Timely Disclosure

Timely Disclosure

Updates and Commentary on Current issues in M&A, Corporate Finance and Capital Markets

Category Archives: OSC

Subscribe to OSC RSS Feed

OSC Highlights Potential Securities Law Requirements for Businesses Using Distributed Ledger Technologies such as Blockchain

Posted in FinTech, OSC
By a press release issued March 8, 2017, the Ontario Securities Commission (OSC) warned businesses that use distributed ledger technologies (DLT), such as blockchain, as part of their financial products or service offerings that they may be subject to Ontario securities law requirements. The OSC noted that businesses are using DLT in a variety of… Continue Reading

OSC releases results of #RegHackTO, its first regulatory hackathon

Posted in FinTech, OSC
On March 6, 2017, the Ontario Securities Commission issued a white paper titled “Insights from Canada’s first regulatory hackathon”.  The paper provides an overview of the RegHackTO hackathon hosted by the OSC on November 25-27, 2016.   At the event, more than 120 members of the fintech community competed to find solutions to regulatory problems in… Continue Reading

OSC Unveils LaunchPad to Support Fintech Businesses

Posted in FinTech, OSC
The Ontario Securities Commission (OSC) announced today its new initiative, OSC LaunchPad, described as the first dedicated team by a securities regulator in Canada to help fintech businesses navigate securities law requirements and accelerate time-to-market. OSC LaunchPad will provide direct support to eligible new and early-stage fintech businesses through meetings with the OSC LaunchPad team… Continue Reading

Results of Gender Diversity and Term Limit Disclosure Review Released

Posted in Continuous Disclosure, Corporate Governance, CSA, OSC, TSX
Securities Regulatory Authorities Release Results of Gender Diversity and Term Limit Disclosure Review Securities regulatory authorities in Ontario and nine other provinces and territories of Canada published CSA Multilateral Staff Notice 58-308 Staff Review of Women on Boards and in Executive Officer Positions – Compliance with NI 58-101 Disclosure of Corporate Governance Practices on September… Continue Reading

The AMF Decides Not to Offer Financial Compensation to Whistleblowers

Posted in AMF (Québec), Corporate Governance, OSC, Securities Regulatory Authorities
On February 18, 2016, the Autorité des marchés financiers (AMF) announced that it will not offer financial rewards to whistleblowers who report violations of the laws administered by the AMF. This decision follows careful analysis of the measures implemented by the regulatory organizations of other jurisdictions. The AMF determined that financial rewards were not an… Continue Reading

CSA Propose to Significantly Increase Obligations of Registrants in Canada

Posted in Capital Markets, Continuous Disclosure, Corporate Governance, CSA, IIROC, MFDA, OSC, Securities Regulatory Authorities
The best interest standard for registrants has been on the Canadian Securities Administrators’ (CSA) radar for the past few years. On October 25, 2012, the CSA published CSA Consultation Paper 33-403 The Standard of Conduct for Advisers and Dealers: Exploring the Appropriateness of Introducing a Statutory Best Interest Duty When Advice is Provided to Retail… Continue Reading

Canadian Securities Administrators Implement Harmonized Report of Exempt Distribution

Posted in BCSC, Corporate Finance, CSA, Exempt Offering/Private Placement, Investment Funds and Structured Products, OSC, Securities Regulatory Authorities
On April 7, 2016, the Canadian Securities Administrators (CSA) published amendments (Amendments) to the reporting requirements in National Instrument 45-106 Prospectus Exemptions (NI 45-106).  The amendments were previously published for public comment on August 13, 2015.  Concurrently, the CSA published CSA Staff Notice 45-308 (Revised) Guidance for Preparing and Filing Reports of Exempt Distribution under… Continue Reading

The OSC sharpens its enforcement teeth

Posted in Insider Trading, OSC, Securities Litigation, Securities Regulatory Authorities, Stock Exchanges, TSX
The enforcement efforts of the Ontario Securities Commission (OSC), the regulator that administers and enforces compliance with the provisions of the Securities Act (Ontario) and the Commodity Futures Act (Ontario), have had mixed success— at best. With a mandate to protect investors and ensure fair and efficient capital markets through monitoring compliance and enforcement measures… Continue Reading

OSC Issues Recommendations on Insider Reporting

Posted in Insider Trading, OSC, Securities Regulatory Authorities
On February 19, 2016, the Ontario Securities Commission (OSC) published OSC Staff Notice 51-726 Report on Staff’s Review of Insider Reporting and User Guides for Insiders and Issuers (OSC Staff Notice 51-726). Background OSC staff conducted a review of insider reporting and insider trading policies of 100 reporting issuers.  On average, each reporting issuer that… Continue Reading

Ontario Securities Commission Proposes Whistleblower Program

Posted in Capital Markets, Continuous Disclosure, Corporate Governance, Directors and Officers, Insider Trading, OSC, Securities Regulatory Authorities
The Ontario Securities Commission (OSC) has proposed OSC Policy 15-601 Whistleblower Program (Policy), which is designed to encourage individuals (whistleblowers) to report to the OSC information regarding serious misconduct related to securities or derivatives, with the prospect of receiving monetary awards in certain circumstances (whistleblower awards). Under the Policy, any whistleblower may submit information regarding… Continue Reading

Proposed Amendments to Derivatives Data Reporting

Posted in Derivatives, OSC
The Ontario Securities Commission (OSC) has proposed amendments to OSC Rule 91-507 Trade Repositories and Derivatives Data Reporting (OSC 91-507).   Among other matters, the proposed amendments to OSC 91-507: Eliminate the derivatives data reporting obligations if (a) the transaction is between affiliated companies; (b) each counterparty is a  local counterparty; and (3)  none of the… Continue Reading

OSC finds significant deficiencies at exempt market dealers

Posted in Continuous Disclosure, Corporate Governance, OSC, Securities Regulatory Authorities
The Ontario Securities Commission (OSC) published OSC Staff Notice 33-746 (Notice) on September 21, 2015. The Notice focuses on registered firms and individuals directly overseen by the OSC describing the initiatives within the Compliance and Registrant Regulation Branch (CRR), notices published, rule amendments and regulatory action taken as a result of registrant misconduct.   The OSC encourages… Continue Reading

Canadian Securities Administrators Propose Harmonized Exempt Distribution Reporting Rules

Posted in ASC, BCSC, CSA, OSC, Public Offering and Exemptions, Securities Regulatory Authorities
On August 13, 2015, the Canadian Securities Administrators (CSA) published proposed amendments to the reporting requirements in National Instrument 45-106 Prospectus Exemptions (NI 45-106). Background Current Reporting Forms The reporting forms required to report an exempt distribution presently consist of two forms, being Form 45-106F6 British Columbia Report of Exempt Distribution (Form 45-106F6) which is… Continue Reading

Relief from certain Client Relationship Model Phase 2 (CRM2) Amendments

Posted in CSA, Distribution Exemptions, OSC, Securities, Securities Regulatory Authorities
The OSC has published decisions relating to certain relief from the CRM2 requirements that were to come into effect during 2015 and 2016.  The relief is consistent with that set out in CSA Staff Notice 31-341 – Omnibus/Blanket Orders Exempting Registrants from Certain CRM2 Provisions of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant… Continue Reading

OSC Staff Notice 32-505 Conditional Exemption from Registration for United States Broker-Dealers and Advisers Servicing U.S. Clients from Ontario

Posted in OSC, Securities Registration and Compliance, Securities Regulatory Authorities
Firms and individuals located/residing in Ontario that trade to, with, or on behalf of, or advise U.S. resident clients may be required to be registered in Ontario, regardless of the client not residing in Ontario. The Ontario Securities Commission (OSC) is proposing dealer and adviser registration relief for U.S. broker-dealers and U.S. advisers servicing U.S.… Continue Reading

CSA: Room for Improvement in Mining Company Investor Presentations

Posted in BCSC, Continuous Disclosure, Disclosure, Mineral Projects, Mining, OSC, Securities Regulatory Authorities
NI 43-101 sets out the requirements of the Canadian Securities Administrators (CSA) for disclosure of information about mining projects, including the requirement that the disclosure of scientific and technical information about a material mineral property be approved by a qualified person and, where necessary, supported by a technical report.  Since its adoption in 2001, members… Continue Reading

Capital Markets Participation Fees – OSC Fee Rule Amendments

Posted in Disclosure, Investment Funds and Structured Products, OSC, Public Offering and Exemptions, Securities, Securities Regulatory Authorities
Final amendments to OSC Rule 13-502 Fees and Companion Policy 13-502CP (together, the Rule) were delivered to the Minister of Finance on January 27, 2015 and if approved, will be in force on April 6, 2015. The highlights relating to capital markets participation fees are set out below. Reference fiscal year Previous amendments to the… Continue Reading

Feedback sought for the OSC’s Proposed Whistleblower Program

Posted in Insider Reporting, Insider Trading, OSC, Securities Regulatory Authorities
On February 3, 2015 the Ontario Securities Commission (OSC) published Staff Consultation Paper 15-401 Proposed Framework for an OSC Whistleblower Program (Paper). The Paper outlines the OSC’s proposal for an award-based whistleblower program (Program). The OSC is welcoming written comments on the Program until May 4, 2015. The purpose of the Program is to encourage… Continue Reading

Registrants’ Disclosure of Outside Business Activities – OSC Late Fee Amnesty

Posted in Continuous Disclosure, OSC, Securities Regulatory Authorities
Further to amendments to National Instrument 33-109 Registration Information (NI 33-109) on January 11 of this year, the Form 33-109F4 Registration of Individuals and Review of Permitted Individuals (F4) was amended and sets out that registered and permitted individuals (representatives) must disclose other business activities (OBA) relating to all officer, director or equivalent positions held,… Continue Reading

Equity Crowdfunding Rules Expected in Summer 2015

Posted in Corporate Finance, Crowdfunding, OSC, Securities Regulatory Authorities
In a release issued today, the Ontario Securities Commission advised that the participating jurisdictions of the Canadian Securities Administrators are still reviewing the comments received on a proposed crowdfunding regime and an offering memorandum prospectus exemption.   In its release, the OSC stated that its goal is to publish proposed rules regarding these matters either in final… Continue Reading

OSC Publishes Report on its Review of REIT Distributions Disclosure

Posted in Continuous Disclosure, Disclosure, OSC, Public Offering and Exemptions, Securities Regulatory Authorities, Uncategorized
After reviewing the continuous disclosure records of 30 Ontario-based real estate investment trusts (REITs), the Ontario Securities Commission (OSC) staff, in OSC Staff Notice 51-724 Report on Staff’s Review of REIT Distributions Disclosure issued January 26, 2015, has provided additional guidance on its expectations for disclosure by REITs regarding the source of distributions paid to… Continue Reading

Notice of Publication of ISDA 2014 Multilateral Canadian Reporting Party Agreement (Deemed Dealer Version)

Posted in Derivatives, OSC, Securities
ISDA has published the deemed dealer version of the Multilateral Canada Reporting Party Agreement referenced in section 25(2)(a) of OSC Rule 91-507 Trade Repositories and Derivatives Data Reporting. It is expected that there will be a different version of the Multilateral Agreement where neither counterparty is a derivatives dealer.   Under the agreement the parties agree… Continue Reading

Notice of Publication of OSC FAQs in respect of OSC Rule 91-506 and OSC Rule 91-507

Posted in Derivatives, OSC, Securities
The Ontario Securities Commission (OSC)   has published Frequently Asked Questions (FAQs) (see http://www.osc.gov.on.ca/en/Derivatives_index.htm) in respect of OSC Rule 91-506  Product Determination and OSC Rule 91-507 Trade Repositories and Derivatives Data Reporting.  The FAQs  provides guidance on the application of the two rules.… Continue Reading