What's new in regulation at the ASC? Check back often for the latest updates.
NOTE: Until rules or instruments become effective as evidenced by their publication in The Alberta Gazette (see section 225 of the Securities Act (Alberta)), they are subject to non-substantive changes. Should such changes occur, a revised version of the relevant rule or instrument will be published on this website.
Industry and public consultation is an important part of the regulatory process and provides good input into new or revised legislation. When the ASC or the Canadian Securities Administrators (CSA) believes new or revised regulation is required, they will typically publish the proposed new documents for public comment.
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March 2020
The Alberta Securities Commission (ASC), along with the securities regulatory authorities of British Columbia, Saskatchewan, Manitoba, Quebec, Nova Scotia, New Brunswick, Prince Edward Island, Newfoundland and Labrador, Nunavut, the Northwest Territories, and Yukon (the participating jurisdictions or we) have granted relief to registered dealers or advisers (registered firms) through a three-year moratorium from the application of section 4.1 of National Instrument 24-101 Institutional Trade Matching and Settlement (NI 24-101). Registered firms will not be required to deliver Form 24-101F1 Registered Firm Exception Report of DAP/RAP Trade Reporting and Matching (Form 24-101F1) to the participating jurisdictions beginning on July 1, 2020 and ending on July 1, 2023.
The Ontario Securities Commission is seeking ministerial approval for amendments to NI 24-101 that would provide harmonized relief (amendments) beginning on July 1, 2020 and ending on July 1, 2023.
As a result of COVID-19, the Alberta Securities Commission (ASC), along with the other jurisdictions of the Canadian Securities Administrators (CSA), are providing temporary blanket relief for market participants from certain regulatory filings.
The blanket relief provides a 45-day extension for periodic filings normally required to be made by issuers, investment funds, registrants, certain regulated entities, and designated rating organizations on or before June 1, 2020. The blanket relief is substantively harmonized with the other CSA jurisdictions’ relief.
The ASC is closely monitoring the situation and will consider whether further relief or an extension of the relief is necessary.
Temporary Exemption from Certain Corporate Finance Requirements
Extension of Certain Filing, Delivery and Prospectus Renewal Requirements for Investment Funds
On March 19, 2020 the Canadian Securities Administrators (CSA) published CSA Notice of Amendments to National Instrument 24-102 Clearing Agency Requirements and Changes to Companion Policy 24-102 Clearing Agency Requirements. The purpose of the amendments is to enhance operational system requirements, align aspects of National Instrument 24-102 Clearing Agency Requirements with similar provisions in National Instrument 21-101 Marketplace Operation, and reflect the latest developments and findings of the Committee on Payments and Market Infrastructures of the Bank for International Settlements and the International Organization of Securities Commissions with relevance to the Canadian market.
The amendments will be effective on June 19, 2020.
The Canadian Securities Administrators are publishing CSA Staff Notice 21-328 Regulatory Approach to Foreign Marketplaces Trading Fixed Income Securities (the Notice) to communicate a new framework for granting exemptions to foreign alternative trading systems trading fixed income securities (Foreign ATSs). We are also providing notice that foreign multilateral trading facilities may be permitted to trade fixed income securities. The Notice describes an exemption model for Foreign ATSs that would rely on the home jurisdiction for regulation but impose relevant regulatory terms and conditions on the operations of the Foreign ATS within Canada. The exemption model is aimed at removing unnecessary regulatory burden to operating in Canada while maintaining high standards of investor protection and market integrity. Under the exemption model, Foreign ATSs may be permitted to offer direct trading access to Canadian participants without having to establish a Canadian-based affiliate, provided they meet certain terms and conditions, including a requirement that they comply with the applicable regulation in their home jurisdiction. The Notice sets out the details on the application process, exemption criteria and sample terms and conditions that may be included in a Foreign ATSs exemption order.
CSA Staff Notice 21-328 Regulatory Approach to Foreign Marketplaces Trading Fixed Income Securities
The Canadian Securities Administrators are publishing, for a 90-day comment period, proposed amendments to National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations. Under the proposed amendments, registrants will be required to take reasonable steps to obtain the name and contact information of a Trusted Contact Person (TCP) from their clients, as well as the client’s written consent to contact the TCP in specified circumstances.
Additionally, the proposed amendments set out the steps that a registered firm must take if they place a temporary hold in circumstances where the firm has a reasonable belief that a vulnerable client is being financially exploited or that a client lacks mental capacity. The proposed amendments also clarify that Canadian securities legislation does not prevent a registered firm from placing temporary holds in circumstances where the firm has a reasonable belief of these concerns, if the firm is otherwise legally entitled to place the hold.
The comment period ends on June 3, 2020.
The Canadian Securities Administrators (CSA) have published CSA Staff Notice 43-310 Confidential Pre-File Review of Prospectuses (for non-investment fund issuers) (the CSA Staff Notice). The CSA Staff Notice, which is to be read in conjunction with National Policy 11-202 Process for Prospectus Reviews in Multiple Jurisdictions, introduces a harmonized program for full reviews of prospectuses on a confidential pre-file basis. The CSA Staff Notice expands the scope of the pre-file process CSA-wide and sets out staff guidance on the process.
February 2020
The Alberta Securities Commission is publishing for a 90-day comment period proposed National Instrument 45-110 Crowdfunding which harmonizes the regulatory framework for securities crowdfunding by start-ups and early stage issuers.
The Canadian Securities Administrators, except the Ontario Securities Commission, are adopting amendments to National Instrument 81-105 Mutual Fund Sales Practices, and changes to Companion Policy 81-105CP Mutual Fund Sales Practices and Companion Policy 81-101CP Mutual Fund Prospectus Disclosure (collectively, the Amendments). The Amendments prohibit the payment by fund organizations of upfront sales commissions to dealers, which will result in the discontinuation of all forms of the deferred sales charge option including low-load options. The Amendments will come into force on June 1, 2022.
On June 20, 2016, the Canadian Securities Administrators published Staff Notice 23-316 regarding the implementation of the market share threshold. The list of protected and unprotected marketplaces is updated annually, and this notice (23-326) updates the list published on January 31, 2019. The updated list will be in effect from April 1, 2020 to March 31, 2021. We note that there are no changes compared to the list published last year
The Canadian Securities Administrators (the CSA or we) today published, as a second request for comment, a revised version of proposed National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure (the Proposed Instrument), the related proposed companion policy, and the proposed consequential amendments and changes for a 90-day comment period. The Proposed Instrument sets out disclosure requirements for non-GAAP financial measures, non-GAAP ratios, and other financial measures. In response to the feedback we received, we have reduced the scope of the application of the Proposed Instrument and simplified the disclosure requirements. The Proposed Instrument would replace Staff Notice 52-306 (Revised) Non-GAAP Financial Measures.
The comment period ends June 29, 2020 (adjusted to reflect the 45-day COVID-19 relief extension)
January 2020
The Canadian Securities Administrators (the CSA or we) have either approved or not objected to the Trading Fee Rebate Pilot Study that applies temporary pricing restrictions on marketplace transaction fees applicable to trading in certain interlisted and non-interlisted securities (the Pilot Study). The implementation of the Pilot Study will be conditional on the implementation of a similar study in the United States (the SEC Fee Pilot). In the event the SEC Fee Pilot does not proceed, the CSA will not move forward with the implementation of the Pilot Study.
The Alberta Securities Commission published today ASC Notice 45-705 Compliance with Investment Limits Under the Offering Memorandum Prospectus Exemption. The notice published the results of a project examining issuer compliance with the investment limits laid out in Section 2.9(2.1)(b), Offering Memorandum (the OM Exemption) of National Instrument 45-106 Prospectus Exemptions.
CSA staff have today published a notice providing guidance on the perimeter of securities regulatory jurisdiction respecting entities facilitating the trading of crypto-assets. The guidance addresses circumstances where the underlying crypto-assets may not themselves be securities or derivatives, but an entity such as a platform holds custody of the crypto-assets and a user’s contractual right to the crypto-asset constitutes a derivative or security.
The Canadian Securities Administrators (CSA) are publishing CSA Consultation Paper 51-405 Consideration of an Access Equals Delivery Model for Non-Investment Fund Reporting Issuers (the Consultation Paper) for a 60-day comment period. The Consultation Paper solicits views on the appropriateness of introducing an “access equals delivery” model in the Canadian market where delivery of a document is effected by the issuer alerting investors that the document is publicly available on the System for Electronic Document Analysis and Retrieval (SEDAR) and the issuer’s website. The CSA is seeking comment on, among other things, the scope and mechanics of access equals delivery, including the types of documents to which this model should apply.
The comment period ends on March 9, 2020.
December 2019
The Canadian Securities Regulators (CSA) today published CSA Staff Notice 81-332 Next Steps on Proposals to Prohibit Certain Investment Fund Embedded Commissions (Notice). The Notice explains that the participating provinces and territories expect to publish final amendments that will eliminate (i) upfront sales commissions by investment fund organizations to dealers, which would lead to the end of the Deferred Sales Charge option and associated redemption fees, and (ii) trailing commissions by investment fund organizations to dealers who only execute orders and do not provide advice, such as discount brokers. The Notice states that participating jurisdictions expect to publish final amendments for adoption in 2020 and anticipate that both bans will have a transition period of at least two years from the publication date.
October 2019
The Alberta Securities Commission published today ASC Notice 45-704 Report on Compliance with the Accredited Investor Prospectus Exemption. The notice published the results of the survey of the use of the accredited investor prospectus exemption (AI Exemption) under section 2.3 of National Instrument 45-106 Prospectus Exemptions, including compliance with the qualification criteria of the AI Exemption.
ASC Notice 45-704 Report on Compliance with the Accredited Investor Prospectus Exemption
The CSA is publishing for a 90-day comment period proposed rule amendments to National Instrument 52-108 Auditor Oversight. The amendments are intended to provide the Canadian Public Accountability Board (CPAB) with improved ability to perform audit inspections. Under the proposed changes, some reporting issuers and audit firms may be required to take steps to provide CPAB with enhanced access to audit working papers, particularly in foreign jurisdictions.
The Canadian Securities Administrators (CSA) today published rule amendments to implement the Client Focused Reforms (the reforms) across Canada. These reforms are based on the fundamental concept that clients’ interests come first in their dealings with firms and individuals that are registered to give investment advice and trade in securities (registrants).
Registrants will be required to address material conflicts of interest in the best interest of their clients and put clients’ interests first when determining the suitability of investments. These fundamental changes are supported with enhancements to registrants’ obligations to “know your product,” “know your client,” consider specific suitability factors, and disclose important information to clients. Some changes introduce new obligations on registrants, while others raise the bar by codifying industry best practices.
The Investment Industry Regulatory Organization of Canada (IIROC) and the Mutual Fund Dealers Association of Canada (MFDA) were active participants throughout this process, and will amend their respective member rules, policies and guidance to be uniform with the changes published today.
The reforms come into force across Canada on December 31, 2019, provided all ministerial approvals are obtained. There will be a phased transition period, with the reforms relating to conflicts of interest and the associated relationship disclosure provisions taking effect on December 31, 2020, and the remaining changes taking effect on December 31, 2021.
To eliminate unnecessary barriers to financing, and better facilitate access to capital for start-ups and other small businesses, the Alberta Securities Commission (ASC) has effective immediately adopted Blanket Order 45-521 Start-up Crowdfunding Registration and Prospectus Exemptions (the Blanket Order). This Blanket Order provides an exemption from prospectus and registration requirements to facilitate start-up crowdfunding. Both issuers and registered funding portals can use the Blanket Order. It is also available to unregistered funding portals as soon as they comply with the terms of the registration exemption, which includes receiving confirmation that ASC staff have received all required documents.
Blanket Order 45-521 Start-up Crowdfunding Registration and Prospectus Exemptions
The Canadian Securities Administrators (CSA) today published CSA Multilateral Staff Notice 58-311 Report on Fifth Staff Review of Disclosure Regarding Women on Boards and in Executive Officer Positions (Notice). This notice summarizes key trends from this year’s review sample of 641 issuers’ disclosure about their representation of women on their boards and executive officer and other related disclosure requirements.
September 2019
The CSA is publishing for a 90-day comment period proposed rule amendments to implement eight initiatives to eliminate duplicative requirements, streamline regulatory processes, codify frequently-granted exemptions from certain rules for investment funds, and eliminate the need for certain regulatory approvals. These proposed changes are part of the CSA’s ongoing work to reduce regulatory burden for investment funds.
Comments should be submitted by December 11, 2019.
The CSA is publishing for a 90-day comment period proposed amendments to National Instrument 51-102 Continuous Disclosure Obligations relating to business acquisition reports as part of its reduction of regulatory burden project.
August 2019
CSA Staff Notice 95-301 Margin and Collateral Requirements for Non-Centrally Cleared Derivatives published by the Canadian Securities Administrators (CSA) provides notice to market participants that the CSA has decided to delay the implementation of the mandatory margin and collateral requirements for non-centrally cleared derivatives that were discussed in CSA Consultation Paper 95-401 Margin and Collateral Requirements for Non-Centrally Cleared Derivatives. The CSA will continue to monitor Canada’s derivatives markets and international developments.
CSA Staff Notice 95-301 Margin and Collateral Requirements for Non-Centrally Cleared Derivatives
CSA Staff Notice 31-355 OBSI Joint Regulators Committee Annual Report for 2018 is published jointly by the Canadian Securities Administrators (CSA), the Investment Industry Regulatory Organization of Canada (IIROC) and the Mutual Fund Dealers Association of Canada (MFDA). It is the fifth Annual Report of the Joint Regulators Committee (JRC) of the Ombudsman for Banking Services and Investments (OBSI). Members of the JRC are representatives from the CSA, IIROC and MFDA. The JRC and OBSI regularly meet to discuss governance and operations matters and other significant issues that could influence the effectiveness of the dispute resolution system. This notice provides an overview of the JRC, highlights matters considered and advanced by the JRC and provides an overview of a few of OBSI’s initiatives.
June 2019
March 2019
Staff of the Canadian Securities Administrators (CSA Staff or we) have been examining the requirements in National Instrument 21-101 Marketplace Operation (NI 21-101) and in National Instrument 23-101 Trading Rules (NI 23-101) (together, Marketplace Rules) in respect of the reporting of material systems incidents by recognized exchanges (Exchanges) and alternative trading systems (ATSs) (together, Marketplaces) carrying on business in the jurisdictions of the Canadian Securities Administrators (CSA). We have also been reviewing the practices set out around those requirements in various recognition orders, rules and other sources of regulatory guidance. This Notice summarizes the key regulatory requirements with respect to the reporting of a material systems incident by marketplaces and sets out CSA Staff's expectations with respect to incident reporting. The Notice also describes CSA Staff's process for reviewing a marketplace's notification of a material systems incident as well as our role in addressing a material systems incident.
CSA Staff Notice 21-326 Guidance for Reporting Material Systems Incidents
Following the service interruption on April 27, 2018 that affected trading on TSX Inc. (TSX), Alpha Exchange Inc. (Alpha), TSX Venture Exchange Inc. (TSXV) and Bourse de Montréal (MX) (the Incident), CSA Staff undertook a review of the Incident and identified several issues that required further examination and follow up. This notice discusses the issues identified by CSA Staff during the course of, and as a result of, the Incident, through discussions with the affected marketplaces, market participants and the Investment Industry Regulatory Organization of Canada (IIROC), as well as follow-up actions that CSA Staff have taken or intend to take going forward.
CSA Staff Notice 21-325 Follow-up on Marketplace Systems Incidents
The Canadian Securities Administrators are publishing a CSA Staff Notice (the Notice) on final amendments to certain custody-related provisions of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103 and the Amendments, respectively). The Amendments are minor but deemed necessary to align the custody-related provisions in NI 31-103 with amendments to National Instrument 81-102 Investment Funds, which came into force on January 3, 2019. The Amendments are anticipated to come into force on June 12, 2019.
February 2019
The ASC is making amendments (Amendments) to ASC Rule 15-501 Rules of Practice and Procedure for Commission Proceedings. The Amendments will remove some outdated references and create or amend provisions that will further promote the efficient use of scheduled time for hearings.
ASC Notice Amendments to ASC Rule 15-501 Rules of Practice and Procedure for Commission Proceedings