling a little better.

At about 9:30 a.m., he again telephoned and asked for a doctor who was immediately sent for. The doctor stayed with him for about an hour. By this time he appeared to have recovered completely, so the doctor left. Meanwhile, an assistant had gone down to the hotel to stay with Wilson, and at about 11:15 a.m. he suddenly became much worse. Two nurses were called immediately, but before the doctors who were called had arrived, Wilson died. At age 29, the brilliant BSC executive had died from sudden heart failure, leaving behind a wife and an 18-month old daughter. Was he poisoned? Was he murdered by German Abwehr agents operating in Toronto?

Questions Abound

Another incident involved one of the most talented silent killers in the world, the great William Fairbairn. Fairbairn was 59 when he was sent to Camp X to train men 30 years his junior.

One night, after he retired early, a fire broke out in the mess, just down the hall from Fairbairn’s room. Guards were quickly at his window where flames were now climbing the wall outside his room. Two of the guards managed to pull Fairbairn through the window. Within five minutes the entire building was razed to the ground. Could this possibly have been a coincidence, the fire happening on the same night that the building was occupied? Or was there a more cynical explanation?

The strange occurrences continued. Another involved 25-year-old Howard Benjamin Burgess, who was excited about his new position as chief instructor in Canada when he arrived in late May 1942. On June 3, the young, healthy Burgess suddenly dropped to the ground, unconscious, while on camp property. Everyone was in shock. The camp doctor was immediately summoned. Dr. Millman quickly placed the now bleeding Burgess into the back of his car and raced him to hospital. A guard was posted outside of Burgess’s room and told that no one was to enter the room other than Dr. Millman and the head nurse who had now been sworn to secrecy under the Official Secrets Act.

Three days later, Burgess succumbed to his injuries. The official cause of death was a cerebral hemorrhage.

Years later, while writing my book Inside Camp X, I decided to investigate this strange death of someone who appeared to be in excellent health. Exhaustive research found some very disturbing facts. The official records on file at Camp X did not agree with the official cause of death. The death certificate and burial permit showed the cause of death as acute glomular nephritis—a severe kidney disease. I took a copy of the death certificate to a doctor who advised that a person succumbing to such a disease would have been very sick, weak and emaciated, hardly the strong, healthy man that was Howard Burgess. I was also able to track down the then-retired head nurse who confided that the injury was caused by a gunshot wound to the right temple.

There were other mysterious deaths at Camp X as well—proving that fact really can be stranger than fiction.

Source: Reader’s Digest

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