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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June 2021
This Notice summarizes the key regulatory requirements with respect to the reporting of a material systems incident by marketplaces. This version updates and, where appropriate, aligns the regulatory requirements and processes for a marketplace’s initial notification, follow-up notification(s), notification of resumption of service, and post-mortem report of a material systems incident to the CSA and to the public.
CSA Staff Notice 21-326 Guidance for Reporting Material Systems Incidents - Revised
May 2021
The Canadian Securities Administrators (the CSA or we) today published, National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure (the Instrument), the related companion policy and consequential amendments and changes. The Instrument sets out disclosure requirements for non-GAAP financial measures, non-GAAP ratios, and other financial measures. The final rule incorporates feedback to clarify and streamline the application and disclosure requirements. Prior to adopting the final rule, issuers should continue to refer to Staff Notice 52-306 (Revised) Non-GAAP Financial Measures, which will be withdrawn when transition to the final rule is complete.
The Instrument will come into effect on August 25, 2021.
The Canadian Securities Administrators (CSA) published for comment today proposed amendments to National Instrument 51-102 Continuous Disclosure Obligations. The proposed amendments streamline and clarify certain disclosure requirements for the management’s discussion and analysis (MD&A) and the annual information form (AIF). In addition, they combine the financial statements, MD&A and, where applicable, AIF into one reporting document called the annual disclosure statement for annual reporting purposes, and the interim disclosure statement for interim reporting purposes. The CSA is also consulting on a proposed framework for semi-annual reporting by some Canadian reporting issuers.
Comment period ends: September 17, 2021
The Canadian Securities Administrators (CSA) are publishing CSA Staff Notice 94-304 Frequency of the requirement to deliver Form 94-102F3 Customer Collateral Report: Regulated Clearing Agency (CSA Staff Notice 94-304) and the Alberta Securities Commission is publishing Blanket Order 94-502 in order to exempt a regulated clearing agency that receives customer collateral from the requirement to electronically deliver a completed Form 94-102F3 to the regulator on a monthly basis, provided that the regulated clearing agency provides this filing quarterly. CSA Staff Notice 94-304 indicates that reducing the frequency of the requirement to deliver Form 94-102F3 from monthly to quarterly generates time and cost savings for regulated clearing agencies without compromising the CSA’s ability to detect and respond to major changes in the derivatives clearing market and to ensure the proper identification of customer collateral and the clearing intermediaries, regulated clearing agencies and permitted depositories that hold it.
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April 2021
Today, the ASC and the securities regulatory authorities of British Columbia, Saskatchewan, Ontario, Québec, New Brunswick and Nova Scotia adopted Multilateral Instrument MI 25-102 Designated Benchmarks and Benchmark Administrators (MI 25-102) to establish a Canadian regulatory regime for financial benchmarks. MI 25-102 provides a comprehensive regime for the designation and regulation of benchmarks, as well as persons or companies that administer them, and a framework for the regulation of persons or companies that contribute data used to determine a designated benchmark. Domestically, the Canadian Dollar Offered Rate (CDOR) is an important interest rate benchmark, being administered by Refinitiv Benchmarks Services Limited (RBSL). Upon implementation of MI 25-102, the CSA intends to designate CDOR as a designated benchmark and RBSL as its administrator.
Today, the ASC and the securities regulatory authorities of British Columbia, Saskatchewan, Ontario, Québec, New Brunswick and Nova Scotia published for comment amendments to Multilateral Instrument MI 25-102 Designated Benchmarks and Benchmark Administrators (MI 25-102). As outlined in the CSA Notice and Request for Comment on the proposed amendments to MI 25-102, these amendments provide for a framework for the designation and regulation of commodity benchmarks and the persons or companies that administer them. The proposed regulatory regime for commodity benchmarks is based on the principles for Oil Price Reporting Agencies published by the International Organization of Securities Commissions and adopted by the European Union (EU) in the EU benchmarks regulation. Comments with respect to the proposed framework should be submitted in writing by July 28, 2021
Alberta Securities Commission Rule 45-509 Offering Memorandum for Real Estate Securities was made effective by the Commission on September 15, 2004.
The rule has seen very limited use in recent years. Accordingly, the Commission is repealing it, in order to streamline Alberta securities legislation and reduce regulatory burden.
ASC Notice Repeal of Alberta Securities Commission Rule 45-509 Offering Memorandum for Real Estate
The Canadian Securities Administrators (CSA) published for comment today proposed amendments to National Instrument 14-101 Definitions and proposed consequential amendments. The proposed amendments will ensure a uniform definition of “Canadian financial institution” which applies to all national and multilateral instruments and will repeal definitions of that expression elsewhere in national instruments. The proposed amendments will also introduce a revised definition of “Handbook” to reflect separate publications of the Chartered Professional Accountants of Canada that relate to accounting and assurance.
Comment period ends: July 21, 2021.
The Canadian Securities Administrators (CSA) are publishing CSA Staff Notice 95-302 Margin and Collateral Requirements for Non-Centrally Cleared Derivatives (CSA Staff Notice 95-302) in order to provide an update on developments relating to margin and collateral requirements for over-the-counter derivatives that are not centrally cleared, since the last update that was provided with the publication of CSA Staff Notice 95-301 Margin and Collateral Requirements for Non-Centrally Cleared Derivatives dated August 22, 2019. Specifically, the update in CSA Staff Notice 95-302 indicates as follows:
- we have found no material changes from a year ago as a result of our harmonized monitoring process for data from derivatives trade repositories; and
- we will not proceed at this time with the implementation of margin and collateral requirements for over-the-counter derivatives that are not centrally cleared.
March 2021
Today the ASC and the Financial and Consumer Affairs Authority of Saskatchewan (FCAA) have adopted a new prospectus exemption designed to provide greater access to capital for Alberta and Saskatchewan businesses and broaden investment opportunities for Alberta and Saskatchewan investors.
The new prospectus exemption allows investors who certify to having certain financial or investment knowledge, and acknowledge that they understand certain investment considerations and risks, to invest alongside accredited investors. To mitigate the risks of investing, self-certified investors are limited, in a calendar year, to investments of $10,000 in any one issuer and $30,000 across multiple businesses. The investment limits won't apply to an investment in an issuer listed on a Canadian stock exchange that is complying with its ongoing reporting obligations, provided that the investor has received suitability advice with respect to the investment.
Today the CSA and IIROC published Staff Notice 21-329 Guidance for Crypto-Asset Trading Platforms: Compliance with Regulatory Requirements outlining the securities law requirements that apply to platforms when trading crypto assets that are securities or derivatives or trading contractual rights or claims to underlying crypto assets such as bitcoin and ether. It outlines the procedure for seeking registration and other authorizations and identifies areas where flexibility may be considered if the risks can otherwise be addressed. The notice also advises that if a platform is required to be registered but is not yet, it may raise public interest concerns for it to go public. It recommends platforms planning a going public transaction engage first with the securities regulator in their local jurisdiction.”
The Canadian The Alberta Securities Commission (ASC) and Financial and Consumer Affairs Authority of Saskatchewan (FCAA) have published for comment a proposed new prospectus exemption, the Small Business Financing exemption, which is intended to be available to streamline the financing process for small businesses in Alberta and Saskatchewan raising up to $5,000,000 from investors in those provinces. If adopted, the new exemption will be provided by local blanket orders.
Comment period ends: May 7, 2021.
CSA Multilateral Notice and Request for Comment Proposed Order 45-539 Small Business Financing
The Alberta Securities Commission (ASC) published today for a 44 day comment period a proposal to revoke the current ASC Blanket Order 31-505 Registration Exemption for Trades in Connection with Certain Prospectus-Exempt Distributions (Blanket Order 31-505, also referred to as the Northwestern Exemption) and replace it with proposed ASC Blanket Order 31-536 Alberta Small Business Finder’s Exemption (the Proposed Blanket Order). The Proposed Blanket Order will provide a more targeted exemption from the dealer registration requirement that is intended to enhance investor protection and better integrate with the existing and proposed prospectus exemptions that small business in Alberta can rely on.
Comment period ends: May 7, 2021.
The Canadian Securities Administrators (CSA) published amendments to CSA Staff Notice 41-307 Concerns regarding an Issuer’s Financial Condition and the Sufficiency of Proceeds from a Prospectus Offering (Revised) that was published March 2, 2012. The Notice provides an update to the guidance regarding the financial condition of an issuer and/or the sufficiency of proceeds in the context of a prospectus offering.
The ASC is publishing an ASC Staff Notice on final amendments to ASC Rule 72-501 Distributions to Purchasers Outside Alberta (the Rule). The amendments include an exemption from the underwriter certificate requirement for a foreign public offering under a prospectus and re-imposition of the requirement for an issuer relying on specified exemptions in the Rule to provide certain information required by Item 7(f) of National Instrument 45-106F1 Report of Exempt Distribution (the Amendments). The Amendments are anticipated to come into force on April 15, 2021.
ASC Notice of Amendments to ASC Rule 72-501 Distributions to Purchasers Outside Alberta
The Canadian Securities Administrators (CSA) today published CSA Multilateral Staff Notice 58-312 Report on Sixth Staff Review of Disclosure Regarding Women on Boards and Executive Officer Positions (Notice). This notice summarizes key trends from our recent review of 610 issuers’ public disclosures regarding women on boards and in executive officer positions.
February 2021
CSA jurisdictions are providing an update regarding the effective date of the amendments in respect of syndicated mortgages that were published August 6, 2020.
CSA Staff Notice 45-328 Update on Amendments relating to Syndicated Mortgages: NI 45-106 and NI 31-103
The Canadian Securities Administrators (CSA) today published CSA Staff Notice 51-362 Staff Review of COVID-19 Disclosures and Guide for Disclosure Improvements, providing key findings from recently completed reviews of issuers’ COVID-19 disclosure. Guidance and disclosure examples have been provided to assist issuers with reporting on the impacts of COVID-19 to their business and operations.
CSA Staff Notice 51-362 Staff Review of COVID-19 Disclosures and Guide for Disclosure Improvements
The CSAs are proposing targeted amendments to NI 33-109 and its companion policy, with tangential amendments to NI 31-103 and its companion policy. The purpose of these amendments is to reduce the compliance burden on registrants while improving the effectiveness of NI 33-109 and improving the quality of information from registrants. The certification is now standardized across all forms, to ensure registrants understand the high standard expected of the information they provide to the CSAs. The privacy language is now clearer and standardized. Significant changes have been made to the reporting requirements of Outside Activities to clarify and simplify reporting obligations. Deadlines have been standardized and, in some cases, lengthened. Some requirements have been clarified to reduce the number of incorrect filings and therefore reduce the compliance burden on both registrants and CSA staff. We look forward to receiving feedback from our stakeholders.
Request for Comment Proposed Amendments to NI 33-109
January 2021
The ASC, along with other members of the Canadian Securities Administrators, today issued blanket relief from the proficiency requirements in National Instrument 81-104 Alternative Mutual Funds, which allows dealing representatives in the Mutual Fund Dealers Association (MFDA) channel and mutual fund dealers in Québec to distribute alternative mutual funds, upon successful completion of an approved course. More detail is available in the press release.
Blanket Order 81-508 Exemptions from National Instrument 81-104 Alternative Mutual Fund
The Alberta Securities Commission is publishing amendments (the Amendments) to Alberta Securities Commission Rule 45-511 Local Prospectus Exemptions and Related Requirements (ASC Rule 45-511).
The Amendments are in respect of syndicated mortgages, and are related to a Canadian Securities Administrators (CSA) project on syndicated mortgages that published final amendments on August 6, 2020.
The Amendments are made up of a prospectus amendment for “qualified syndicated mortgages”, as defined in the Amendments, and a prospectus amendment for syndicated mortgages distributed to “permitted clients”, as that term is defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.
Alberta Securities Commission Rule 45-509 Offering Memorandum for Real Estate Securities was made effective by the Commission on September 15, 2004.
The rule has seen very limited use in recent years. Accordingly, the Commission proposes to repeal it, in order to streamline Alberta securities legislation and reduce regulatory burden.
ASC Notice of Proposed Repeal of ASC Rule 45-509 Offering Memorandum for Real Estate Securities.
December 2020
The Canadian Securities Administrators (CSA) today published CSA Staff Notice 55-317 Automatic Securities Disposition Plans (SN 55-317), which provides guidance for issuers and insiders on the establishment and use of automatic securities disposition plans (ASDPs).
This guidance was developed further to the CSA's review of ASDPs announced on October 24, 2019. Recommended best practices set out in SN 55-317 include oversight by the issuer, a waiting period prior to the first transaction made under the plan, and meaningful restrictions as to amendments, suspension and termination of an ASDP.
CSA Staff Notice 55-317 Automatic Securities Disposition Plans
November 2020
Staff of the securities regulatory authorities in each jurisdiction of Canada (we) are publishing this notice to help ensure that market participants are aware of certain developments regarding interest rate benchmarks and can consider their impact.
CSA Notice 25-302 Matters Relating to CDOR, LIBOR and Other Interest Rate Benchmarks
The Alberta Securities Commission (ASC) and Financial and Consumer Affairs Authority of Saskatchewan (FCAA) have published for comment a proposed new prospectus exemption, the Self-Certified Investor exemption, designed to help facilitate further access to capital for businesses in Alberta and Saskatchewan, while providing appropriate investor protection. If adopted, the new exemption will be provided by local blanket orders.
Comment period ends: December 23, 2020.
October 2020
The Canadian Securities Administrators (CSA) published its biennial CSA Staff Notice 51-361 Continuous Disclosure Review Program Activities for the fiscal years ended March 31, 2020 and March 31, 2019 which summarizes CSA staff's review of reporting issuers’ continuous disclosure and highlights common deficiencies and best practices. Due to the impact of the COVID-19 pandemic on this fiscal year, the report also includes guidance for issuers on reporting the impact of COVID-19.
September 2020
The purpose of this CSA Staff Notice is to provide guidance to investment fund managers (IFMs) on developing and maintaining an effective liquidity risk management framework. Liquidity risk is the risk that a fund is unable to satisfy redemption requests without having a material impact on the remaining security holders of a fund. Concerns may arise when there is a potential mismatch between portfolio assets of investment funds and the redemption terms and conditions offered to investors. While this guidance is aimed at investment funds that are subject to National Instrument 81-102 Investment Funds, many of the practices and examples may also be relevant for other investment funds.
The guidance is based on existing securities regulatory requirements and does not create any new legal requirements or modify existing ones.
CSA Staff Notice 81-333 Guidance on Effective Liquidity Risk Management for investment Funds
The Canadian Securities Administrators are adopting amendments to National Instrument 81-105 Mutual Fund Sales Practices and changes to Companion Policy 81-105CP Mutual Fund Sales Practices, along with consequential amendments to National Instrument 41-101 General Prospectus Requirements and National Instrument 81-101 Mutual Fund Prospectus Disclosure (collectively, the Amendments). The Amendments prohibit the payment, acceptance and solicitation of trailing commissions where the dealer was not required to make a suitability determination in connection with a client’s purchase and ongoing ownership of prospectus-qualified mutual fund securities.
The trailing commission prohibition comes into force on June 1, 2022. Consequential amendments to facilitate switches to series of funds that do not pay trailing commissions come into effect on December 31, 2020.
August 2020
This project was originally published for comment on March 8, 2018. It was published for comment again on March 15, 2019 (the 2019 Proposal).
The main part of both publications (the Main Materials) included:
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the inclusion of Ontario in the prospectus and registration exemptions under sections 2.36 of National Instrument 45-106 Prospectus Exemptions (NI 45-106) and 8.12 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103) for the distribution of mortgages, and the addition, of all jurisdictions that were not previously included, to the exclusion of syndicated mortgages from these exemptions, resulting in a largely harmonized approach to regulating the distribution of syndicated mortgages;
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introducing additional requirements to the offering memorandum prospectus exemption under section 2.9 of NI 45-106 that would apply if it were used to distribute syndicated mortgages;
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excluding syndicated mortgages from the the private issuer prospectus exemption under section 2.4 of NI 45-106.
The 2019 Proposal also included, in certain CSA jurisdictions, two new exemptions (the Local Exemptions, one for “qualified syndicated mortgages”, and one for syndicated mortgages distributed to permitted clients, as that term is defined in NI 31-103.
In the current publication, the Main Materials are substantially the same, and will take effect on March 1, 2021. The Local Exemptions have undergone certain revisions, including revisions for greater harmonization across jurisdictions, and as a result are being published for a 30 day comment period, ending September 8, 2020.
For more information, please see the CSA Notice dated August 6, 2020.
June 2020
The CSA is undertaking a review of the regulatory framework for the Investment Industry Regulatory Organization of Canada (IIROC) and the Mutual Fund Dealers Association of Canada (MFDA). The current SRO regulatory framework has been in place for almost twenty years, and in that time, the delivery of financial services and products has continued to evolve. In response to the evolution of the industry and submissions formulated by a group of industry participants, the CSA believes that it is appropriate to revisit the current structure of the SRO regulatory framework and to seek comments from all stakeholders at this time. The CSA is publishing this consultation paper (Consultation Paper) for a 120-day comment period and is asking for general feedback on how innovation and the evolution of the financial services industry has impacted the current regulatory framework, as well as specific comments on the issues and targeted outcomes set out in the Consultation Paper.
CSA Consultation Paper 25-402 Consultation on the Self-Regulatory Organization Framework
The Canadian Securities Administrators (CSA) have published CSA Staff Notice 43-311 Review of Mineral Resource Estimates in Technical Reports (the Notice). The Notice presents the results of a disclosure review by the securities regulatory authorities in British Columbia, Ontario, Quebec, and Alberta.
CSA Staff Notice 43-311 Review of Mineral Resource Estimates in Technical Reports
On June 4, 2020 the Canadian Securities Administrators (CSA) published CSA Notice Approval Mandatory Post-Trade Transparency of Trades in Government Debt Securities, Expanded Transparency of Trades in Corporate Debt Securities and Amendments to National Instrument 21-101 Marketplace Operation and Related Companion Policy.The purpose of the amendments is to revise National Instrument 21-101 Marketplace Operation and its related Companion Policy to prescribe mandatory post-trade transparency of trades in government debt securities and to expand existing transparency of trades in corporate debt securities. The amendments adjust the rule framework to require all persons or companies that execute trades in government and corporate debt securities to report such trades to an information processor, as required by the information processor, for public dissemination.
The amendments will be effective on August 31, 2020.
The Alberta Securities Commission published amendments to National Instrument 44-102 Shelf Distributions relating to at-the market (ATM) distributions. The amendments streamline ATM distributions in Canada.
May 2020
As a result of the ongoing COVID-19 pandemic, the Alberta Securities Commission (ASC), along with the securities regulatory authorities in British Columbia, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island, Saskatchewan and Yukon (the participating jurisdictions) has published a new blanket order that provides registrants with temporary relief from certain financial statement and information delivery requirements. The conditions of the relief are substantially the same as the temporary relief announced on March 23 (prior relief), but the relief is only applicable to registrants with filing or delivery deadlines in the periods described below.
The blanket relief provides a 60-day extension for periodic filings normally required to be made between June 2, 2020 and September 30, 2020. Registrants that have already used the prior relief to extend their deadline for any financial statement or information delivery requirements occurring on or before June 1, 2020, cannot use this relief to further extend that deadline.
Registrants who are registered in multiple jurisdictions will need to ensure that they satisfy normally applicable filing deadlines in those jurisdictions where the relief does not apply.
The securities regulatory authorities in Québec and Manitoba separately published temporary blanket relief from certain financial statement and information delivery requirements for registrants whose principal regulator is one of the participating jurisdictions.Registrants and their counsel are encouraged to review the press release and the text of the orders for more details.
As a result of the ongoing COVID-19 pandemic, the Alberta Securities Commission (ASC), along with the other jurisdictions of the Canadian Securities Administrators (CSA), have published two new blanket orders that provide issuers with temporary relief from certain regulatory filings and delivery obligations. The conditions of the relief are substantially the same as the temporary relief announced on March 23 (prior relief), but the relief is only applicable to issuers and investment funds with filing or delivery deadlines in the periods described below.
For investment funds, the blanket relief provides a 60-day extension for certain filing, delivery and prospectus renewal obligations normally required to be made during the period from June 2, 2020 to September 30, 2020.
For non-investment fund issuers, the blanket relief provides a 45-day extension for certain filing, delivery and base shelf prospectus renewal obligations normally required to be made during the period from June 2, 2020 to August 31, 2020.
Issuers that have already used the prior relief to extend any filing, delivery and prospectus renewal deadlines normally due on or before June 1, 2020 cannot use this relief to further extend the prior extension period.
Issuers and their counsel are encouraged to review the press release and the text of the orders for more details, including the conditions that must be complied with.
The CSA continues to monitor the impact of COVID-19 on Canadian capital markets and it would like to remind issuers of their timely reporting obligations to investors.
The Canadian Securities Administrators (CSA) published CSA Staff Notice 51-360 Frequently Asked Questions Regarding Filing Extension Relief Granted by Way of a Blanket Order in Response to COVID-19 (the CSA Staff Notice) on April 3, 2020. This CSA Staff Notice contains CSA staff's views on frequently asked questions about Alberta Securities Commission Blanket Order 51-517 Temporary Exemption from Certain Corporate Finance Requirements published on March 23, 2020 and the equivalent substantively harmonized temporary exemptions in other jurisdictions. The CSA Staff Notice was updated on April 16, 2020 and again on May 1, 2020.
The CSA published another updated CSA Staff Notice on May 13, 2020. This CSA Staff Notice contains an additional FAQ addressing the application of Blanket Order 51-517 to certain mineral project requirements.
We intend to update the CSA Staff Notice as we receive more inquiries and encourage you to check for updates to this document.
The Canadian Securities Administrators (CSA) published CSA Staff Notice 51-360 Frequently Asked Questions Regarding Filing Extension Relief Granted By Way Of A Blanket Order In Response To COVID-19 (the CSA Staff Notice) on April 3, 2020. This CSA Staff Notice contains CSA staff’s views on frequently asked questions about Alberta Securities Commission Blanket Order 51-517 Temporary Exemption from Certain Corporate Finance Requirements published on March 23, 2020 and the equivalent substantively harmonized temporary exemptions in other jurisdictions. The CSA Staff Notice was updated on April 16, 2020 with an additional FAQ addressing filing fees.
The CSA published an updated CSA Staff Notice on May 1, 2020. This CSA Staff Notice contains additional FAQs addressing SEDAR and escrow filings as well as updating the FAQ on Annual General Meetings of Securityholders and Related Matters to reflect the additional relief provided in Blanket Order 51-518 Temporary Exemptions from Certain Requirements to File or Send Securityholder Materials.
We intend to update the CSA Staff Notice as we receive more inquiries and encourage you to check for updates to this document.
April 2020
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 that permits mutual funds to engage in additional short-term borrowing from April 17, 2020 to July 31, 2020 for the limited purpose of facilitating liquidation of fixed income assets in their portfolios to accommodate redemptions. The conditional temporary relief is available to any mutual fund in Canada that invests a portion of its assets in fixed income securities. This blanket relief is substantively harmonized with the other CSA jurisdictions’ relief.
On October 3, 2019, the CSA published the Client Focused Reforms (CFRs), which are relevant to all registrants. The CSA provided for a phased transition period, with the reforms relating to conflicts of interest and relationship disclosure information (RDI) provisions taking effect on December 31, 2020, and the remaining reforms taking effect on December 31, 2021.
The CSA recognizes the significant work many registrants need to undertake to implement the CFRs. We also recognize that the effects of COVID-19 will include disruptions to registrants’ access to office facilities, personnel and other key resources, presenting them with serious challenges to their ability to implement the conflict of interest CFRs by December 31, 2020. Under these circumstances, the CSA has decided to grant relief to postpone the effective date by which registrants will have to comply with the conflicts of interest CFRs by six months to June 30, 2021.
Through the CFRs Implementation Committee, industry stakeholders have informed the CSA of operational challenges associated with changes that registrants will be required to make to their relationship disclosure information pursuant to the CFRs. Accordingly, the CSA has decided to grant relief to extend the time which registrants will have to comply with the RDI CFRs. The implementation of the RDI CFRs will be postponed until December 31, 2021, so that they will come into effect at the same time as the remaining reforms under the CFRs.
The Canadian Securities Administrators (CSA) published CSA Staff Notice 51-360 Frequently Asked Questions Regarding Filing Extension Relief Granted By Way Of A Blanket Order In Response To COVID-19 (the CSA Staff Notice) on April 3, 2020. This CSA Staff Notice contains CSA staff’s views on frequently asked questions about Alberta Securities Commission Blanket Order 51-517 Temporary Exemption from Certain Corporate Finance Requirements published on March 23, 2020 and the equivalent substantively harmonized temporary exemptions in other jurisdictions.
The CSA published an updated CSA Staff Notice on April 16, 2020. This CSA Staff Notice contains an additional FAQ addressing filing fees.
We intend to update the CSA Staff Notice as we receive more inquiries and encourage you to check for updates to this document.
On April 8, 2020, the Alberta Securities Commission published ASC Notice 21-705 Request For Comment Application by Creditex Securities Corporation for Exemption from Marketplace Rules. Creditex proposes to offer direct trading access to its U.S. fixed income Alternative Trading Systems to prospective Canadian participants, including participants in Alberta. As such, Creditex will be carrying on business as an Alternative Trading System in Canada and is therefore required to comply with the marketplace rules. Creditex has applied for an exemption from the marketplace rules in their entirety on the basis that it is already subject to a comprehensive regulatory regime in its home jurisdiction. In the application, Creditex has outlined how it meets the criteria for exemption from the marketplace rules as set out in CSA Staff Notice 21-328 Regulatory Approach to Foreign Marketplaces Trading Fixed Income Securities.
The comment period will remain open for 45 days until May 25, 2020.
The Canadian Securities Administrators (CSA) have published CSA Staff Notice 51-360 Frequently Asked Questions Regarding Filing Extension Relief Granted By Way Of A Blanket Order In Response To COVID-19 (the CSA Staff Notice). This CSA Staff Notice contains CSA staff’s views on frequently asked questions about Alberta Securities Commission Blanket Order 51-517 Temporary Exemption from Certain Corporate Finance Requirements published on March 23, 2020 and the equivalent substantively harmonized temporary exemptions in other jurisdictions. We intend to update the CSA Staff Notice as we receive more inquiries and encourage you to check for updates to this document.
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.
ASC Blanket Order 51-517 Temporary Exemption from Certain Corporate Finance Requirements
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.
February 2020
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 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.