Photo of Jonathan Halwagi

On October 30, 2019, the International Limited Partner Association (ILPA) published its model limited partnership agreement (LPA) template for private equity. The model LPA is available online by clicking here and constitutes a Delaware-law based “whole of fund” waterfall LPA that can be used to structure investments into traditional private equity buyout funds. It is

The Institutional Limited Partners Association (« ILPA ») is a global organization dedicated to advancing the interests and maximizing the performance of limited partners (« LPs ») in the context of private equity funds. The ILPA constitutes a forum for LPs and general partners (« GPs ») to engage in constructive dialog with respect to

office-1209640_1280On January 10, 2017, the Canadian Securities Administrators (CSA) issued for comment CSA Consultation Paper 81-408 – Consultation on the Option of Discontinuing Embedded Commissions (the Consultation Paper) for a 150-day comment period. The Consultation Paper presents for discussion, the CSA’s position regarding the effects of sales of investment fund securities or structured notes through commissions, including sales and trailing commissions, paid by investment fund managers (embedded commissions), and proposes that the use of embedded commissions be discontinued in favour of direct pay arrangements.

Proposed Changes

The Consultation Paper currently anticipates that the new regulatory framework would aim to

discontinue any payment of money to dealers in connection with an investor’s purchase or continued ownership of a security described above that is made directly or indirectly by a person other than the investor.

This would, at a minimum, include ongoing trailing commissions or service fees as well as upfront sales commissions for purchases made under a deferred sales commission (DSC) option.


Continue Reading

The Autorité des marchés financiers (Québec), the Financial and Consumer Affairs Authority of Saskatchewan, Financial and Consumer Services Commission of New Brunswick, the Manitoba Securities Commission and the Nova Scotia Securities Commission (CSA Participating Jurisdictions) published on March 20, 2014 for a 90-day comment period

  • the integrated Crowdfunding Prospectus Exemption (Crowdfunding Exemption); and
  • the draft blanket order relating to the Start-up Crowdfunding Prospectus and Registration Exemption (Start-up Exemption).

In line with the Crowdfunding Exemption and the Start-up Exemption, the CSA Participating Jurisdictions also published proposed registration rules and exemptions applicable to the funding portals participating in crowdfunding (Portal Requirements).

The Ontario Securities Commission concurrently published materials relating to, among other exemptions, a crowdfunding exemption and related portal requirements, by way of a local notice.  The British Columbia Securities Commission also concurrently published a local notice soliciting comments on the Start-up Exemption. The Financial and Consumer Affairs Authority of Saskatchewan implemented an exemption for start-up and small businesses and their portals on December 6, 2013. No portals have yet been established in Saskatchewan. Although the Alberta Securities Commission has not published any material, it will be considering the public comments received in respect of the other published materials.

This bulletin focus on the Portal Requirements under both the Crowdfunding Exemption and the Start-up Exemption. You can read our reports on the Start-up Exemption and the Crowdfunding Exemption. Both the Crowdfunding Exemption and the Start-up Exemption will coexist as they target issuers at different stages of development.
Continue Reading

The Autorité des marchés financiers (Québec), the Financial and Consumer Affairs Authority of Saskatchewan, Financial and Consumer Services Commission of New Brunswick, the Manitoba Securities Commission and the Nova Scotia Securities Commission (CSA Participating Jurisdictions) published on March 20, 2014 for a 90-day comment period

  • the integrated Crowdfunding Prospectus Exemption (Crowdfunding Exemption

The Autorité des marchés financiers (Québec), the Financial and Consumer Affairs Authority of Saskatchewan, Financial and Consumer Services Commission of New Brunswick, the Manitoba Securities Commission and the Nova Scotia Securities Commission (CSA Participating Jurisdictions) published on March 20, 2014 for a 90-day comment period

  • the integrated Crowdfunding Prospectus Exemption (Crowdfunding Exemption); and
  • the draft blanket order relating to the Start-up Crowdfunding Prospectus and Registration Exemption (Start-up Exemption).

In line with the Crowdfunding Exemption and the Start-up Exemption, the CSA Participating Jurisdictions also published proposed registration rules and exemptions applicable to the funding portals participating in crowdfunding (Portal Requirements).

The British Columbia Securities Commission concurrently published a local notice soliciting comments on the Start-up Exemption. The Financial and Consumer Affairs Authority of Saskatchewan implemented an exemption for start-up and small businesses and their portals on December 6, 2013. No portals have yet been established in Saskatchewan. Although the Alberta Securities Commission has not published any material, it will be considering the public comments received in respect of the other published materials.

The Ontario Securities Commission has not yet addressed the Start-up Exemption.

This bulletin focuses on the Start-up Exemption, but you can read our reports on the Crowdfunding Exemption and the Portal Requirements. Both the Crowdfunding Exemption and the Start-up Exemption will coexist as they target issuers at different stages of development.

The Start-up Exemption is aimed at providing an alternative source of capital to non-reporting issuers at a very early stage of development. The requirements for the issuers under the Start-up Exemption are less onerous compared to those under the Crowdfunding Exemption. The requirements under the Start-up Exemption are also less onerous for portals since, unlike portals for the Crowdfunding Exemption, portals for the Start-up Exemption will be exempt from registration.  The Start-up Exemption still provides some requirements for the portals used in connection with the Start-up Exemption.
Continue Reading