On October 10, 2018, the Canadian Securities Administrators (CSA) issued CSA Staff Notice 51-357 Staff Review of Reporting Issuers in the Cannabis Industry (Staff Notice) summarizing a review of the disclosure of 70 reporting issuers in the cannabis industry (Cannabis Issuers). The purpose of the review was to highlight best disclosure practices and common
The Supreme Court of Canada (SCC) released its decision on November 9, 2018, holding that the proposed co-operative pan-Canadian securities regulator, known as the Cooperative Capital Markets Regulatory System (CCMR), is constitutional.
Background and Analysis
The CCMR first emerged in 2014 following the rejection of an earlier proposal by the SCC…
The British Columbia Securities Commission (BCSC) published proposed amendments (Proposed Amendments) to British Columbia Instrument 13-502 Electronic Filing of Reports of Exempt Distribution that would require investment fund issuers to use BCSC eServices when submitting Form 45-106F1s filed on an annual basis (currently these annual filings are submitted as paper filings…
The Canadian Securities Administrators (CSA) published amendments (Amendments) to National Instrument 45-106 Prospectus Exemptions and CSA Staff Notice 45-308 Guidance for Preparing and Filing Reports of Exempt Distribution under 45-106 to change the information required within Form 45-106F1 Report of Exempt Distribution (Report).
The Amendments provide more flexibility regarding the certification requirement, streamline the information required to be gathered by filers and address certain concerns raised by foreign dealers and Canadian institutional investors. The main changes to the Report are provided below.
On June 28, 2018, the Investor Office of the Ontario Securities Commission (OSC) published a report entitled “Taking Caution: Financial Consumers and the Cryptoasset Sector”. The report summarizes the results of a survey, conducted in March 2018, of more than 2,500 Ontarians aged 18 and older.
The report describes that 5% of Ontarians currently own cryptoassets (or, as the survey referenced, cyrptocurrencies). This translates into approximately 500,000 Ontarians. Furthermore, an additional 4% of Ontarians in the age bracket owned cryptoassets in the past but no longer do.
Of particular note was the report’s determination that men aged 18-34 are more likely to own a cryptoasset in comparison to any other demographic. However, of those surveyed, only half have invested approximately $1,000 and only 9% invested more than $10,000, primarily in Bitcoin and Ether.
On March 26, 2018, the Mutual Fund Dealers Association (MFDA) published proposed MFDA Rules 1.2 Definitions and 1.26 Continuing Education (collectively, Proposed Rules) and Proposed MFDA Policy No. 9 Continuing Education (CE) Requirements (Proposed Policy) for public comment. The Proposed Rules and Proposed Policy are intended to promote a new CE regime to further enhance MFDA members and Approved Persons’ proficiency, professionalism and industry knowledge (CE Initiative).
An “Approved Person” is an individual who is a partner, director, officer, compliance officer, branch manager or alternate branch manager, employee or agent of an MFDA member firm who:
- is registered or permitted, where required by applicable securities legislation, by the securities commission having jurisdiction, or
- submits to the jurisdiction of the MFDA.
On May 24, 2018, the Canadian Securities Administrators (CSA) released CSA Staff Notice 81-329 Reducing Regulatory Burden for Investment Fund Issuers, which outlines the CSA’s plan to implement four near-term initiatives to lessen the regulatory burden on investment fund issuers. Specifically, CSA staff will undertake to: (i) remove redundant information in disclosure…
The Alberta Securities Commission (ASC) has proposed replacing the current ASC Rule 72-501 with a new ASC Rule 72-501 (Proposed Rule). The Proposed Rule is intended to reduce regulatory impediments and facilitate offerings by Alberta issuers to investors outside of Alberta by removing the potentially duplicative application of Alberta prospectus requirements where an offering materially complies with the securities laws of the foreign jurisdiction. The ASC has historically taken the position that a distribution by an issuer with a fundamental or, in certain cases, significant connection to Alberta is a distribution from Alberta and subject to Alberta securities laws. The approach in the Proposed Rule follows new rules recently released by the Ontario Securities Commission under OSC Rule 72-503 Distributions Outside Canada (OSC Rule 72-503) regarding distributions of securities outside of Canada. The Proposed Rule should primarily benefit issuers with a fundamental connection to Alberta that are distributing securities to persons located outside Canada.
On April 24, 2018, the Canadian Securities Administrators published the Oversight Review Report of the Investment Industry Regulatory Organization of Canada (Report). The Investment Industry Regulatory Organization of Canada (IIROC) is a not-for-profit self-regulatory organization that regulates investment dealers and trading on Canada’s capital markets with a view to protecting investors and maintaining fairness and order in the market.
To assess the risks associated with IIROC’s operations and to ultimately hold IIROC accountable for its internal controls and procedures, the provincial securities regulators conduct an annual risk-based oversight review of a number of IIROC’s processes. The most recent review, covering the period from August 1, 2016 to August 31, 2017 (Review), was conducted by eight of the provincial securities regulators, namely, the British Columbia Securities Commission, the Alberta Securities Commission, the Financial and Consumer Affairs Authority of Saskatchewan, the Manitoba Securities Commission, the Ontario Securities Commission, the Autorité des marchés financiers, the Financial and Consumer Services Commission of New Brunswick, and the Nova Scotia Securities Commission (Participating Regulators). The Review focused on four areas: (1) Financial and Operations Compliance, (2) Corporate Governance, (3) Risk Management, and (4) Financial Operations.
The Canadian Securities Administrators (CSA) have adopted amendments to National Instrument 45-102 Resale of Securities (NI 45-102) and changes to Companion Policy 45-102CP which provide for a new prospectus exemption for the resale by Canadian investors of securities of non-Canadian issuers. The amendments are expected to come into force as of June 12, 2018. The amendments will be applied to all Canadian jurisdictions other than Alberta and Ontario.
In Alberta and Ontario, the new exemption will be found in the following local instruments:
- in Alberta, Alberta Securities Commission Blanket Order 45-519 Prospectus Exemptions for Resale Outside Canada (ASC Blanket Order 45-519); and
- in Ontario, Ontario Securities Commission Rule 72-503 Distributions Outside Canada (OSC Rule 72-503).