Canada

Topic: Securities Law

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Beneficial ownership requirements for federally incorporated entities soon to come into effect

Starting June 13, 2019, private companies that are incorporated under the Canada Business Corporations Act (the “CBCA”) will have to establish a securities register detailing all “individuals with significant control” over the corporation (the “ISC Register”) in accordance with Bill C 86, the Budget Implementation Act, 2018, No. 2.  The purpose of the ISC Register … Continue Reading

Emerging Fintech innovation trends propelled by a global initiative

The Global Financial Innovation Network (GFIN), a network of 29 state financial sector regulators and supervisors committed to supporting financial innovation in the interests of consumers, including Quebec’s Autorité des Marchés Financiers (AMF) and the Ontario Securities Commission, has announced the launch of a pilot phase of cross-border testing and knowledge sharing initiative for Fintech … Continue Reading

OSFI issues final guideline on asset securitization

The Office of the Superintendent of Financial Institutions (OSFI) has issued a final version of Guideline B-5: Asset Securitization (the Guideline), which sets out OSFI’s general expectations for asset securitization transactions undertaken by federally regulated insurance companies. The existing guideline on asset securitization was first published in November 2004, and does not adequately account for … Continue Reading

Covered bonds in Canada – an increased regulatory stance

The Office of the Superintendent of Financial Institutions (OSFI), the federal financial institutions prudential regulator, recently addressed the issue of a cap on issuance of covered bonds which presently stands at 4% of a bank’s total assets. OSFI is now taking a hard look at this limit and is doing so in the context of … Continue Reading

FCAC and IIROC to join forces

On September 12, 2017, the Financial Consumer Agency of Canada (FCAC) and the Investment Industry Regulatory Organization of Canada (IIROC), two otherwise independent regulators, announced that they signed a memorandum of understanding (MOU) to coordinate regulatory oversight and strengthen consumer/investor protection. We have made inquiries and have learned that the MOU is not publicly available; … Continue Reading

Conditional Exemption from Registration for U.S. Broker-Dealers

The Ontario Securities Commission (OSC) recently published proposed OSC Rule 32-505 – Conditional Exemption from Registration for United States Broker-Dealers and Advisers Servicing U.S. Clients from Ontario (the Rule). The Rule provides exemptions from the relevant dealer and adviser registration requirements in Ontario for U.S. broker-dealers and U.S. advisers that are trading to, with, or … Continue Reading

Canadian Regulators Impose Sanctions On Unregistered Individuals And Foreign Entities Operating In Canada

Three recent settlement agreements highlight the need for non-Canadian individuals and entities to obtain Canadian legal advice prior to undertaking trading, advising or referral activities with Canadian residents. Downing Settlement In a February 2015 settlement agreement with the British Columbia Securities Commission (BCSC), Sharon Downing (Downing), a resident of the United States, acknowledged that she … Continue Reading

New Takeover Bid Rules

On March 31st, the Canadian Securities Administrators released proposed amendments to the Multilateral Instrument and National Instrument that govern takeover and issuer bids.  If adopted, the proposals will make significant changes to certain aspects of the current rules.  In particular, the proposals will add a minimum tender requirement and extend the period for which bids … Continue Reading

OSFI Reissues Derivatives Guideline

On January 30th, the Office of the Superintendent of Financial Institutions (OSFI) issued the final version of its revised Guideline B-7 – Derivatives Sound Practices.  A draft revised Guideline had previously been released for comment on October 1, 2014.  No material changes have been made in the final Guideline.  In our posting of November 1, … Continue Reading

Final IIROC Guidance On Underwriter Due Diligence

The Investment Industry Regulatory Organization of Canada (IIROC) recently released the final version of Guidance Note 14-0299 (the Guidance), which sets out general principles and suggested practices for underwriters’ due diligence with respect to public securities offerings. IIROC issued proposed guidance on this subject on March 6, 2014 (the Proposed Guidance). The Guidance is substantially … Continue Reading
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