Topic: Legislation, rules and policies

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Primer on Prospectus Exemptions

By Rachelle Powell Bergmann on March 4, 2023 Posted in Legislation, rules and policies

Introduction In accordance with the Québec Securities Act[1], any person wishing to distribute securities must prepare a prospectus[2]. However, Regulation 45-106[3] offers several exemptions from prospectus requirements. In addition to these exemptions, the Autorité des marchés financiers may also grant discretionary exemptions, as long as it is deemed not to affect the protection of investors.[4] … Continue reading

Significant amendments coming to Ontario’s Class Proceedings Act, 1992

By Linda Fuerst, Randy Sutton and Ted Brook on July 22, 2020 Posted in Legislation, rules and policies, Other developments

On July 8, Bill 161, the Smarter and Stronger Justice Act, 2020 (the SSJA), passed a third reading in the Ontario provincial legislature and received royal assent, becoming law. The SSJA includes significant amendments to Ontario’s Class Proceedings Act, 1992 (CPA), marking the first time that Ontario’s class action legislation has undergone major changes since its enactment over 27 … Continue reading

Managing Securities Litigation Risks in the Age of Uncertainty

By Linda Fuerst and Dharshini Sinnadurai on March 26, 2020 Posted in Civil claims, Class actions, Legislation, rules and policies, Other developments

The price at which securities of many Canadian issuers are trading has been significantly affected by the global coronavirus pandemic. This will almost certainly impact their risk of litigation arising from the accuracy their public disclosures. For companies that are dual listed in the United States, the risks are likely enhanced. These risks appear to … Continue reading

Landmark Changes to the BC Securities Act are Set to Take Effect March 27

By Kaitlin Smiley on March 23, 2020 Posted in Legislation, rules and policies, White collar crime

As previously reported, on October 21, 2019, the BC provincial government announced sweeping and significant changes to the BC Securities Act which are intended to give the BC Securities Commission (BCSC) the strongest powers in the country to impose tougher consequences for wrongdoers. The provincial government recently issued an order in council confirming that these … Continue reading

US federal court holds unsponsored ADRs may be subject to US securities laws

By Seth M. Kruglak and Ashley Kuempel on February 24, 2020 Posted in Cross border issues, Legislation, rules and policies, Other developments

On January 28, 2020, in a case that potentially expands the liability of foreign companies, the US District Court for the Central District of California denied a foreign defendant’s motion to dismiss securities law claims brought by US purchasers of its unsponsored, unlisted American Depository Receipts (ADRs). Specifically, in Stoyas v. Toshiba Corp., — F. … Continue reading

Blockchain law: Laying down the law for digital assets

By Robert A. Schwinger on January 29, 2020 Posted in Cross border issues, Legislation, rules and policies, Other developments

Federal legislators, regulators and enforcers have been making enforcement pronouncements and new proposals to try to keep up with the social, economic, political and legal issues posed by the issuance, use and trading of digital assets built on blockchain technologies. In this edition of his Blockchain Law column, Robert A. Schwinger describes some of the … Continue reading

White Collar Criminals Beware – BC strengthening Securities Commission investigation and enforcement powers

By Kaitlin Smiley on October 30, 2019 Posted in Legislation, rules and policies, White collar crime

On October 21, 2019, the BC provincial government announced sweeping and significant changes to the BC Securities Act which are intended to give the BC Securities Commission (BCSC) the strongest powers in the country to impose tougher consequences for wrongdoers. Bill 33-2019, the Securities Amendment Act, 2019, sets out over 100 proposed amendments, many of … Continue reading

Alberta Securities Commission signs Enhanced Memorandum of Understanding to strengthen cross-border enforcement cooperation

By Steven Leitl on July 25, 2019 Posted in Cross border issues, Legislation, rules and policies, Other developments

In July 2019, the Alberta Securities Commission (ASC) joined other signatories, including the Ontario Securities Commission and the United States Securities and Exchange Commission (SEC), by signing the International Organization of Securities Commissions’ (IOSCO) Enhanced Multilateral Memorandum of Understanding Concerning Consultation and Cooperation and the Exchange of Information (EMMoU). This step by the ASC reflects … Continue reading

IIROC’s 2018 Enforcement Report: Strengthening Enforcement Authority Across Canada

By Ted Brook on June 19, 2019 Posted in Legislation, rules and policies, Other developments

Overview On May 16, 2019, the Investment Industry Regulatory Organization of Canada (IIROC) published its 2018 Enforcement Report (the Report). The Report summarizes IIROC’s enforcement activities in 2018 and provides an update on the progress of IIROC’s enforcement priorities, chief among which has been the strengthening of IIROC’s legal authority and enforcement powers across Canada. … Continue reading

MFDA Annual Enforcement Report: Trends in Mutual Fund Dealer Regulation

By Peter Tae-Min Choi on June 4, 2019 Posted in Legislation, rules and policies, Other developments

The Mutual Fund Dealers Association of Canada (MFDA) recently published its 2018 Annual Enforcement Report (the Report), highlighting key enforcement activities and developments over the past year. The MFDA commenced 136 enforcement proceedings in 2018 by Notice of Hearing or Notice of Settlement Hearing, a record number for the self-regulatory organization (SRO). The SRO attributes … Continue reading

Alberta Securities Commission Introduces Whistleblower Program

By Steven Leitl and Aditya Badami on November 22, 2018 Posted in Legislation, rules and policies, Other developments

On November 19, 2018, the Alberta Securities Commission (ASC) implemented its first whistleblower program (the Program) through the release of ASC Policy 15-602 Whistleblower Program (the Policy) and simultaneous amendments to the Alberta Securities Act (the Act). The Program is effective as of November 19, 2018. Its protections apply retroactively to securities misconduct but only … Continue reading

DOJ provides additional insight on compliance and investigations matters

By Kevin James Harnisch, Keith M. Rosen, Paul Sumilas, Ilana Beth Sinkin and Vijay Rao on November 13, 2018 Posted in Cross border issues, Legislation, rules and policies, Other developments, White collar crime

On October 25, 2018, John Cronan, Principal Deputy Assistant Attorney General of the Criminal Division of the US Department of Justice (DOJ), delivered an important speech that touched on several key issues for legal and compliance counsel trying to balance business realities with regulator expectations, particularly with respect to compliance with the US Foreign Corrupt … Continue reading

What auditors need to know about blockchain

By Robert A. Schwinger on November 12, 2018 Posted in Cross border issues, Legislation, rules and policies, Other developments

The implications of blockchain and other disruptive technologies for many legal areas have been addressed by a variety of regulators. While much attention has been focused on the pronouncements by bodies such as the US Securities and Exchange Commission, other regulators have been looking at these matters as well. A recent speech by a member … Continue reading

Nova Scotia Bill 67 – IIROC expands its enforcement authority

By Andrew McCoomb on October 24, 2018 Posted in Legislation, rules and policies, Other developments

On October 12, 2018, Bill 67 was proclaimed into force in Nova Scotia. Bill 67 expands the enforcement powers of the Investment Industry Regulatory Organization of Canada (IIROC) in Nova Scotia in the interest of strengthening investor protection, with a focus on safeguarding the financial interests of seniors and vulnerable retail investors. Bill 67 amends … Continue reading

U.S. Securities and Exchange Commission Proposes “Best Interest” Standard for Retail Broker Dealers

By Thomas J. Hall on April 26, 2018 Posted in Cross border issues, Legislation, rules and policies, Securities regulatory decisions

On April 18, 2018, the U.S. Securities and Exchange Commission (“SEC”) announced proposed rules that would require broker-dealers to act in the best interests of their retail clients when recommending investments. The SEC opened the proposed rules to a 90 day comment period. This announcement follows a March 15, 2018 decision by the U.S. Fifth … Continue reading

The OSC’s Jurisdiction on an Appeal from a Decision of a Director: Re Dhillon (2018) ONSEC 14

By Linda Fuerst on April 20, 2018 Posted in Legislation, rules and policies, Securities regulatory decisions

In Re Dhillon, the Director of Compliance and Registrant Regulation (“Director”) of the Ontario Securities Commission (“OSC” or “Commission”) refused Dhillon’s application for registration under s. 27 of the Ontario Securities Act (the “Act”) on the ground that Dhillon lacked both the proficiency and integrity for registration, and that his registration would otherwise be objectionable … Continue reading

Supreme Court Holds Individuals Must Report to the SEC to Qualify as Whistleblowers under Dodd-Frank

By Mark Oakes, Carlos R. Rainer, Kevin James Harnisch, Gerard G. Pecht, Steve Dollar and Ilana Beth Sinkin on February 28, 2018 Posted in Cross border issues, Legislation, rules and policies, Other developments

On Wednesday, February 21, 2018, the Supreme Court resolved a circuit split by unanimously holding that an employee must report suspected securities law violations to the SEC in order to qualify as a whistleblower entitled to protection from retaliation under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank”). Dodd Frank’s anti-retaliation … Continue reading

Ontario provides protection to “whistleblowers” against reprisals

By Jacob Wilson on February 7, 2018 Posted in Legislation, rules and policies, Other developments

In December 2017, Ontario instituted a civil cause of action for employees who experience reprisals from their employers for providing information or assisting in certain other ways in regulatory or criminal investigations or proceedings involving contraventions of securities or commodity futures laws (whistleblowing). The identical amendments to s. 121.5 of Ontario’s Securities Act and s. … Continue reading

Alberta Securities Commission Policy 15-601: Credit for Exemplary Cooperation in Enforcement Matters

By Steven Leitl on October 25, 2017 Posted in Legislation, rules and policies

In October 2017, the Alberta Securities Commission (ASC) released ASC Policy 15-601: Credit for Exemplary Cooperation in Enforcement Matters. According to the ASC, Policy 15-601: … provides clarity and transparency regarding the circumstances under which ASC staff will consider exercising their discretion to grant credit to those individuals or entities that provide exemplary cooperation to … Continue reading

SEC action against hedge fund raises difficult questions for investment advisers

By Kevin James Harnisch on October 17, 2017 Posted in Legislation, rules and policies, Securities regulatory decisions

The SEC recently extracted a settlement from a hedge fund that raises difficult compliance-related questions for investment advisers. On August 21, 2017, Deerfield Management Company L.P. (“Deerfield”), a hedge fund and registered investment adviser, paid approximately $4.6 million to settle SEC charges that Deerfield failed to create and enforce policies and procedures reasonably designed to … Continue reading

Canadian Securities Regulators Announce Prohibition of Binary Options

By Erika Anschuetz on October 6, 2017 Posted in Legislation, rules and policies, Other developments

Securities regulatory authorities for all Canadian jurisdictions, save for British Columbia, (the Participating Authorities) announced the implementation of Multilateral Instrument (the Instrument) and Companion Policy 91-102 on the Prohibition of Binary Options on September 28, 2017. Binary options are defined in the Instrument as a contract or instrument that provides for only a predetermined fixed … Continue reading

The OSC Explores the Elimination of Embedded Commissions

By Geoff Mens on September 22, 2017 Posted in Legislation, rules and policies, Other developments

The Ontario Securities Commission (OSC) hosted a roundtable discussion on September 18, 2017 (the Roundtable Discussion) to help evaluate potential regulatory changes to discontinue embedded commissions in investment funds. The term “embedded commission” refers to the remuneration of dealers and their representatives for mutual fund sales through a commission paid by investment fund managers (for … Continue reading

BC Court of Appeal clarifies use of disgorgement remedy under the Securities Act

By Kaitlin Smiley on August 25, 2017 Posted in Legislation, rules and policies, Securities regulatory decisions, White collar crime

In Poonian v. British Columbia Securities Commission[1] the BC Court of Appeal recently found that the BC Securities Commission (BCSC) may, in limited circumstances, make orders pursuant to s. 161(1)(g) of the BC Securities Act (the Act) holding persons jointly and severally liable for a disgorgement order where there is evidence showing control and direction … Continue reading

Investment advisors’ legal duties fall under the spotlight

By Jeremy Devereux on July 21, 2017 Posted in Civil claims, Legislation, rules and policies

In a decision released July 6, 2017- Shinoff v BMO Nesbitt Burns Inc et al.– Justice France Dulude of the Québec Superior Court provided helpful guidance on the duties owed by investment advisors to their clients. The plaintiff claimed that the defendants had failed to provide investment advice that was appropriate for his financial objectives. … Continue reading