What’s Ahead? At a Glance outlines the key securities regulatory developments that will affect the investment management industry in Canada. The Investment Management Group of Borden Ladner Gervais LLP (BLG) prepares these outlines periodically, reporting on the current status of each initiative, as well as the expected next steps. We intend for these outlines to allow you to keep track of regulatory initiatives, as well as understand what may be coming next. Our more detailed newsletters and commentary are highlighted and you can click on the links provided to access our newsletters.

If you would like to discuss any of the initiatives listed in this What’s Ahead? including what they may mean for your business, please contact your usual lawyer in BLG’s Investment Management Group, the authors of this What’s Ahead? or any of the leaders noted at the end of this Bulletin.

The Investment Management Group at BLG consists of a team of over 50 lawyers located in offices across Canada who understand the business, regulatory and administrative issues that face participants in the Canadian investment management industry. We have the largest and most experienced investment management practice in Canada, having provided legal services to Canadian and international industry participants for over 50 years.

Our lawyers are leaders in investment funds, registrant regulation and compliance, private-pooled and hedge funds, segregated funds, derivatives and structured products. BLG’s Investment Management Group is ranked Number 1 in Canada in The Best Lawyers in Canada® (2008 - 2013) in the field of Mutual Funds Law. Several of our lawyers are recognized as leaders in the area of investment funds in industry publications, including:

  • Lexpert®/American Lawyer Guide to Leading 500 Lawyers in Canada
  • Canadian Legal Lexpert® Directory
  • The Best Lawyers in Canada®
  • Who’s Who Legal: The International Who’s Who of Business Lawyers
  • PLC Cross-border Investment Funds Handbook

Our clients, both Canadian and international, include open and closed end investment fund complexes, providers of alternative investment, pooled and private equity products, portfolio managers and dealers, financial institutions, service providers, securities regulators, self regulatory organizations and industry trade associations.

BLG is a leading, full service, national law firm focusing on business law, commercial litigation and intellectual property solutions for our clients. With more than 750 lawyers, intellectual property agents and other professionals in six Canadian cities, clients turn to us for assistance for all their legal needs, from major litigation to financing and patent registration.

The Best Lawyers in Canada®  2013. © Copyright 2012 by Woodward/White, Inc., Aiken, SC. Lexpert® is a registered trademark of Thomson Reuters Canada Limited. © Copyright Thomson Reuters Canada Limited and its Licensors. All rights reserved.

What's Happened

What's Next?

Canadian Securities Regulatory  Authority

Government of Canada Moves to Protect Canadian Investors: Backgrounder, Fact Sheets and Proposed Canadian Securities Act Department of Finance Canada May 2010.

Transition Plan For the Canadian Securities Regulatory Authority Canadian Securities Transition Office July 2010.

In the matter of a Reference by the Governor in Council concerning the proposed Canadian Securities Act, as set out in Order in Council P.C. 2010-667 dated May 26, 2010. 2011 Supreme Court of Canada 66 (December 21, 2011).

Order in Council P.C. 2012-341 March 27, 2012 Order Setting July 12, 2013 as the Date of Dissolution of the Canadian Securities Regulation Regime Transition Office.

House of Commons, Ministry of Finance, Jobs, Growth and Long-Term Prosperity: Economic Action Plan 2013 (March 21, 2013) (Ministry of Finance: Hon. James M Flaherty).

Canadian Securities Transition Office (CSTO) commenced work in July 2009 with a mandate from the Government of Canada to lead and manage the transition from the current system of provincial/territorial regulation to a single, national securities regulator. The Government of Canada referred to the Supreme Court of Canada the question of whether the proposed Canadian Securities Act is within the constitutional jurisdiction of parliament. The Supreme Court of Canada heard submissions on this question in April 2011 and in December 2011 released its decision that the proposed Canadian Securities Act as drafted was not within the constitutional jurisdiction of the Canadian government.

See Implications of the Supreme Court Decision in the Securities Act Reference Securities & Capital Markets Bulletin January 2012 Borden Ladner Gervais LLP.

The mandate for the CSTO will be extended beyond July 2013 for a further period as referred to in the 2013 Federal Budget proposals. The Federal Government also indicated its continued support for a “cooperatively established common securities regulator” agreed to by willing provinces and territories. If no agreement can be reached, the Federal

Government may propose legislation that would be consistent with the Supreme Court of Canada decision, specifically legislation creating a federal capital markets regulatory framework that would focus on systemic risks emerging from capital markets.

International Financial Reporting Standards (IFRS) – for Investment Funds

Proposed amendments to National Instrument 81-106 Investment Fund Continuous Disclosure October 2009.

CSA Staff Notice 81-320 (revised) Update on International Financial Reporting Standards for Investment Funds March 2012.

IFRS for investment funds in place on January 1, 2014. Amendments to NI 81-106 expected to be finalized shortly.

Registrant Regulation – General

CSA Staff Notice 31-317 (revised) Reporting Obligations Related to Terrorist Financing July 2010.

OSC Staff Notice 34-701 Publication of Decisions of the Director on Registration Matters under Part XI of the Securities Act (Ontario) (“Opportunities to be Heard”) May 2011.

CSA Staff Notice 31-326 Outside Business Activities July 2011.

CSA Consultation Paper 33-403: The Standard of Conduct for Advisers and Dealers: Exploring the Appropriateness of Introducing a Statutory Best Interest Duty When Advice is Provided to Retail Clients October 2012.

OSC Staff Notice 33-738 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers November  2012.

CSA Notice and Request for Comments Proposed Amendments to National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and Companion Policy 31-103CP concerning the requirement on registered firms to provide an independent dispute resolution service November 2012.

OSC Staff Notice 33-739 Termination of the Ontario Contingency Trust Fund December 2012.

CSA Notice of Amendments to National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and Companion Policy 31-103CP (Cost Disclosure, Performance Reporting and Client Statements) March 2013.

Various reports from the CSA and the OSC  staff highlight compliance issues significant to registered firms.

See Canadian Securities Regulators Renew Focus on Registrant Compliance – The New Normal – Being Review Ready

Investment Management Bulletin June 2012 Borden Ladner Gervais LLP.

Comment period ended on the proposed “dispute resolution” amendments to NI 31-103 on February 15, 2013.  Comment letters, including comments from Borden Ladner Gervais LLP being considered by the CSA and available on the OSC website. Final rules expected to be published later in 2013, so that any new rules can come into force by September 2014.

Comment period ended on the CSA Consultation Paper 33-403 (best interest) on February 22, 2013. Comment letters, including comments from Borden Ladner Gervais LLP being considered by the CSA and available on the OSC website.  Roundtable discussions scheduled for June 2013 at the OSC.

Amendments to NI 31-103 in respect of cost disclosure, performance reporting and client statements (CRM-2) come into effect over a 3-year period commencing July 15, 2013.

See The Canadian Securities Regulators’ Proposals for a “Best Interest” Standard for Dealers and Advisers: the Long Road Ahead Investment Management Bulletin April 2013 Borden Ladner Gervais LLP.

See Canadian Securities Administrators Finalize Rules Requiring Enhanced Account Level Disclosure by Registrants: Effective July 15, 2013. Investment Management Bulletin April 2013 Borden Ladner Gervais LLP.

Registrant Regulation – IIROC Members

IIROC Rules Notices Requests for Comments Plain language rule re-write project March 2010 – June 2012.

IIROC Notice 11-0150 Request for comments on draft Guidance Notice Disclosure and Approval of Outside Business Activities July 2011.

IIROC Notice Request for Comments 11-0269 Proposed guidance on “Insider” Order Marking September 2011.

IIROC Rules Notice 11-0344 Request for comment – Requirement to Disclose Membership in IIROC as Dealer Member December 2011.

IIROC Rules Notice Guidance Note 11-0349 Guidelines for the review, supervision and retention of advertisements, sales literature and correspondence December 2011.

IIROC Rules Notice Notice of Approval/Implementation 12-0107 Client Relationship Model – Implementation March 2012.

IIROC Rules Notice Guidance Note 12-108 Client Relationship – Guidance March 2012.

IIROC Rules Notice Guidance Note 12-0109 Know-your-client and Suitability Guidance March 2012.

IIROC Rules Notice 12-0207 Concept Paper Request for comments Restricted Dealer Member Proposal July 2012.

IIROC Rules Notice 12-0253 Request for comments on draft guidance regarding compensation structures for retail investment accounts August 2012.

IIROC Rules Notice Request for Comments 12-0311 Draft Guidance Regarding Outsourcing Arrangements October 2012.

IIROC Rules Notice 12-0379 The Role of Compliance and Supervision December 2012.

IIROC Rules Notice 12-0384 Sale of principal protected notes by Approved Persons of IIROC Dealer Members December 2012.

IIROC Rules Notice Request for Comments 13-0053 Use of Business Titles and Financial Designations – Proposed Guidance Note January 2013.

IIROC Rules Notice 13-0042 Update to IIROC Rules Notice 12-217, July 2012 – Concept Proposal Restricted Dealer Member – Summary of Comments February 2013.

IIROC has issued guidance and proposed guidance on various compliance issues significant to its members. IIROC has undertaken a project to rewrite its Rules in plain language primarily to make the Rules more clear, concise and organized, although some substantive changes will also be made.

IIROC’s rule amendments and guidance relating to its implementation of the Client Relationship Model were finalized in March 2012. Various implementation dates apply. IIROC’s rules regarding account performance reporting are being reviewed to determine how to conform them to the CSA’s “CRM-2” final rules published in March 2013.

See Proposals for a New “Restricted Dealer” IIROC Member Category Released for Comment Investment Management Bulletin August 2012 Borden Ladner Gervais LLP.

Registrant Regulation – MFDA Members

Consultation Paper on the Harmonization of Mutual Fund Distribution Regulations Autorité des marchés financiers October 2010.

Consultation Paper on the Use of Third Party Back-Office Service Providers MFDA Bulletin #0484-P June 2011. Summary of Comments MFDA Bulletin #0511-P December 2011.

MFDA Bulletin #0507-P (Final) Amendments to MFDA Rule 5.3 (Client Reporting) and Form 1 December 2011.

MFDA Bulletin #0508-P MFDA Rule 5.3.5 (Performance Reporting): Suspension of June 2012 Implementation December 2011.

MFDA Draft Member Regulation Notice – Sale of Principal Protected Notes by Approved Persons of MFDA Members November 2012.

MFDA Bulletin 0554-P Proposed Amendments to Section 1 (Definitions) of MFDA By-law No. 1, Rule 2.5.5 (Branch Manager) and Policy No. 2 Minimum Standards for Account Supervision January 2013.

Revised Member Regulation Notice MR-0057 The Role of Compliance and Supervision February 2013.

MFDA Bulletin 0561-P Policy Instrument Review Project March 2013.

MFDA Bulletin 0562-P Client Disclosure Sweep March 2013.

Comment period on the AMF consultation paper ended November 30, 2010. AMF later announced that it is working towards a later deadline than September 28, 2011 to achieve harmonization.

See AMF Consultation on Harmonizing Regulation of Québec Mutual Fund Dealers Investment Management Bulletin October 2010 Borden Ladner Gervais LLP.

MFDA consultation on the use of third party service providers ended on September 30, 2011. MFDA has confirmed it will not impose any  new requirements, but will continue to monitor the issues.

Amendments to MFDA Rule 2.2.1 (“Know-your- client”), Rule 2.2.4 (Updating Client Information) and Policy No. 2 (Minimum Standards for Account Supervision) became effective on December 3, 2011. MFDA Rule amendments have been finalized to implement certain client relationship model requirements specifically, quarterly client reporting obligations for MFDA members. MFDA is reviewing MFDA Rule 5.3.5 (which is suspended) on performance reporting to determine if any changes are required to ensure harmonization with performance reporting standards under NI 31-103.

Registrant Regulation – Exempt Market Dealers

CSA Staff Notice 33-315 Suitability Obligation and Know Your Product September 2009.

CSA Staff Notice 31-323 Guidance Relating to the Registration Obligations of Mortgage Investment Entities February 2011.

OSC Staff Notice 33-735 Sale of Exempt Securities to Non-Accredited Investors May 2011.

CSA Staff Notice 31-324 Exempt Market Dealers and Account Statement Requirements in NI 31-103 June 2011.

CSA Staff Notice 31-327 Broker-Dealer Registration in the Exempt Market Dealer Category September 2011.

ASC Staff Notice 33-704 Review of Exempt Market Dealers Alberta Securities Commission January 2012.

CSA Staff Notice 31-331 Follow-up to Broker-Dealer Registration in the Exempt Market Dealer Category July 2012.

CSA Staff Notice 31-333 Follow-up to Broker-Dealer Registration in the Exempt Market Dealer Category February 2013.

B.C. Notice 2013/01 Notice and Request for Comment Proposed Revocation of BCI 32-513 Registration Exemption for Trades in Connection with Certain Prospectus Exempt Distributions and BC Instrument 32-572 Exemption for Dealer Registration Requirements for Trades in Securities of Mortgage Investment Entities January 2013.

Various reports from the CSA and the OSC staff intended to highlight compliance issues significant to firms registered as EMDs.
The 2012 annual report of the OSC staff referred to above provides additional discussion about issues specific to EMDs.

See Securities Regulators Provide Guidance on Registration Obligations for Mortgage Investment Entities Investment Management Bulletin March 2011 Borden Ladner Gervais LLP.

Registrant Regulation – Portfolio  Managers

10 Most Common Deficiencies Among Portfolio Managers OSC October 2008.

CSA Staff Notice 33-315 Suitability Obligation and Know Your Product September 2009.

CSA Staff Notice 31-325 Marketing Practices of Portfolio Managers July 2011.

CSA Staff Notice 31-332 Relevant Investment Management Experience for Advising Representatives and Associate Advising Representatives of Portfolio Managers January 2013.

CSA staff report on marketing practices of portfolio managers updates and replaces earlier 2007 report from the OSC staff on the same topic. The 2012 annual report of the OSC staff referred to above provides additional discussion about issues specific to PMs.

Registrant Regulation – Investment Fund Managers

OSC Staff Notice 11-760 Report on Mutual Fund Sales Practices under Part 5 of National Instrument 81-105 Mutual Fund Sales Practices April 2007.

OSC Staff Notice 11-763 A Focused Review of the Securities Valuation and Expense Allocation Practices of Fund Managers July 2008.

Multilateral Policy 31-202 Registration Requirement for Investment Fund Managers Securities regulators in British Columbia, Alberta, Saskatchewan, Manitoba, PEI, Nova Scotia, New Brunswick and the three territories July 2012.

Multilateral Instrument 32-102 Registration Exemptions for Non-Resident Investment Fund Managers Securities regulators in Ontario, Québec and Newfoundland and Labrador July 2012.

OSC staff notices outline common compliance issues for fund managers in connection with management and distribution of investment funds. The 2012 annual report of the OSC staff referred to above provides additional discussion about issues specific to IFMs.

See OSC Provides Guidance on Complying with Mutual Fund Sales Practices Rule Investment Management Advisory May 2007 Borden Ladner Gervais LLP.

New IFM registration instruments came into force on September 28, 2012 and required filings by specific deadlines.

See Two Distinct Regulatory Approaches for Non-Resident Investment Fund Managers Finalized in Canada – Effective September 28,2012 Investment Management Bulletin July 2012 Borden Ladner Gervais LLP.

Incorporated Representatives (Dealers and Advisers)

Consultation on Possible Options for the Incorporation of Individual Representatives of Registered Dealers and Advisers in Canada Working Group of Provincial/Territorial Government Officials December 2010.

Consultation on Possible Options for the Incorporation of Individual Representatives of Registered Dealers and Advisers in Canada: Summary of Consultation Responses Working Group of Provincial/Territorial Government Officials June 2011.

Bill 14 An Act to Amend the Securities Act, 1988 Legislative Assembly of Saskatchewan May 2012 (as amended).

A working group of representatives of various provincial and territorial governments is developing a proposed legislative model which would allow representatives of dealers and advisers to set up personal corporations and operate their securities businesses through these corporations. Bill 14 of the Saskatchewan government is the first legislative model that would so permit incorporated representatives (dealers and advisers). It has received royal assent in Saskatchewan, but has not been proclaimed in force. The working group of provincial/territorial governments requested comments on both Bill 14 and their “key elements” document (which was based on Bill 14) by April 30, 2012. Further consultation is expected.

Point of Sale Disclosure for Mutual Funds

CSA Staff Notice 81-319 Status Report on the Implementation of Point of Sale Disclosure for Mutual Funds June 2010.

CSA Staff Notice 81-321 Early Use of the Fund Facts to Satisfy Prospectus Delivery Requirements. February 2011.

Proposed (revised) Amendments to National Instrument 81-101 Mutual Fund Prospectus Disclosure and related policy and forms and related instruments. July 2012.

Comment period on the revised CSA proposals relating to delivery of fund facts documents post-trade ended September 6, 2012. Comments, including those of Borden Ladner Gervais LLP being considered by CSA and available on OSC website.

See Fund Facts Mandatory for Canadian Mutual Funds in 2011 Investment Management Bulletin October 2010 Borden Ladner Gervais LLP.

See Canadian Securities Regulators Release Second Request for Comments on ‘Stage 2’ of Point of Sale Disclosure Investment Management Bulletin July 2012 Borden Ladner Gervais LLP.

Modernization of Investment Fund Rules

CSA Staff Notice 81-322 Status Report on the Implementation of Investment Fund Product Regulation Project and Request for Comment on Phase 2 Proposals. May 2011.

Notice of (final) Amendments to NI 81-102 Mutual Funds, NI 81-106 Investment Fund Continuous Disclosure, NI 81-101 Mutual Fund Prospectus Disclosure and NI 41-101 General Prospectus Requirements CSA February 2012.

CSA Notice and Request for Comments Proposed Amendments to National Instrument 81-102 Mutual Funds and Companion Policy 81-102CP Mutual Funds and Related Consequential Amendments and other Matters Concerning National Instrument 81-104 Commodity Pools and Securities Lending, Repurchases and Reverse Repurchases by Investment Funds – Modernization of Investment Fund Product Regulation (Phase 2) March 2013.

Comment period on proposals for Phase 2 of the investment fund modernization project ended July 25, 2011. Comment letters, including comment letter of Borden Ladner Gervais LLP, available on the OSC website.

See Canadian Regulators Propose to Modernize Investment Fund Regulation Investment Management Bulletin June 2011 Borden Ladner Gervais LLP.

The first phase of the CSA’s modernization project was finalized with the amendments to  NI 81-102, NI 81-101, NI 81-106 and NI 41-101
which came into force on April 30, 2012.
The amendments affecting money market funds came into force on October 30, 2012.

See Updated Mutual Fund Rules Finalized in Canada for ETFs, Money Market Funds,Short Selling and Fund of Funds Investment Management Bulletin February 2012.

Comment period on the proposals for closed-end funds and alternative funds ends June 25, 2013.

See Moving Beyond Mutual Funds – New Proposed Regulations for Public Closed-End Funds and “Alternative Funds” Investment Management Bulletin April 2013 Borden Ladner Gervais LLP.

Investment Fund Fees

CSA Discussion Paper and Request for Comment 81-407 Mutual Fund Fees December 2012.

Comment period on the CSA Discussion Paper ended April 11, 2013. Comment letters, including comments from Borden Ladner Gervais LLP being considered by the CSA  and available on the OSC website. Roundtable discussions scheduled for June 2013 at the OSC.

Investment Fund Governance

OSC Staff Notice 81-713 Focussed Disclosure Review National Instrument 81-107 Independent Review Committee for Investment Funds March 2011.

OSC Staff Notice describes the results of OSC staff’s review of IRC and NI 81-107 related disclosure and makes suggestions for improvements.

See Additional Regulatory Guidance for Canadian Fund Managers and Independent Review Committees Investment Management Bulletin April 2011 Borden Ladner Gervais LLP.

Securitized  Products

Proposed National Instrument 41-103 Supplementary Prospectus Disclosure Requirements for Securitized Products, Proposed National Instrument 51-106 Continuous Disclosure Requirements for Securitized Products and Proposed
Amendments to National Instrument 45-106 Prospectus and Registration Exemptions. April 2011.

CSA propose a specific securitized products regime, including new restrictions on distribution in the exempt marketplace. Comment period ended August 31, 2011, comments being considered by the CSA and available on OSC website.

See New Securitized Products Rules Proposed Securities & Capital Markets Alert April 2011 Borden Ladner Gervais LLP.

Scholarship  Plan  Regulation

CSA Implementation of a New Tailored Prospectus Form for Scholarship Plans –  Notice of Amendments to National Instrument 41-101 General Prospectus Requirements, Form 41-101F2, Form 41-101F3 and Companion Policy 41-101CP Companion Policy to National Instrument 41-101 General Prospectus Requirements. January 2013.

Amendments to National Instrument 41-101 come into force on May 31, 2013 and will require scholarship plans to renew their prospectuses filed after that date according to the new form requirements (Plan Summary and Detailed Plan Disclosure).

Hedge Funds and other Alternative Investment  Products

OSC Staff Notice 33-733 Report on Focused Reviews of Investment Funds, September 2008 – September 2009.
January 2010.

CSA Notice Multilateral Staff Notice 46-306 Third Update on Principal Protected Notes August 2012.

OSC Staff Notice reports on findings from focused reviews of money market funds, hedge funds and structured products (nonredeemable investment funds) conducted from September 2008 – September 2009. See also the discussion in the OSC’s 2011 Compliance and Registrant Regulation Branch report regarding the linkages between systemic risk and hedge funds.

See Hedge Fund Managers: Your 2012 Annual Compliance Check-up – Quick Tips on Doing a Self-Diagnosis Investment Management Bulletin April 2012 Borden Ladner Gervais LLP.

Compliance Issues for Publicly Offered Investment  Funds

OSC Staff Notice 33-733 Report on Focused Reviews of Investment Funds, September 2008 – September 2009. January 2010.

OSC Staff Notice 81-710 Approvals for Change in Control of a Mutual Fund Manager and Change of a Mutual Fund Manager under National Instrument 81-102 Mutual Funds May 2010.

OSC Staff Notice 81-711 Closed-End Investment Fund Conversions to Open-End Mutual Funds October 2010.

OSC Staff Notice 81-715 Cross-Listings by Foreign Exchange Traded Funds August 2011.

OSC Staff Notice 81-718 2012 Summary Report for Investment Fund Issuers January 2013.

OSC Staff Notice 81-719 Effect of Proposed Income Tax Act Amendments on Investment Funds – Character Conversion Transactions April 2013.

Various reports from the OSC staff highlight compliance issues significant to publicly offered investment funds. Various editions of the OSC’s Investment Funds Branch Practitioner are also available on the OSC website and point out compliance and other issues noted by OSC staff.

Prospectus Disclosure for Investment  Funds

OSC Staff Notice 81-714 Compliance with Form 41-101F2 – Information Required in an Investment Fund Prospectus March 2011.

Amendments (final) to National Instrument 41-101 General Prospectus Requirements and related instruments, including National Instrument 81-101 Prospectus Disclosure for Mutual Funds February 2013.

New technical amendments to NI 81-101 and NI 41-101 to reflect updated practice rules effective May 14, 2013.

Continuous Disclosure for Investment Funds

OSC Staff Notice 33-733 Report on Focused Review of Investment Funds, September 2008 –September 2009 January 2010.

OSC Staff Notice 81-707 Report on Staff’s Continuous Disclosure Review of Portfolio Holdings by Investment Funds August 2012.

Activity Report for the Continuous Disclosure Review Program AMF October 2012.

OSC and AMF staff reports outline common deficiencies with investment fund continuous disclosure and highlight staff’s continued focus on continuous disclosure reviews.

Use of Prospectus Exemptions – Exempt Market-Place

CSA Staff Consultation Note 45-401 Review of Minimum Amount and Accredited Investor Exemptions Public Consultation CSA November 2011.

Multilateral CSA Staff Notice 45-309 Guidance for Preparing and Filing an Offering Memorandum under National Instrument 45-106 Prospectus and Registration Exemptions April 2012.

CSA Staff Notice 45-308 Guidance for Preparing and Filing Reports of Exempt Distribution under National Instrument 45-106 Prospectus and Registration Exemptions April 2012.

CSA Staff Notice 45-310 Update on CSA Staff Consultation Note 45-401 Review of Minimum Amount and Accredited Investor Exemptions. June 2012.

OSC Staff Consultation Paper 45-710 Considerations for New Capital Raising Prospectus Exemptions December 2012.

Comment period on Staff Consultation Note about the use of the minimum amount prospectus exemption and the accredited investor prospectus exemption contained in National Instrument 45-106 Prospectus and Registration Exemptions ended February 29, 2012. Comments are available on OSC website. The OSC also held several round table public discussions.

Comment period on the OSC Staff Consultation Paper 45-710 ended March 8, 2013. Comment letters are available on the OSC website. OSC held consultation sessions during January and February 2013. Additional roundtable scheduled for June 2013.

See Canadian Regulators Commence a Review of Minimum Amount and Accredited Investor Prospectus Exemptions Securities & Capital Markets Bulletin November 2011 Borden Ladner Gervais LLP.

See Preparation and Filing of Offering Memoranda and Reports of Exemption Distribution under National Instrument 45-106 Securities & Capital Markets Bulletin May 2012 Borden Ladner Gervais LLP.

See The OSC Examines Four New Capital Raising Prospectus Exemptions Securities & Capital Markets Bulletin February 2013 Borden Ladner Gervais LLP.

Capital Accumulation Plans and Mutual  Funds

Joint Forum of Financial Market Regulators Guidelines for Capital Accumulation Plans May 2004.

Amendments to National Instrument 45-106 Prospectus and Registration Exemptions and Adoption of Local Prospectus and Registration Exemptions for Certain Capital Accumulation Plans October 2005.

A  ll Canadian regulators, other than the OSC and the Québec regulator, granted “blanket” prospectus and registration exemptions to allow mutual  funds to be used as investment options for CAPs. No action taken by the CSA for several years on moving forward with this initiative.

Proxy Voting

CSA Consultation Paper 25-401 Potential Regulation of Proxy Advisory Firms June 2012.

Comments on the CSA consultation paper were due by September 21, 2012. Comments available on the OSC website.

Beneficial Owners and Meetings

OSC Staff Notice 54-701 Regulatory Developments Regarding Shareholder Democracy Issues January 2011.

(Final) National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer and Companion Policy 54-101CP, National Instrument 51-102 Continuous Disclosure Obligations and its related forms and Companion Policy November 2012.

Comment period on OSC Staff Notice 54-701 ended March 31, 2011. Comments available on OSC website.

The revised amendments to NI 54-101, introduce, among other things a “notice and access” regime for all meetings other than meetings for investment funds and enhanced disclosure regarding the beneficial owner voting process. The new rules came into force in February 2013.

Early Warning and Take-over Bids

CSA Notice and Request for Comment Proposed Amendments to Multilateral Instrument 62-104 Take-Over Bids and Issuer Bids and National Policy 62-203 Take-Over Bids and Issuers Bids and National Instrument 62-103 Early Warning System and Related Take-over bid and Insider Reporting Issues. March 2013.

Comment period on proposed amendments to early warning and take-over bid requirements ends June 12, 2013.

See Expanded Early Warning Reporting Proposed by Canadian Securities Regulators Securities & Capital Markets Bulletin March 2013 Borden Ladner Gervais LLP.

Regulation  of  Derivatives

OSC Staff Notice 91-702 Offerings of Contracts for Differences and Foreign
Exchange Contracts to Investors in Ontario October 2009.

CSA Consultation Paper 91-401 Over-the-Counter Derivatives Regulation in Canada CSA Derivatives Committee November 2010.

CSA Consultation Paper 91-402 Derivatives: Trade Repositories June 2011.

CSA Consultation Paper 91-403 Derivatives: Surveillance and Enforcement November 2011.

CSA Consultation Paper 91-404 Derivatives: Segregation and Portability in OTC Derivatives Clearing February 2012.

CSA Consultation Paper 91-405 Derivatives: End-User Exemptions April 2012.

CSA Consultation Paper 91-406 Derivatives: OTC Central Counterparty Clearing June 2012.

CSA Staff Consultation Paper 91-301 Model Provincial Rules – Derivatives: Product Determination and Trade Repositories and Derivatives Data Reporting December 2012.

CSA Consultation Paper 91-407 Derivatives: Registration April 2013.

Comment periods on CSA Derivatives Committee’s first seven consultation papers have ended. Comments available on OSC website. Comment period on the Derivative Registration Consultation Paper ends June 17, 2013.

See OSC Issues Staff Notice 91-702 Offerings of Contracts for Difference and Foreign Exchange Contracts to Investors in Ontario Securities & Capital Market Alert October 2009 Borden Ladner Gervais LLP.

See Over-the-Counter (OTC) Derivatives market in Canada: On the Road to Reform and Regulation Financial Services Client Update November 2010 Borden Ladner Gervais LLP.

See Model Provincial Rules – Derivatives Product Determination and Trade Repositories and Derivatives Data Reporting Canadian Securities Administrators Release Consultation Paper 91-301 Derivatives Client Alert January 2013 Borden Ladner Gervais LLP.

See Derivatives: Registration Canadian Securities Administrators Release Consultation Paper 91-407 Derivatives Client Alert April 2013 Borden Ladner Gervais LLP.

Author

Rebecca A. Cowdery 
RCowdery@blg.com
416.367.6340

Expertise

Investment Management
Securities, Capital Markets and Public Companies