Ontario Securities Commission

After almost fifteen years of undisturbed reign, the Business Acquisition Report (BAR) requirements for non-venture issuers are about to be relaxed.

Proposed amendments will require that non-venture issuers file a BAR only if two of the three existing significance tests are triggered, as opposed to only one, and the triggering threshold for such significance tests

On September 12, 2019, the Ontario Securities Commission (the OSC) issued a news release regarding certain amendments as to who can certify a registrant’s annual fee calculation form in Ontario (a Form 13-502F4), which also applies to foreign registrants relying on an international registration exemption in Ontario (each an unregistered registrant).

Whereas

On July 24, 2019, the Ontario Securities Commission (the “OSC”) approved a settlement agreement with CoinLaunch Corp. (“CoinLaunch”), a provider of various ICO-related services in the crypto industry. Following an investigation by the OSC, it was determined that CoinLaunch engaged in and held itself out as engaging in the business of

On June 4, 2019, the US Securities and Exchange Commission (SEC) sued Kik Interactive Inc. (Kik), a privately-held Canadian corporation based in Waterloo, Ontario, for conducting an unregistered securities offering of its digital token “Kin” in violation of section 5 of the Securities Act of 1933. The SEC is seeking a permanent injunction, disgorgement of ill-gotten gains, and civil penalties against Kik.


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Recently, the Ontario Securities Commission, in coordination with the Ministry of Finance, created a Burden Reduction Task Force. The goal of this initiative is to enable Ontario’s businesses and markets to innovate, better compete with other jurisdictions and flourish as the regulatory load is reduced while not diminishing the safeguards in place for Ontario

The Ontario Securities Commission released OSC Staff Notice 33-749 Annual Summary Report for Dealers, Advisers and Investment Fund Managers on August 23, 2018 (Staff Notice).

The Staff Notice included, at Part 1.3, a review of the recent activities of the OSC LaunchPad.  The LaunchPad is actively engaged with novel fintech businesses providing support in navigating regulatory requirements.  The Staff Notice highlighted the following key accomplishments of the OSC LaunchPad in fiscal 2017-2018:

  • 242 Meetings with fintech businesses and stakeholders
  • 156 requests for support received and direct support provided to fintech businesses
  • 55 events hosted by the OSC LaunchPad or in which it participated
  • 25 collaborative reviews with the Canadian Securities Adminstrators’ Regulatory Sandbox regarding novel business models that want to operate across Canada.

Although the industry was initially focussed on online advisors, online lenders and crowdfunding portals, OSC Staff advised in the Staff Notice that industry focus has largely shifted to cryptoasset-related businesses, including initial coin and token offerings, cryptoasset investment funds, traditional financial service businesses utilizing blockchain technology and crypto asset trading platforms.  In addition, the OSC Launchpad is seeing businesses focussed on RegTech services, technology-based compliance solutions and data analytics services.


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The Ontario Securities Commission released OSC Staff Notice 33-749 – Annual Summary Report for Dealers, Advisers and Investment Fund Managers on August 23, 2018 (OSC Staff Notice).

In the OSC Staff Notice, OSC staff identified that some investment fund managers (IFMs) have outsourced fund administration functions (including fund accounting and transfer agency) to related parties.  Under National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, IFMs are required to establish a system of controls and supervision to ensure compliance with securities legislation and are responsible and accountable for all functions that they outsource to a service provider.  Accordingly, IFMs should not rely solely on the related service provider and assume that all obligations under securities legislation are being met.


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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.

Cryptoasset Ownership

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.


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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.


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