Canadian Securities Law : Canadian Securities Lawyer & Attorney : Stikeman Elliott Law Firm : Montreal, Ottawa, Calgary, Vancouver, Montreal, Toronto

As we discussed in October 2009, National Instrument 23-102 Use of Client Brokerage Commissions, which seeks to regulate soft dollar arrangements across Canada, stipulating the types of goods and services that may be acquired with client brokerage commissions and prescribing related disclosure requirements, comes into force today.

Further, amendments to Form 81-101F2 Contents of Annual Information Form and Form 41-101F2 Information Required in an Investment Fund Prospectus, intended to ensure consistency between disclosure requirements for advisers under NI 23-102 and similar disclosure prescribed for investment funds are also effective today.

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On June 27, the G-20 Toronto Summit concluded with the release of a Declaration by members outlining next steps "to ensure a full return to growth with quality jobs, to reform and strengthen financial systems, and to create strong, sustainable and balanced growth." With respect to financial sector reform, the Declaration speaks of four pillars: (i) a strong regulatory framework, including improved transparency and regulatory oversight of hedge funds, credit rating agencies and OTC derivatives; (ii) effective supervision; (iii) the resolution and addressing of systemic institutions; and (iv) transparent international assessment and peer review. 

The next G-20 Summit is scheduled for November 11-12 in Seoul.

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The New Brunswick Securities Commission (NBSC), which in April proposed a clarification to the registration exemption in respect of trades in derivatives for qualified parties, has now stated that, subject to Ministerial approval, the proposed amendments will come into force on September 1, 2010.

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The Mutual Fund Dealers Association of Canada (MFDA) proposed amendments today that would remove the existing obligations in MFDA Rule 3.3.2 to hold client cash for investment in mutual funds separately from client cash for other investments. According to the MFDA, however, the protection of client assets would not be impacted as existing requirements to segregate client cash held in trust from Member property would be maintained. The amendments are being proposed in anticipation of similar changes to National Instrument 81-102 Mutual Funds.

Meanwhile, amendments were also proposed to MFDA Rule 2.4.4 regarding transaction fees or charges and Rule 5.1 respecting the requirement for records, in order to require MFDA members to inform investors of transaction fees or charges prior to the acceptance of their order.

Comments are being accepted on the proposed amendments to Rule 3.3.2 until September 24 and until September 23 with respect to the proposed amendments to Rules 2.4.4 and 5.1.

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The Canadian Securities Administrators (CSA) today published proposed amendments to National Instrument 81-102 Mutual Funds, National Instrument 81-106 Investment Fund Continuous Disclosure and related consequential amendments. The amendments would codify exemptive relief that is frequently granted to mutual funds and other investment funds and is intended to replace a patchwork of exemptive relief orders with uniform requirements. The proposed amendments seek to address the following: exchange-traded mutual funds, investments in other mutual funds, short selling, derivatives, money market funds, mutual fund dealers, mutual fund ratings and continuous disclosure requirements.

Today's amendments are described by the CSA as representing the first phase in modernizing the regulation of conventional mutual funds and other investment funds. The second phase of the project will consider "whether there are any market efficiency, fairness or investor protection issues that arise out of the differing regulatory regimes" applying to different types of investment funds and other competing investment products. The CSA will then consider whether NI 81-102 should be further amended to address such issues.

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The CSA today published CSA Staff Notice 23-309 - Frequently Asked Questions about the Order Protection Rule and Intentionally Locked or Crossed Markets - Part 6 of National Instrument 23-101 and Related Companion Policy. The FAQ generally deals with key issues and questions respecting compliance with order protection rule requirements, systems issues requirements and the prohibition against intentionally locking or crossing markets.

Effective February 1, 2011, the order protection rule requires marketplaces and marketplace participants that send directed-action orders to establish, maintain and ensure compliance with written policies and procedures that are reasonably designed to prevent trade-throughs. The prohibition under Part 6 of National Instrument 23-101 Trading Rules from intentionally locking or crossing markets is currently in force.

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The Canadian Securities Administrators (CSA) today published proposed amendments to National Instrument 31-103 Registration Requirements and Exemptions, National Instrument 33-109 Registration Information and related policies and forms.

The proposed amendments are intended to:

• provide clarifications to guidance in the Companion Policy to better reflect the original intent of the rule and to codify staff administrative practice;
   
• give effect to relief orders, which mostly address issues relating to the transition to the new registration regime;
   
• add an obligation for registered representatives to understand the structure, features and risks of each security that they recommend;
   
• include guidance for registrants in meeting the requirement to document complaints and to fairly and effectively respond to them;
   
• amend the obligation of registered firms to ensure independent resolution or mediation services in certain cases of complaints;
   
• add obligations for investment fund managers to deliver trade confirmations and account statements to investors who deal directly with them, rather than through a dealer;
   
• address the impact of IFRS on the valuation of securities for the purposes of NI 31-103;
   
• remove certain non-harmonized provisions respecting the mutual fund dealer category;
   
• provide additional exemptions to members of self-regulatory organizations where the
  SRO rules adequately cover the same regulatory risks; and
   
• extend certain exemptions to circumstances that are consistent with the original policy intent of the rule.

The CSA is accepting comments on the proposed amendments until September 30, 2010.

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On June 16, the Alberta Securities Commission and the U.S. Commodity Futures Trading Commission (CFTC) announced the signing of a Memorandum of Understanding intended to enhance the cooperation between the two regulators in connection with their functions relating to the supervision of covered clearing organizations. The MOU was executed on June 10.

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On June 11, the U.S. Commodity Futures Trading Commission (CFTC) announced that it was proposing a rule that would require that co-location and proximity hosting services be available to all qualified market participants willing to pay for the services. Comments on the proposals are being accepted until July 12, 2010.

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On June 17, 2010, the Mutual Fund Dealers Association of Canada (MFDA) published Bulletin #0437, requesting comments on recommendations made by the Board of Directors of the MFDA Investor Protection Corporation (IPC) to increase the size of the IPC fund.

The IPC fund, which is intended to protect clients of MFDA Members in the case of Member insolvency, is expected to reach its initial $30 million target by the end of this calendar year and the IPC board has recommended accumulating a further $20 million over the next five years.

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Staff of the Canadian Securities Administrators (CSA) recently published a notice providing an update on the point of sale disclosure project for mutual funds. The update follows the CSA's consideration of comments to proposed amendments to National Instrument 81-101 Mutual Fund Prospectus Disclosure, which were published in June 2009. Despite some compliance concerns by commentators, the CSA made clear in the notice that they remain committed to implementing point of sale disclosure for mutual funds.

The CSA intend to proceed with a staged implementation of the project, which according to the notice, will provide the CSA "the opportunity to continue to consult with stakeholders and to consider the applicability of the point of sale regime for mutual funds to other types of publicly offered investment funds". Specifically, the CSA intend to proceed by first finalizing the requirements respecting the preparation and filing of a "Fund Facts" document, which would be posted on the mutual fund's or manager's website and provided to an investor upon request. The CSA expect to publish such requirements by December 2010, with an effective date in early 2011. Second, the CSA intend to publish for comment, in mid-2011, a proposal to allow delivery of the Fund Facts document to satisfy prospectus requirements to deliver a prospectus within two days of buying a mutual fund. While the CSA work on the proposal, they plan to consider applications for exemptive relief to use Fund Facts to satisfy current prospectus requirements. Finally, the CSA intend to publish requirements for point of sale delivery for mutual funds and possibly for other types of publicly offered investment funds once it has completed the review of relevant issues.

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

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The European Parliament adopted a resolution last week calling for more transparency and stricter rules respecting derivative trading. The resolution was passed in anticipation of legislative proposals expected in September from the European Commission on the subject.

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As we discussed back in February, the Alberta Securities Commission (ASC) previously published a proposed rule to consolidate the remaining local prospectus exemptions available in Alberta along with related requirements contained in the ASC Rules. On June 4, the ASC announced that it had approved the local rule.

ASC Rule 45-511 Local Prospectus Exemptions and Related Requirements and Consequential Amendments to Alberta Securities Commission Rules (General)

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The U.S. Federal Reserve, along with other banking regulators, issued final guidance yesterday "to ensure that incentive compensation arrangements at financial organizations take into account risk and are consistent with safe and sound practices." The guidance adopts three main principles, being that: (i) incentive compensation arrangements at a banking organization should provide employees incentives that appropriately balance risk and financial results in a manner that does not encourage employees to expose their organizations to imprudent risk; (ii) these arrangements should be compatible with effective controls and risk-management; and (iii) these arrangements should be supported by strong corporate governance, including active and effective oversight by the organization's board of directors.

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Nunavut has joined most other Canadian provinces and territories in adopting securities transfer legislation. The Securities Transfer Act (Nunavut) was given Royal Assent on June 10.

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The Canadian Securities Administrators (CSA) today published CSA Staff Notice 45-307 Regulatory Developments Regarding Securitization. The Notice follows work completed by the CSA subsequent to the publication of its consultation paper on ABCP in October 2008, and states that the CSA's focus "has broadened to encompass all securitized products". The CSA are also considering international regulatory developments in developing their proposals, including recent IOSCO and SEC reports and recommendations.

According to the Notice, the CSA are specifically contemplating changes to the current approach to the issuance of securitized products in the exempt market, enhancements to the disclosure requirements for securitized products distributed by prospectus and changes to continuous disclosure for reporting issuers that have distributed securitized products.

The CSA expect to publish their securitization proposals in the fall, while proposals relating to the regulation of credit rating organizations are expected this summer.

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The Ontario Minister of Finance has now approved the amendments to National Instrument 24-101 Institutional Trade Matching and Settlements, which were published on April 16 and are scheduled to come into force on July 1, 2010. A consolidation of the instrument is available here.

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We have now updated our post on the regulators' G20 plans to include an announcement by the MFDA.

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The U.S. Securities and Exchange Commission (SEC) announced yesterday proposed amendments to the Financial Industry Regulatory Authority rules respecting clearly erroneous transactions in exchange-listed securities. Under the current rules, a trade may be found to be clearly erroneous where the price of a transaction deviates from the consolidated last sale price for the security beyond a specified amount. These thresholds depend on the consolidated last sale price of the security and whether trading occurs during or outside normal market hours. For example, where the price of a security is up to $25, a deviation of 10% or more during normal market hours would be considered clearly erroneous.

The amendments would, among other things, establish different thresholds and standards to handle large-scale market events and would remove FINRA's flexibility to use different thresholds in unusual circumstances. In circumstances of a multi-stock event involving 20 or more securities, FINRA may use a reference price other than the consolidated last sale and will nullify transactions at prices equal to, or greater than, 30% of the reference price.

The amendments are a further response to the market volatility that occurred on May 6 and follow the recent approval of stock-by-stock circuit breakers in the U.S. We originally discussed the circuit breaker proposals in our post of May 19.

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In a June 16 speech at the Lord Mayor's Dinner for Bankers & Merchants of the City of London, the Chancellor of the Exchequer outlined a plan to reform financial regulation in Britain. Specifically, the Chancellor announced a plan to abolish the current tripartite system of regulation, which consists of the Financial Services Authority (FSA), the Bank of England and the Treasury, and wind down the FSA.

In place of the current system, an independent Financial Policy Committee at the Bank of England would be tasked with macro-prudential regulation.  According to the Secretary to the Treasury, Mark Hoban, "[o]nly central banks have the broad macroeconomic and markets understanding, the authority and the knowledge required to make macro-prudential judgments." Meanwhile, a new prudential regulator, operating as a subsidiary of the Bank of England would regulate financial firms, including banks, investment banks and insurance companies. Finally, a new Consumer Protection and Markets Authority would be established to regulate the conduct of financial firms providing services to consumers.

According to the Chancellor, the transition to the new regulatory system is intended to be completed in 2012.

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The Hennick Centre for Business and Law and Jantzi-Sustainalytics released a report this week recommending that OSC Staff issue guidance clarifying the existing social disclosure and corporate social responsibility disclosure obligations in MD&A and AIF forms, particularly with respect to materiality. The report was prepared in response to a resolution passed by the Ontario Legislature calling on the OSC to conduct a consultation on corporate social responsibility and environmental, social and governance reporting standards.

Ultimately, the report recommended that, rather than adopting new rules, "the way forward should entail promotion of best practices within the existing regulatory framework". The OSC was also encouraged to "support a shift in the direction of more standardized metrics and reporting" and undertake periodic reviews to actively monitor disclosure trends and related internal controls.

For more on the report, see Janet McFarland's article from Tuesday's Globe and Mail.

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The U.S. Securities Industry and Financial Markets Association (SIFMA) recently released the results of a study intended to "assist regulators and policymakers in preparing for expanded systemic risk oversight" and enhance the ability of regulators to respond to future systemic risk events. The study was based on interviews with a number of organizations, including regulators, securities broker-dealers, insurers and hedge funds.

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On Monday, the U.S. Securities and Exchange Commission (SEC), Quebec's Autorité des marchés financiers and the Ontario Securities Commission (OSC) announced the signing of a memorandum of understanding to facilitate the supervision of regulated entities that operate on a cross-border basis. The parties intend to consult, cooperate and exchange information related to the supervision and oversight of such regulated entities and the MOU is intended to support and facilitate such cooperation.

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On June 11, the Canadian Securities Administrators (CSA) published revised guidance relating to the reporting of certain derivative-based transactions, including equity monetizations, intended to "assist reporting insiders who have entered into such transactions and to promote consistency in filings." The notice provides examples of arrangements and transactions involving derivatives along with guidance as to how to report these arrangements and transactions on SEDI. A revised notice was also published by the CSA setting out questions and answers intended to assist users in filing information on SEDI. The Q&As are set out based on the steps in the SEDI filing process and the type of SEDI filer.

You may also want to see our previous post of April 21 regarding the newly-implemented insider reporting requirements and our post of April 29 regarding the CSA's FAQ on the new requirements.

Guidance: CSA Staff Notice 55-312 Insider Reporting Guidelines for Certain Derivative Transactions (Equity Monetization) (Revised)
Q&A: CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and the System for Electronic Disclosure by Insiders (SEDI)

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The International Organization of Securities Commissions (IOSCO) yesterday published a revised Objectives and Principles of Securities Regulation to incorporate principles based on "lessons learned from the recent financial crisis". Eight new principles were added to the document, including principles related to hedge funds, credit rating agencies and auditor independence. According to IOSCO the principles "outline the basis of an appropriate, effective and robust securities regulatory system".

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On June 8, Quebec's Autorité des marchés financiers (AMF) announced that it had entered into a cooperation agreement with the United Arab Emirates' Emirates Securities and Commodities Authority (ESCA). The agreement is intended to "set up and implement a system for mutual assistance and exchange of information between the ESCA and the AMF in order to facilitate the performance of their respective securities-related functions".

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The International Organization of Securities Commissions (IOSCO) announced today that securities regulatory authorities from South Korea, Uruguay, Iceland, the Maldives, Saudi Arabia and Syria have been invited (the latter four states pending membership approval) of the IOSCO Multilateral Memorandum of Understanding concerning Consultation, Cooperation and the Exchange of Information (MMoU). The MMoU provides a mechanism through which securities regulators may exchange information and assist one another in enforcing compliance with their respective securities laws and regulations.

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According to IIROC's Recognition Order, IIROC must review its corporate governance structure within two years of the date of recognition and periodically thereafter. Pursuant to this requirement, IIROC recently completed such a review and published a report assessing the success in meeting its governance principles and making recommendations to "further develop" its governance structure. The report, prepared by IIROC's Corporate Governance Committee has been adopted by its board of directors. 

The Recognition Order provides that IIROC's governance structure and arrangements must ensure: (i) effective oversight of the entity; (ii) fair, meaningful and diverse representation on the board and any committees of the board, including a reasonable proportion of independent directors; (iii) a proper balance among the interests of the different persons or companies subject to regulation by IIROC; and (iv) that each director or officer is a fit and proper person. The report ultimately concluded that the present governance structure and arrangements ensure that each principle is being met.

That being said, the report recognized that "governance is a dynamic process" that must "evolve and change as circumstances and requirements change". Thus the report includes a number of recommendations, including increasing the maximum size of the board of directors, establishing the position of Vice-Chair, providing a principles-based exception to the definition of independence for board members, providing for a one-year cooling-off period before an individual connected with a dealer, marketplace or IIROC could be considered independent and enhancing the information provided to members in connection with director voting.

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With news reports suggesting that Bay Street is preparing to decamp to the suburbs during the G20 Summit, some of you may be wondering about access to regulators during the week of June 21. On that point, the Investment Industry Regulatory Organization of Canada (IIROC) has stated that its Toronto staff will be working offsite on June 24 and 25. While staff will be picking up voicemail, IIROC is recommending that any contact be made via e-mail. Regulatory and electronic filing systems will function as normal.

Investor service provider Computershare, meanwhile, will be moving all critical functions to back-up locations for June 24 to June 28. It will also be relocating its Toronto Service Counter to Brookfield Place at 42 Yonge Street on those dates. Meanwhile, it appears to be business as usual at the Ontario Securities Commission (OSC) and Toronto Stock Exchange.

Should we hear of any change in plans, we will be sure to post an update.

Update: The Mutual Fund Dealers Association of Canada has announced that its operations will continue in the normal course. MFDA staff in Toronto will work off-site on June 24 and 25 and, while staff will be responding to voicemail, the MFDA recommends email communication during this time.

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The Investment Industry Regulatory Organization of Canada (IIROC) announced today that it is hosting a "Tips for Traders Toronto" education session on June 16 at the Design Exchange to consider recent market events and associated compliance issues. President and CEO of IIROC Susan Wolburgh Jenah will be making the opening remarks.

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Osgoode Hall Associate Professor Richard W. Leblanc and Stikeman Elliott partner and Jarislowsky Dimma Mooney Chair in Corporate Governance Ed Waitzer consider potential structural reforms to the manner in which corporate boards are chosen and function in today's Financial Post. Specifically, Dr. Leblanc and Mr. Waitzer contemplate a framework where director nomination privileges would fall to "shareholder-trustees" that have owned more than a certain percentage of stock for a specific period or time and who are subject to duties of care and loyalty. According to the authors,

Such a nomination process might go a long way to achieving effective director independence. For one, directors would no longer be subject to what is essentially a self-selection process. Accountability to “shareholder-trustees” (rather than to management or each other) should tend to encourage the exercise of independent judgement.

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On May 26, 2010, the federal Department of Finance released its proposed Canadian Securities Act (the Act). The Act builds upon the Report released last year by the Expert Panel on Securities Regulation and represents the federal government’s proposal for a harmonized national regime to govern capital markets. Following decades of deliberation by various panels and committees, publication of the proposed Act by the Canadian Securities Transition Office evidences this government’s strong commitment to the establishment of a national securities regime and regulator. 

The case for regulation of capital markets at a national level is set out in the preamble to the Act. Among other things, the preamble highlights the need to be competitive and consistent, enhance the integrity and stability of the Canadian financial system, have a comprehensive and coordinated enforcement regime and promote Canada’s interests at a national and international level. While the intent is to create a harmonized federal scheme for securities regulation, provincial participation is voluntary and the Act will only apply to those jurisdictions that choose to take part in the federal scheme. As we discussed previously, the draft Act is only a proposal at this stage, and has been referred to the Supreme Court of Canada for a ruling as to its constitutionality.

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In our post of May 19, we discussed the recent SEC proposals that would see a five minute pause to trading in individual stocks that experienced a 10 percent change in price over a five minute period. On June 4, the SEC issued a statement stating that staff is reviewing comments received and that staff expects to present proposals this week.

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The Investment Industry Regulatory Organization of Canada (IIROC) today published proposed amendments to its Dealer Member Rules that would address the fairness of pricing and transparency of OTC market transactions. Initial proposals on the subject were previously published for comment in April 2009 and IIROC has revised its proposals in light of comments received.

Specifically, IIROC's proposals would: (i) require dealers to fairly and reasonably price securities traded in OTC markets, with an exception for primary market transactions and OTC derivatives set out in the rule; (ii) require dealers to disclose yield to maturity on trade confirmations for fixed-income securities and notations for callable and variable rate securities; and (iii) require dealers to include on trade confirmations sent to retail clients in respect of OTC transactions a statement indicating that they have earned remuneration on those transactions unless the amount of any mark-up or mark-down, commissions and other service charges is disclosed on the confirmation. A draft guidance note, describing the scope of the proposed rule, fair pricing considerations and documentation requirements, has also been published by IIROC.

The proposals are open for a 30-day comment period.

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Jonah Mann and Sean Vanderpol

On May 6, 2010, the British Columbia Securities Commission (BCSC) released its summary Majority Reasons for its decision to cease trade the poison pill (or shareholder rights plan) implemented by Lions Gate Entertainment Corp. (Lions Gate) in the face of a hostile bid by equity funds controlled by activist investor Carl Icahn (Icahn).

By way of background, Icahn held 19% of Lions Gate’s shares and sought to increase its stake to 30% by launching a partial bid. In the face of the Icahn bid, the Lions Gate board decided it was not the time to put the company in play and, therefore, adopted a poison pill. The pill allowed certain “permitted bids”, provided that these bids, among other things, had a “minimum tender condition” which could not be waived. The board called a shareholder meeting to consider the pill for May 4.

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On May 31, the Canadian Securities Administrators (CSA) released Multilateral Consultation Paper 51-403 Tailoring Venture Issuer Regulation, a product of the securities regulatory authorities of Alberta, British Columbia, Manitoba, New Brunswick, Nova Scotia and Saskatchewan. While Ontario and Quebec are not fully participating in this consultation, they are encouraging their market participants to review and comment on the proposals.  

The Consultation Paper is intended to "assess market interest in pursuing a more tailored approach to the regulation of the venture market" and seeks the views of stakeholders, exchanges, dealers and industry associations. Specifically, the Consultation Paper proposes consolidating and streamlining governance and continuous disclosure requirements in a new regulatory instrument that would apply only to venture issuers, replacing the relevant requirements currently found in various instruments.

The proposed new instrument would, among other things, replace the current requirement for separate annual financial statements and MD&A with an annual report, eliminate three and nine month interim financial statements and associated MD&A, introduce substantive corporate governance requirements, eliminate business acquisition reports and enhance material change reporting and permit prospectuses to contain only two years of historical financial statements.

The participating securities regulatory authorities are accepting written comments on the proposals until September 17, 2010. Additionally, consultation sessions will be held across Canada in order to gather further feedback.

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The Canadian Financial Executives Research Foundation (CFERF) recently released the results of a survey suggesting that about half of public companies in Canada are less than 60% through their IFRS conversions. The state of readiness differs depending on company size, with larger companies reporting conversion processes that are further along.

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On May 26, Alpha Group announced that a new trading fee structure would be coming into effect as of June 1, 2010 subject to regulatory approval. According to Alpha, the new fee reduction "positions Alpha as the market with the lowest active fees" in securities valued greater or equal to $1 and less than $5.

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