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Category Archives: Requests for Comment

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OSC Clarifies Regulation of Out of Canada Distributions

Posted in Industry News, OSC, Proposals, Requests for Comment

The Ontario Securities Commission (the “OSC”) is seeking comment on Proposed OSC Rule 72-503 – Distributions Outside of Canada and its related companion policy (the “Proposed Rule”), to eliminate longstanding uncertainty about how outside of Canada distributions of securities will be regulated.

Purpose of the Proposed Rule

A distribution of securities by an issuer to foreign investors may or may not fall under the jurisdictional scope of the Securities Act (Ontario) (the “Act”) depending on the connecting factors to Ontario (e.g. the issuer having an active trading market in Ontario or a head office in Ontario).

In an interpretation note … Continue Reading

Les propositions des ACVM concernant les personnes inscrites ont des effets très importants sur les courtiers et les conseillers au Canada

Posted in Advisors, Amendments, Broker-Dealers, Compliance and Supervision, CSA, IIROC, Industry News, MFDA, Registrants, Requests for Comment

Les Autorités canadiennes en valeurs mobilières (les ACVM) ont publié un important document de consultation dans lequel il est proposé de rehausser considérablement les obligations de tous les conseillers, courtiers et représentants, y compris les membres de l’OCRCVM et de l’ACFM (les personnes inscrites). Les commentaires sur ce document de consultation peuvent être présentés jusqu’au 26 août.… Continue Reading

CSA Registrant Proposals Have Far-Reaching Effects on Dealers and Advisers in Canada

Posted in Advisors, Amendments, Broker-Dealers, Compliance and Supervision, CSA, IIROC, Industry News, MFDA, Registrants, Requests for Comment

Recently, the Canadian Securities Administrators (CSA) released an important Consultation Paper that proposes to significantly increase the obligations of all advisers, dealers and representatives, including IIROC and MFDA members (Registrants). Comments on the Consultation Paper can be made until August 26.

The CSA is proposing two distinct categories of changes that, if adopted, will significantly impact the economics of existing Registrant business models and Registrant compliance costs:

1. Best Interest Standard: A “client best interest” standard against which all Registrant-client obligations would be interpreted.

2. “Targeted Reforms”: A comprehensive set of so-called “targeted reforms” will affect … Continue Reading

OSC Proposes Higher Financial Awards for Whistleblowers

Posted in Amendments, Compliance and Supervision, Enforcement, Industry News, OSC, Proposals, Registrants, Requests for Comment, SEC, Uncategorized

The OSC is close to adopting a proposed final version of its previously-announced whistleblowing policy (the Program). The Program would award eligible whistleblowers up to $5 million for reporting serious securities- or derivatives-related misconduct that leads to significant enforcement or settlement outcomes.

We summarized the original OSC consultation paper in a previous article. The OSC received comments on the consultation paper and also hosted a stakeholder roundtable on the proposals. Reporting issuers will want to re-examine their internal compliance and reporting systems, codes of conduct and employment agreements in light of the proposed program. Key features are summarized … Continue Reading

CSA Proposals Require Enhanced Corporate Debt Trade Reporting and Transparency by 2017

Posted in Broker-Dealers, Continuous and Timely Disclosure, CSA, Exempt Market Dealers, IIROC, Industry News, Marketplaces, OSC, Proposals, Requests for Comment

Last week, the Canadian Securities Administrators (CSA) published for comment Proposals that would require trade information for all corporate debt securities executed by dealers to be made publicly available, subject to delayed dissemination and volume caps, by the end of 2017. The CSA Proposals aim to enhance the regulation and transparency of the Canadian fixed income market, partly in response to certain limitations highlighted in a Report on “The Canadian Fixed Income Market 2014” published earlier this year by the Ontario Securities Commission which suggested that retail investors in corporate fixed income securities have less access to … Continue Reading

OSC Proposes Large Financial Awards for Whistleblowers

Posted in Compliance and Supervision, Enforcement, Industry News, OSC, Proposals, Registrants, Requests for Comment, SEC

The Ontario Securities Commission (OSC) is inviting comment for the next 90 days on a proposed comprehensive whistleblowing program (the Program) which would award eligible whistleblowers up to $1.5 million for reporting securities law misconduct that leads to significant enforcement or settlement orders.

Yesterday, the OSC published a consultation paper outlining the key features of the proposed whistleblowing program and seeking public input on various aspects of the proposals. During the next 90 days, the OSC will be accepting comments on the consultation paper and will host a roundtable with various stakeholders to discuss the proposals. Before … Continue Reading

Securities Regulators on the ‘Right’ Path to Rights Offerings

Posted in Amendments, CSA, Proposals, Requests for Comment

On November 27, 2014, the Canadian Securities Administrators (CSA) published proposed amendments to the rights offering regime that aim to make rights offerings more expedient and less costly by creating a streamlined prospectus exemption for reporting issuers (Proposed Exemption). The proposed amendments also aim to increase investor protection with the addition of civil liability for secondary market disclosure and the introduction of a more user-friendly form of rights offering circular document. Finally, the proposed amendments would also update requirements for prospectus-based rights offerings and would repeal the prospectus exemption for rights offerings by non-reporting issuers. This article highlights several of … Continue Reading

OSC Publishes Crowdfunding Exemption Proposal

Posted in Autorités canadiennes en valeurs mobilières, OSC, Proposals, Requests for Comment

On March 20, 2014, the Ontario Securities Commission published four new prospectus exemptions for a 90-day public comment period, including a prospectus exemption for equity crowdfunding (the “Crowdfunding Exemption”). The purpose of this exemption is to allow Canadian businesses, especially start-ups and early stage businesses, to access capital from a potentially large number of investors using an online “portal” platform that would be registered with the securities regulators.… Continue Reading

OSC Proposes New Rules Requiring Disclosure of Participation of Women on Boards and in Senior Management

Posted in Compliance and Supervision, Continuous and Timely Disclosure, OSC, Proposals, Requests for Comment

The following article may be of interest to readers of this blog: OSC Proposes New Rules Requiring Disclosure of Participation of Women on Boards and in Senior Management

As part of the Ontario government’s efforts to foster increased gender diversity on the boards and in the senior ranks of Canada’s largest companies, the Ontario Securities Commission (OSC) recently published for comment until April 16, 2014 proposed amendments to the existing governance disclosure rules contained in National Instrument 58-101 — Disclosure of Corporate Governance Practices (Proposed Amendments) that would require public companies which are Ontario reporting issuers to provide disclosure in … Continue Reading

CSA proposes more attractive regime for documenting private placements in Canada

Posted in Amendments, CSA, Proposals, Requests for Comment

Canadian securities regulators are moving forward with several rule changes (new MI 45-107 and amendments to NI 33-105) that will facilitate private placement offerings of foreign securities to Canadian institutional investors that qualify as “Canadian permitted clients”.  The cumulative effect of the rule changes will be to eliminate the need to prepare a “wrapper document” providing Canada-specific disclosures to supplement the foreign offering document.  These rule changes, together with the proposed amendments to OSC Rule 45-501 which were published for comment earlier this year, will make generally available by legislation that will operate across Canada relief that has been … Continue Reading

Canadian Regulators Mull Fiduciary Standard for Advisers and Dealers

Posted in Advisors, Broker-Dealers, Continuous and Timely Disclosure, CSA, Requests for Comment, Scholarship Plans

Introduction – A Matter of Investor Protection

The Canadian Securities Administrators (CSA) recently published Consultation Paper 33-403 (Paper) which invites comment on whether a statutory fiduciary duty should apply to registered advisers and dealers (collectively, Advisers). The comment period ends February 22, 2013.

Though undecided on the regulatory course ahead, the CSA appears to be amenable to the introduction of a qualified statutory fiduciary duty for Advisers.… Continue Reading