Since it costs a lot to win, and even more to lose,

You and me bound to spend some time wondering what to choose.

Deal – The Grateful Dead

IIROC recently published guidance regarding managing conflicts of interest arising from soliciting dealer arrangements. The guidance elaborates on existing conflict of interest rules in the context of takeover bids, plans of arrangement, proxy contests and other securities transactions involving various types of solicitation fees.


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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.


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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.


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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 immediate action. This public censure will likely result in stricter enforcement of IIROC dealer members.

The Report comes out of an oversight review of IIROC conducted by staff of seven provincial securities regulators, covering a period from April 1, 2015 to July 31, 2016. The purpose of the review was to assess whether the selected regulatory processes of IIROC were “effective, efficient, and applied consistently and fairly, and whether IIROC complied with the terms and conditions of the [CSA members’] recognition orders.” The Report also evaluated whether recommendations in the previous Oversight Review Report published on March 3, 2016 (covering the year before the period addressed by the current Report) (Previous Report) had been dealt with satisfactorily. The Report categorized deficiencies as high, medium, or low priority. High priority items “will result in IIROC not meeting its mandate” and require IIROC to “immediately put in place an action plan,” the implementation of which is to be directly monitored by the CSA.


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books-1655783_1280On March 9, 2017, the Investment Industry Regulatory Organization of Canada (IIROC) published IIROC Notice 17-0054 – Re-Publication of Proposed IIROC Dealer Member Plain Language Rule Book (the Notice), which republished for comment, the proposed Dealer Member Plain Language Rule Book (the proposed DMPL Rule Book).

The beginnings of the proposed DMPL Rule Book originate

books-1655783_1280Le 9 mars 2017, l’Organisme canadien de réglementation du commerce des valeurs mobilières (l’« OCRCVM ») a publié l’Avis de l’OCRCVM 17-0054 – Nouvelle publication du projet de Manuel de réglementation en langage simple des courtiers membres de l’OCRCVM (l’Avis), publiant une nouvelle fois le projet de Manuel de réglementation en langage simple des

dubai-1767540_1280The Canadian Securities Administrators (CSA) published a staff notice on February 9, 2017 highlighting the initiatives regulators have taken to enhance segregation and portability arrangements for the exchange-traded derivatives markets in Canada following the CSA’s advanced notice of its adoption of National Instrument 94-102 Derivatives: Customer Clearing and Protection of Customer Collateral

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On October 11, 2016, the Toronto Stock Exchange (TSX) provided guidance with respect to pricing a prospectus offering or private placement where there is undisclosed material information. The TSX provided the following guidance:

  • While reviewing the price at which securities are issued from treasury for financings, the TSX will factor in trading activity,