On May 20, 2025, the Autorité des marchés financiers (the AMF)—Québec’s financial markets regulator—introduced its first Self-reporting and Cooperation Policy (the Policy).
The Policy is a positive advancement in fostering the self-disclosure of securities laws breaches. However, the significant discretion granted to the AMF may limit the Policy’s effectiveness in promoting predictability and transparency.
Scope and Purpose of the Policy
While giving credit for cooperation and self-reporting has been an established practice in Quebec, the issuance of this policy emphasizes the AMF’s commitment to fostering greater participation among market participants while also standardizing this practice among its staff members. The AMF also seeks to streamline investigations and legal proceedings, enhancing overall efficiency in regulatory enforcement.[1]
The Policy applies to individuals and legal entities who, after breaching any laws administered by the AMF—including, for example, the Securities Act[2]—either self-reported or fully cooperated with the AMF during an investigation.[3]
Structure and Key Provisions
The Policy is divided into nine sections, including: Modalities of self-reporting and cooperation; Case assessment; Grounds for exclusion; and Forms of sanction relief.
The Policy outlines the modalities of self-reporting and cooperation, specifying that individuals seeking sanction relief must fully comply with all listed conditions throughout their engagement with the AMF.[4] It further details key factors to assess cooperation potential, including the severity and impact of the breach, the individual’s history, and other contextual elements.[5]
Additionally, the AMF identifies behaviours that may lead to cooperation not being recognized following a case-by-case evaluation, as well as actions that outright disqualify an individual from sanction relief.[6] The Policy also provides for the types of sanction reliefs that may be offered in recognition of cooperation, including the use of non-judicial methods, the filing of administrative, rather than penal, proceedings, the reduction in the administrative penalty or fine sought and, in exceptional circumstances, a declination from prosecution.[7]
Discretion Remains Fundamental
The Policy is explicit: the AMF retains full discretion in determining whether, when, and how any form of sanction relief will be granted. Indeed, the Policy states that the “AMF will at all times retain its discretion as to the manner in which the Policy is applied and the form of sanction relief offered” and that obtaining a relief is “at the sole discretion of the AMF.”[8]
Thus, despite being a positive development, the Policy offers no guarantee that a person or corporation that self-reports, cooperates fully with an AMF investigation and puts a halt to a breach will be granted a form of relief, let alone a specific type of relief.
Although prosecutorial discretion is often an important part of such policies, it would have promoted predictability and transparency to provide clear guidelines for obtaining specific relief. For example, the Revised Credit for Cooperation Program of the Ontario Securities Commission provides a list of factors that may inform whether a no enforcement action agreement is an available relief,[9] while the AMF’s Policy briefly states that a similar relief is available in exceptional circumstances where the Person’s cooperation incriminates third parties. What constitutes “exceptional circumstances” is however not specified in the Policy.[10]
This lack of clear guidelines may be mitigated by the disclosure by the AMF of the relief granted in certain cases. Indeed, the Policy provides that “to foster a better understanding […], and in the interest of transparency, the AMF may disclose examples of cases in respect of which any of the forms of sanction relief.” However, the decision to disclose or not to disclose the relief granted in certain cases is at the sole discretion of the AMF.[11]
Conclusion
The ultimate effectiveness of the Policy in achieving its objectives will depend largely on how the AMF will exercise its discretion in practice. While the Policy is a welcome step toward encouraging self-reporting and cooperation, its impact will be shaped by the transparency, consistency, and predictability with which the AMF will apply its provisions in the years ahead.
[1] Self-reporting and Cooperation Policy, s. 1-3.
[2] Securities Act, CQLR c V-1.1
[3] Self-reporting and Cooperation Policy, s. 2.
[4] Ibid, s. 4.
[5] Ibid, s. 5.
[6] Ibid, s. 6.
[7] Ibid, s. 7.
[8] Ibid, s. 4.
[9] Revised Credit for Cooperation Program, s. 21.
[10] Self-reporting and Cooperation Policy, s. 7.
[11] Self-reporting and Cooperation Policy, s. 8.