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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Due to the challenges presented by the COVID-19 outbreak, the comment periods for CSA proposals that are currently out for comment have been extended by 45 days. In addition, no new CSA proposals will be published for comment until at least May 30, 2020.
As we continue to focus our regulatory efforts on helping market participants and investors address challenges created by COVID-19, we will assess the need to further defer publication of CSA proposals.
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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
The Canadian Securities Administrators (CSA) published Consultation Paper 25-403 Activist Short Selling (the CSA Consultation Paper) on December 3, 2020. This CSA Consultation Paper is intended to facilitate discussion of concerns relating to activist short selling and its potential impact on Canadian capital markets. Written comments on the Consultation Paper may be provided in hard copy or electronic form until Wednesday March 3, 2021.
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.
July 2020
On July 2, 2020, the CSA published CSA Staff Notice 31-358 Guidance on Registration Requirements for Chief Compliance Officers and Request for Comments (CSA SN 31-358) on three configurations of the Chief Compliance Officer (CCO) role that may better align with the operational needs of registrant firms. CSA staff are open to receiving applications from registrant firms who wish to share a CCO with other registrants, designate multiple CCOs whose responsibilities are delineated by registration category or business lines, or who are considering a CCO candidate’s experience in a novel or specialized industry. Exemptions from the requirement in National Instrument 31-103 to designate a single CCO will be considered as needed. CSA staff are also seeking feedback on whether and how the proposed models address the needs of registrants, investors and the public. Overall, CSA staff expects CSA SN 31-358 will allow registrant firms to structure their CCO obligations to better suit the operational context of the firm, and encourage innovative and specialized business models to thrive in the Canadian capital markets.
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
On June 18, 2020 the Canadian Securities Administrators (CSA) published CSA Notice of Approval- Amendments to National Instrument 21-101 Marketplace Operation and Changes to Companion Policy 21-101CP Marketplace Operation. The purpose of the amendments is to streamline reporting requirements for marketplaces and information processors (IPs) by eliminating duplicative reporting as well as reporting that does not materially contribute to the CSA’s oversight of marketplaces and IPs while maintaining a robust reporting framework that supports the objectives of the CSA’s oversight. The amendments are also intended to enhance the requirements in relation to the information technology systems maintained by marketplaces and IPs. The amendments clarify testing and reporting requirements and introduce an appropriate focus on cyber resilience.
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.
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 July 20, 2020 (adjusted to reflect the 45-day COVID-19 extension)
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 comment period ends July 13, 2020 (adjusted to reflect the 45-day COVID-19 extension)
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.
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.
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