Timely Disclosure

Timely Disclosure

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

Category Archives: Securities Registration & Registrants

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Sale of ETFs – Proficiency Standards Approved

Posted in Investment Funds, Securities Registration & Registrants
Last month, provincial securities regulators approved Policy No. 8 (Policy) of The Mutual Fund Dealers Association of Canada (MFDA).  The Policy establishes proficiency standards for mutual fund dealing representatives (Representatives) who wish to sell exchange-traded fund (ETFs). Although Representatives are legally permitted to sell certain types of ETFs (which are a type of mutual fund),… Continue Reading

Securities Regulators to IIROC: Get Tougher!

Posted in Securities Registration & Registrants, Securities Regulatory Authorities
The Canadian Securities Administrators (CSA) have demanded that the Investment Industry Regulatory Organization of Canada (IIROC) boost business conduct compliance activities after the CSA noted serious deficiencies in multiple consecutive oversight reviews. In an Oversight Review Report on IIROC published July 4, 2017 (Report), CSA flagged ‘Business Conduct Compliance’ as a high priority area requiring… Continue Reading

New disclosure obligation: What you should know about the “Financial Information – Annual form”

Posted in Securities Registration & Registrants, Securities Regulatory Authorities
Fasken Martineau’s Investment Products and Wealth Management team wishes to remind dealers and advisers registered under the Securities Act (Quebec) (the “registrants“) that as of June 19, 2017, registrants are subject to a new financial information disclosure obligation. Registrants whose main regulator is the Autorité des marchés financiers (the “AMF“) must now complete a new annual form which… Continue Reading

Rights Offering Prospectus Exemption – Warning for Reporting Issuers

Posted in Securities, Securities Registration & Registrants, Securities Regulatory Authorities
On January 12, 2017, the Canadian Securities Administrators (CSA) published Multilateral CSA Staff Notice 45-322 Potential Concerns with the Structure of Rights Offerings. The notice, issued on behalf of the securities regulators in Ontario, Quebec, Saskatchewan, Manitoba and Alberta, is a warning to issuers who may be perceived as taking improper advantage of the rights… Continue Reading

CSA Introduces Updated Cyber Security Guidance

Posted in Securities Registration & Registrants, Securities Regulatory Authorities
In light of the growing risk of cyberattacks on issuers, registrants and regulated entities (Market Participants), the Canadian Securities Administrators (CSA) recently published CSA Staff Notice 11-332 Cyber Security (Staff Notice) providing guidance to Market Participants on the subject. Cybersecurity a Priority Area for the CSA The Staff Notice identifies cybersecurity as a priority for… Continue Reading

Ontario Business Law Panel releases report recommending changes to key corporate and commercial legislation

Posted in Corporate Finance, Corporate Governance, Directors & Officers, Securities Registration & Registrants
In June 2015, a 13-member panel created by the Minister of Government and Consumer Services (Ontario), known as the Business Law Agenda Stakeholder Panel, released “Business Law Agenda: Priority Findings & Recommendations Report”. The panel reviewed corporate and commercial statutes in Ontario and made recommendations encompassing five key themes: establishing a process to keep corporate… 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 Securities Registration & Registrants, 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

OSC Staff Released Guidance for Investment Fund Managers on Sales Practices, Expense Allocation and Other Matters

Posted in Continuous & Timely Disclosure, Investment Funds, Securities Registration & Registrants, Securities Regulatory Authorities
On June 19, 2014, the Ontario Securities Commission (OSC) released Staff Notice 33-743 – Guidance on Sales Practices and Expense Allocation for Investment Fund Managers which resulted from the targeted review of large investment fund managers (IFMs) conducted by Staff of the Compliance and Registrant Regulation Branch of the OSC.  The Notice provides a summary… Continue Reading

Exigences en matière de règlement des différends du Règlement 31-103

Posted in Securities Registration & Registrants
Fasken Martineau souhaite rappeler aux courtiers et conseillers inscrits des modifications apportées au Règlement 31-103 sur les obligations et dispenses d’inscription et les obligations continues des personnes inscrites (le Règlement 31-103). Ces modifications sont entrées en vigueur le 1er mai 2014. Pour obtenir de plus amples renseignements au sujet de ces modifications, consultez notre bulletin récent, Entrée en vigueur… Continue Reading

NI 31-103 Dispute Resolution Requirements

Posted in Securities Registration & Registrants
Fasken Martineau reminds registered dealers and advisors of recent amendments to National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registration Obligations (NI 31-103) which came into force on May 1st, 2014. Learn more from our recent bulletin Coming into force of Dispute Resolution Requirements for Registered Firms and/or download the NI 31-103 Regulatory Update presentation led by… Continue Reading

Facilitating the Listing Process for Non-Resource Issuers – TSXV Clarifies the “History of Operations or Validation of Business” Requirement

Posted in Continuous & Timely Disclosure, Corporate Governance, Securities Registration & Registrants
Overview On January 29, 2014 the TSX Venture Exchange (TSXV) published a bulletin providing some guidance to facilitate the listing process for issuers intending to list on the TSXV in the “Industrial, Technology and Life Science” category (Non-Resource Issuers).  The TSXV’s guidance is focused on two areas: clarifying the “history of operations/validation of business” initial… Continue Reading

OSC Staff Notice 33-741 – Report on the Results of the Reviews of Capital Markets Participation Fees

Posted in Investment Funds, Securities Registration & Registrants, Securities Regulatory Authorities
The Form 13-502F4 Capital Markets Participation Fee Calculation (F4) must be filed on December 1 each year by all registered firms, unregistered investment fund managers, and firms operating under the exemptions available in sections 8.18 and 8.26 of NI 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.  This form is used to calculate your firm’s… Continue Reading

CSA Issues Staff Notice 43-308 (Revised) – Approves Additions to the List of Foreign Associations and Membership Designations under National Instrument 43-101

Posted in Securities Registration & Registrants, Securities Regulatory Authorities
On February 21, 2013, the Canadian Securities Administrators issued CSA Staff Notice 43-308 (Revised) confirming the addition of two “professional associations”: (i) The Institution of Engineers Australia (Engineers Australia); and (ii) The Institution of Professional Engineers New Zealand (Engineers New Zealand, IPENZ) to the list of foreign professional associations in Appendix A of Companion Policy… Continue Reading