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Posted on February 2, 2012
The Investment Industry Regulatory Organization of Canada (IIROC) today announced the implementation of single-stock circuit breakers to facilitate a halt across all marketplaces in the trading of a security experiencing rapid price movement. The circuit breaker program is intended to address short term, unexplained price volatility in individual securities.
Specifically, securities that are part of the S&P/TSX Composite Index, as well as ETFs comprised principally of listed securities, will be subject to trading halts in the event of a price increase or decline of at least 10% in a five minute period. The circuit breaker will initially halt the particular security for five minutes, and this time may be extended for a further five minute period if a significant imbalance of buy and sell orders remain. Circuit breakers will not be active in the first 20 minutes following the regular market opening nor in the 30 minutes prior to the regular close of trading.
Should IIROC determine that a further halt is required such as, for example, to allow for the dissemination of material news, IIROC may replace the single-stock circuit breaker halt with a traditional "regulatory halt". Any trades executed after the triggering of the circuit breaker but prior to the halt at more than 5% beyond the trigger price would be cancelled.
Single-stock circuit breakers will be implemented as part of an implementation phase expected to last between six months and a year, during which time IIROC intends to monitor trading in all securities on Canadian marketplaces. Following the initial implementation phase, IIROC intends to review the single-stock circuit breaker program and publish the results of its review, at which point it will solicit comment on whether adjustments should be made to the terms of the program.
IIROC today also released the public comments received in response to its initial proposals, released in November 2010, as well as its responses. The circuit breaker program announced today will ultimately be more limited than IIROC's initial proposal, which would have applied to all securities listed on a Canadian exchange. For more information, see IIROC Notices 12-0040 and 12-0041.
Posted on January 13, 2012
On December 15, the Investment Industry Regulatory Organization of Canada (IIROC) released a draft guidance note regarding the role of compliance and supervision at member firms. The draft guidance is intended to update IDA Member Regulation Notice MR-0435, released in 2006, in light of recent amendments to registration requirements contained in NI 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations in order to ensure consistency between the registration reform related amendments and IIROC's guidance. The draft guidance considers such issues as the responsibility for compliance, the distinction between supervisory and compliance roles, and the role of dealers, board of directors, management and the compliance officer. The notice also includes guidance on creating an effective compliance program, and provides information on the circumstances under which IIROC may initiate enforcement proceedings relating to compliance or supervisory matters.
Comments on the draft guidance are being accepted for 60 days from the date of the notice. For more information, see IIROC Notice 11-0361.
Posted on January 11, 2012
On January 9, the Investment Industry Regulatory Organization of Canada (IIROC) published guidance regarding the procedures to be followed by a Participant (dealer) wishing to guarantee a trade price for a client order that outperforms a benchmark price. As we discussed last year, IIROC released a draft version of the guidance on July 4 that would allow a certain amount of "outperformance" to be guaranteed under certain circumstances if a dealer agreed to take the trade as principal. Under the initial proposal, dealers would only be able to guarantee outperformance up to a maximum of the lesser of 50% of the Participant's historical realized outperformance of the same benchmark over the prior calendar quarter and 30 basis points.
The final version of the guidance released yesterday, however, has been revised to address public comments received. Of particular interest, the guidance now provides that a dealer may guarantee outperformance up to a maximum of the greater of 50% of the Participant's historical realized outperformance of the same benchmark over the prior calendar quarter and 25 basis points. Thus, dealers will be able to guarantee outperformance of 25 basis points, even in the absence of a demonstrated ability to outperform the benchmark.
For more information, see IIROC Notice 12-0010.
Posted on January 6, 2012
The Investment Industry Regulatory Organization of Canada (IIROC) today released proposed amendments to its rules regarding interpretation and standards. The amendments, released as part of IIROC's plain language rule rewrite project, are intended to remove unnecessary rule provisions, clarify IIROC's expectations with respect to certain rules, ensure that the rules reflect actual IIROC practices and ensure consistency with other IIROC rules and applicable securities legislation. The proposed amendments are open to a 90-day comment period. For more information, see IIROC Notice 12-0005.
Posted on January 4, 2012
Yesterday, the Investment Industry Regulatory Organization of Canada (IIROC) published Notice 12-0001 relating to securities trading halts in coordination with the application of "circuit breakers" on U.S. markets for the first quarter of 2012. In the U.S., trading halts occur based on trigger levels of 10%, 20% and 30% drops of the Dow Jones Industrial Average, calculated at the beginning of each quarter using the previous month's average closing value. The NYSE thresholds for Q1 2012 are 1,200 points, 2,400 points and 3,600 points respectively.
It is IIROC's policy that it will coordinate trading halts with U.S. markets, but for days when Canadian markets are open and American markets are closed, IIROC has published related triggers based on drops in the S&P/TSX Composite Index. The TSX trigger levels are: Level 1 (10%) - 1,200 points; Level 2 (20%) - 2,350 points and Level 3 (30%) - 3,550 points, and result in trading halts ranging from 30 minutes to the balance of the trading session, depending on the time of day and magnitude of the market decline.
Posted on December 20, 2011
The Investment Industry Regulatory Organization of Canada yesterday released the filing deadlines for monthly financial reports to be filed by its members in 2012. For those dealers that have had their changeover to IFRS deferred to 2012, additional days for the first two monthly financial reports will be provided. For more information, see IIROC Notice 11-0363.
Posted on December 19, 2011
Canadian financial regulators are hampered by the gridlock that comes with fragmentation. Independent oversight could promote new ways of thinking
Ian Russell and Edward Waitzer -
As Canadian securities regulators become more fragmented, the tendency to "lock-in" to policy choices based on previous decisions has increased.
This tendency is natural where individuals working in teams are often less equipped to act on key information than when there is more accountability. The gridlock is exacerbated by a complex and rapidly evolving market environment, contributing to oversimplification and "tunnel vision." Many of us tend to see the world in a particular way when it serves our self-interest to do so. It's easy to ignore "inconvenient" facts or analysis to promote a desired outcome. And yet in today's world, "normal" paradigms rarely hold up.
Likewise, there is a proclivity for "conservatism bias," where information is interpreted to confirm prior expectations. There is also perceived safety in the status quo, even when available evidence suggests a different course of action. This is particularly so when consensus is difficult to achieve or there is much uncertainty over the consequences of a particular action.
Each of these biases are a disincentive to engage in independent, analytical thought. Efforts are made to avoid such conduct through accountability mechanisms (e.g., review by third parties, independent auditing). But these mechanisms no longer work as effectively as they should with Canadian securities regulators.
The challenge is particularly acute with respect to the reform of existing rules, where inertia becomes an obstacle to the adjustments required to ensure competitive and well-functioning markets and to address the inevitable, unintended consequences of regulation.
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Posted on December 16, 2011
The Investment Industry Regulatory Organization of Canada (IIROC) published a notice this week requesting comments on whether Canadian market-wide circuit breakers should be reconsidered in light of potential changes to circuit breakers in the United States.
Currently, market-wide circuit breaker policy in Canada is coordinated with circuit breakers in the U.S., where trading halts occur based on trigger levels of 10%, 20% and 30% drops of the Dow Jones Industrial Average. It is IIROC's policy that it will coordinate trading halts with U.S. markets, but for days when Canadian markets are open and American markets are closed, IIROC has related triggers based on drops in the S&P/TSX Composite Index.
With the U.S. Financial Industry Regulatory Authority (FINRA) proposing to amend its circuit breaker structure and thresholds, IIROC is now considering whether to continue its coordination with U.S. circuit breakers, adopt Canada-specific parameters for the triggering of circuit breakers, or adopt a hybrid approach. IIROC is thus requesting comments on the potential options and has set out a number of specific questions for respondents to consider.
Comments on IIROC's proposals are being accepted until February 13, 2012. For more information, see IIROC Notice 11-0359.
Posted on December 8, 2011
IIROC released guidance yesterday regarding the communication, supervision and retention of advertisements, sales literature and correspondence by dealers. The notice, which replaces previous guidelines issued in 2004, is intended to reflect the emergence of social media as a form of communication (see our February post discussing the draft version of the guidance).
The notice thus provides guidelines with respect to: (i) whether certain online practices constitute advertising or sales literature; (ii) the application of recordkeeping requirements to social media websites; (iii) suitability and recommendations; (iv) supervisory responsibilities; (v) electronic and voicemail orders; (vi) third-party communications and research; and (vii) other various regulatory requirements.
The guidelines are effective immediately.
Posted on December 7, 2011
The Investment Industry Regulatory Organization of Canada published proposals last week that would require its dealers to disclose their membership in IIROC. Among other things, dealers would have to display the IIROC decal at business locations to which clients have access and display the IIROC logo on client trade confirmations, account statements and on the dealer's website. According to the notice, the proposals are intended to raise public awareness of the advantages of working with IIROC-regulated firms and advisors, and help investors determine the regulatory status of firms and individuals. IIROC is accepting comments on the proposals for 60 days.
Posted on November 25, 2011
The Canadian Securities Administrators today announced the adoption of amendments to National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and its Companion Policy related to exemptions for SRO members. A draft proposed version of the amendments was published in May and the final amendments are substantially similar to the earlier version. Assuming that ministerial approvals are received, the amendments will come into force on February 28, 2012.
Posted on November 3, 2011
The Investment Industry Regulatory Organization of Canada (IIROC) yesterday released its Annual Consolidated Compliance Report for 2011. The report outlines matters that require firm attention, identifies deficiencies identified by IIROC's compliance examination teams over the last year and sets out IIROC's focus for the 2011-2012 examination cycle.
The report begins by identifying a number of matters requiring firm attention, including with respect to notification to IIROC of material changes. Specifically, the report notes that in some instances dealers having made significant changes to business models without informing IIROC prior to implementation.
Meanwhile, common examination deficiencies respecting financial and operations compliance include missing written services agreements in related party transactions and cases in which inaccurate or inappropriate margin rates have been applied. In the case of business conduct compliance, the report identifies a number of deficiencies, including: (i) situations where members with order-execution only services provide clients with "planning tools" that result in recommendations; (ii) policies and procedures that have not been appropriately customized to a firm's business and risks; (iii) inadequate identification of conflicts of interest; (iv) inadequate controls respecting the sale of private placements to accredited investors; and (v) inadequate controls respecting employee accounts.
The report also discusses the focus for the 2011-2012 examination cycle, including client complaints handling, the use of titles and designations, and trading conduct compliance. With respect to the latter, IIROC states, among other things, that it will be conducting reviews of compliance with best execution obligations and dealers' OTC supervision procedures.
For more information, see IIROC Notice 11-0306.
Posted on October 26, 2011
In a judgment released earlier this month, the United States Court of Appeals for the Second Circuit found that the Financial Industry Regulatory Authority, which regulates securities firms doing business in the U.S., lacks the authority to bring court actions to collect disciplinary fines. The case, Fiero v. FINRA, involved FINRA's pursuit of unpaid fines subsequent to disciplinary action against the plaintiffs.
Specifically, the Court of Appeals found that while Section 15A(b) of the Securities Exchange Act of 1934 (the Exchange Act) provides self-regulatory organizations with the authority to discipline members by various means, including suspension, fine and censure, the legislation provides no express statutory authority for such organizations to bring judicial actions to actually collect fines. The Court found the statutory omission to be significant and intentional, and compared the provision to section 21(d) of the Exchange Act, which provides the SEC with express authority to seek judicial enforcement of penalties. In addressing the apparent enforcement gap created by FINRA's ability to levy but not pursue fines, the Court noted that FINRA can already enforce fines by the "draconian sanction" of revocation of a firm's registration.
A 1990 rule change purporting to authorize FINRA's collection of fines, meanwhile, was found to have been mischaracterized as a "house-keeping" rule when, in fact, it was a substantive change requiring publication of a notice and comment period. As such, the purported rule change "was never properly promulgated and cannot authorize FINRA to judicially enforce the collection of its disciplinary fines."
Posted on October 6, 2011
Earlier this week, the Investment Industry Regulatory Organization of Canada (IIROC) published Notice 11-0277 relating to securities trading halts in coordination with the application of "circuit breakers" on U.S. markets for the fourth quarter of 2011. In the U.S., trading halts occur based on trigger levels of 10%, 20% and 30% drops of the Dow Jones Industrial Average, calculated at the beginning of each quarter using the previous month's average closing value. The NYSE thresholds for the fourth quarter of 2011 are 1,100 points, 2,250 points and 3,350 points respectively.
It is IIROC's policy that it will coordinate trading halts with U.S. markets, but for days when Canadian markets are open and American markets are closed, IIROC has published related triggers based on drops in the S&P/TSX Composite Index. The TSX trigger levels are: Level 1 (10%) - 1,200 points; Level 2 (20%) - 2,450 points and Level 3 (30%) - 3,650 points, and result in trading halts ranging from 30 minutes to the balance of the trading session, depending on the time of day and magnitude of the market decline. Triggering the Level 1 threshold between 2:00 and 2:30 p.m., for example, would result in a 30 minute halt in trading, while trading would be shut down for the rest of the day should a Level 3 halt occur. The threshold levels for the third quarter have decreased from those for the third quarter of 2011.
Posted on September 30, 2011
The OSC has approved amendments to the MFDA's Form 1 to include the definition of "market value". The amendments are intended to clarify the definition of market value and ensure consistency in the valuation of securities by MFDA members. Form 1 is a special purpose report that includes financial statements and it is to be prepared in accordance with IFRS, subject to exceptions prescribed by the MFDA. Under these exceptions, securities reported are to be valued at "market value." The MFDA's definition of "market value" prescribes specific valuation criteria for, among others, listed securities, unlisted and debt securities and precious metal bullion and commodity futures contracts.
Posted on August 26, 2011
As we discussed in April 2010, the Investment Industry Regulatory Organization of Canada proposed amendments to UMIR last year that would, among other things, replace the definition of "Market Maker Obligations" with a definition of "Marketplace Trading Obligations" and make various other changes to odd lot and marketplace trading obligations. The OSC and a number of other Canadian securities regulators have now approved the amendments, which become effective today. For more information, see IIROC Notice 11-0251.
Posted on August 19, 2011
The Investment Industry Regulatory Organization of Canada released its 2010-11 annual report today, entitled Building Confidence in Canada's Capital Markets. Among other things, the report provides a profile of the industry regulated by IIROC and describes the progress made by the organization towards achieving its strategic goals.
Posted on August 2, 2011
On July 29, the Investment Industry Regulatory Organization of Canada published proposed amendments to the Universal Market Integrity Rules that address the regulation of dark liquidity on Canadian markets.
The release of IIROC's proposals represents the next step in the effort by the Canadian Securities Administrators and IIROC to adopt regulations to address issues surrounding dark pools and dark orders. The proposed amendments released last week follow various previous steps taken by regulators to consider the issues, including a joint CSA/IIROC consultation paper released in 2009, a consultation forum held in March 2010 and a CSA/IIROC position paper published in November 2010.
Among other things, the proposed amendments would (i) introduce or amend, as the case may be, definitions of "better price", "dark order" and "last sale price"; (ii) allow IIROC to designate a minimum size for orders that are not displayed in a consolidated market display; (iii) allow IIROC to designate a minimum size of an "iceberg" order that must be displayed in a consolidated market display; (iv) provide that orders entered on a marketplace must trade with visible orders on that marketplace at the same price before trading with dark orders at the same price on that marketplace; and (v) require, subject to certain exceptions, an order entered on a marketplace that trades with an order that has not been displayed in a consolidated market display to either receive a better price or be for more than 50 standard trading units, or have a value of more than $100,000.
Comments on the proposals are being accepted until October 27, 2011. For more information, see IIROC Notice 11-0225.
For a discussion of the regulatory framework for dark liquidity, see IIROC Notice 11-0226 / Staff Notice 23-311, which was also published last week and contains a summary of public comments in response to the CSA/IIROC position paper of November 2010. Also see our post on the proposed amendments to NI 21-101 Marketplace Operations, which were published in March.
Posted on July 29, 2011
On July 4, the Investment Industry Regulatory Organization of Canada published proposed guidance on the guarantee by a Participant (dealer) of a trade price for a client order. The proposed guidance would allow a certain amount of "outperformance" to be guaranteed under certain circumstances if a dealer agreed to take the trade as principal. According to IIROC, expanding the guidance in this way would allow dealers to "offer institutional clients more execution options while ensuring that the Participant does not abuse the ability to provide a guarantee to sidestep the obligations of the Participant to orders displayed in a consolidated market display."
Under the proposal, dealers would only be able to guarantee outperformance up to a maximum of the lesser of 50% of the Participant's historical realized outperformance of the same benchmark over the prior calendar quarter and 30 basis points.
For more information, see IIROC Notice 11-0202.
Posted on July 21, 2011
The Mutual Fund Dealers Association of Canada (MFDA) recently released proposed amendments to the MFDA's "Know-Your-Client" rule (Rule 2.2.1) to clarify that suitability obligations extend to leveraging recommendations and to establish transparent minimum regulatory standards in assessing leverage suitability. The MFDA is accepting comments on its proposals until October 6. For more information, see MFDA Bulletin #0487-P.
Posted on July 15, 2011
On June 30, the Mutual Fund Dealers Association of Canada (MFDA) released a consultation paper that considers the regulatory concerns arising from the use of third party back-office service providers. Back-office services can include such things as software or systems for processing trades, generating client account statements and supervising compliance with regulatory requirements.
The paper identifies a number of regulatory issues emanating from the use of such services and requests feedback from stakeholders regarding potential solutions to address the MFDA's concerns. Issues identified in the paper include the need for MFDA members to ensure compliance with regulatory requirements prior to implementation of a back-office system, the need for such systems to maintain the data necessary to meet record-keeping requirements and the need to ensure that compliance tools incorporated into back-office systems actually result in compliance with MFDA requirements.
The paper goes on to consider a number of options to address the MFDA's concerns including, for example, the development of a non-mandatory list of approved service providers. Ultimately, the paper requests stakeholders to provide their views on the various issues and options and to provide any recommendations or alternatives.
Comments are being accepted by the MFDA until September 30. For more information, see MFDA Bulletin #0484-P.
Posted on July 6, 2011
Earlier this week, the Investment Industry Regulatory Organization of Canada (IIROC) published Notice 11-0203 relating to securities trading halts in coordination with the application of "circuit breakers" on U.S. markets. In the U.S., trading halts occur based on trigger levels of 10%, 20% and 30% drops of the Dow Jones Industrial Average, calculated at the beginning of each quarter using the previous month's average closing value. The NYSE thresholds for the third quarter of 2011 are 1,200 points, 2,400 points and 3,650 points respectively.
It is IIROC's policy that it will coordinate trading halts with U.S. markets, but for days when Canadian markets are open and American markets are closed, IIROC has published related triggers based on drops in the S&P/TSX Composite Index. The TSX trigger levels are: Level 1 (10%) - 1,300 points; Level 2 (20%) - 2,650 points and Level 3 (30%) - 3,950 points, and result in trading halts ranging from 30 minutes to the balance of the trading session, depending on the time of day and magnitude of the market decline. Triggering the Level 1 threshold between 2:00 and 2:30 p.m., for example, would result in a 30 minute halt in trading, while trading would be shut down for the rest of the day should a Level 3 halt occur. The threshold levels for the third quarter are slightly lower than those for the second quarter of 2011.
Posted on May 27, 2011
As we've discussed in the past, the Investment Industry Regulatory Organization of Canada is currently undertaking a project to rewrite its rules in plain language. To that end, today IIROC published for comment proposed Dealer Member Rules 7200 through 7300, relating to debt markets and inter-dealer bond brokers. According to IIROC, the proposed rules are intended to consolidate and clarify existing rules and do not contain any substantive amendments. For more information, see IIROC Notice 11-0164.
Posted on May 20, 2011
As we discussed in our post of March 1, IIROC has set June 1st as the date on which requirements to report trade variations and cancellations, as well as extended failed trades, will take effect. Yesterday, IIROC published reminders (notice on trade variations and cancellations and notice on extended failed trades ) of the requirements' impending implementation. The relevant notices also provide answers to a number of questions respecting the new obligations.
For more information, see IIROC Notice 11-0160 and Notice 11-0161.
Posted on May 19, 2011
Later this afternoon, the Investment Industry Regulatory Organization of Canada (IIROC) will be posting on its website a recorded webcast considering the Canadian and U.S. perspectives on fiduciary standards and the differences between such a standard and the suitability standard. The webcast will be available for viewing as of 4:00 p.m. today.
As we wrote in March, SEC staff have recently recommended a uniform fiduciary standard for investment advisers and broker-dealers in the U.S. Our colleague Ed Waitzer also considered the standards to which financial advisers in the U.S. and Canada are subject in his post of February 17, 2011.
Posted on May 13, 2011
Early last month, the U.S. SEC announced that national securities exchanges and the Financial Industry Regulatory Authority (FINRA) had filed a proposal to replace the circuit breakers for individual stocks, currently in place as part of a pilot project, with a "limit up-limit down" mechanism. Circuit breakers are trading pauses imposed in individual securities due to extraordinary market volatility. The proposed new mechanism, however, would prevent trades in a security from occurring outside of a specified price band. Stocks subject to the current circuit breaker (being those on the S&P 500 Index, the Russell 1000 Index and certain others) would generally be limited to a 5% trading price band, while other equities would be limited to 10% (as compared to prices of that security in the preceding five-minute period during a trading day).
For more information on the circuit breaker pilot project, see our posts of May 19, June 7 and September 21, 2010. Notably, the pilot project has been extended to the earlier of August 11, 2011 or the date on which the limit up-limit down mechanism is adopted.
Posted on May 12, 2011
Yesterday, the Investment Industry Regulatory Organization of Canada issued updated guidance on outside business activities. The proposed guidance follows last year's proposed rule on Dealer Members' personal financial dealings with clients and outside business activities, and is intended to replace current guidance once the proposed rule is finalized.
Outside business activities include activities that could give rise to a potential conflict of interest or client confusion, including specifically activities conducted outside of the Dealer Member by an approved person where direct or indirect payment is received or expected. IIROC cites membership on a board of any organization as an example of an activity that may give rise to potential conflicts. The IIROC notice also reminds registrants that Form 33-109F4 Registration of Individuals and Review of Permitted Individuals requires approved person to disclose their outside business activities to IIROC.
The proposed guidance sets out a non-exhaustive list of considerations for dealer members relating to outside business activities, including that such activities:
- should not materially impair a dealer member's duty of care to clients;
- should not involve the use of client information;
- must be clearly seen to be outside the dealer member;
- include robust and impartial approval and control processes; and
- should be in keeping with both the letter and spirit of Dealer Member Rules 18.14(1)(e) and 29.1.
The proposed guidance also considers the supervision of outside business activities and filing requirements via NRD. For more information, see IIROC Notice 11-0150.
Posted on May 6, 2011
As we discussed in posts of February 25 and March 18, IIROC has requested comments on proposed amendments to the UMIR that would, among other things, repeal short sale price restrictions currently applicable on Canadian markets. The comment period for the proposed amendments is quickly drawing to a close and ends on May 26, 2011. IIROC's proposals would see the repeal of the tick test and introduce the requirement that all short sales be marked as such. However, orders from accounts meeting specific requirements (including certain arbitrage and institutional accounts) would qualify for a "short-marking exempt" designation.
Of particular interest in the notice are IIROC's comments regarding the disclosure of short sale activity. Specifically, in response to the IOSCO principle stating that short selling should be subject to a reporting regime that provides timely information to the market or market authorities, IIROC confirms that it recognizes the problems associated with current short position reporting. IIROC communicates its intention, therefore, to produce and publicly release, semi-monthly, short sale summaries based on aggregated trading data across all marketplaces regulated by IIROC for orders that are marked as short sales, to be implemented following the implementation of the proposed amendments. The nature and scope of this disclosure remains to be seen.
According to IIROC, the CSA and IIROC are proposing to publish a joint notice to solicit feedback on whether additional proposals to enhance disclosure of short sales and failed trades in Canada are required. For example, the joint notice may seek comment on whether "disclosure of short positions by institutional investors may be necessary, similar to 'buy-side' reporting requirements that have been or are being widely implemented in other jurisdictions" as well as the type, level and frequency of public disclosure of failed trades in equity securities traded on all Canadian marketplaces and cleared through CDS.
This subsequent notice on enhanced disclosure, however, has yet to be published. In the U.S., meanwhile, the SEC recently issued a request for comment on the feasibility of requiring real-time reporting of short sale positions of publicly listed securities, either publicly or only to the SEC and FINRA. In a sign of what may be to come in Canada, the SEC notice asks specific questions of market participants, including with respect to the benefits and costs of real time reporting of investors' short positions.
Posted on May 4, 2011
In response to the required frequency of account statement delivery under NI 31-103 Registration Requirements and Exemptions, the Mutual Fund Dealers Association of Canada (MFDA) has released guidance to assist its members in assessing the issues respecting sending account statements by electronic means. The bulletin cites privacy issues for specific attention and recommends that members and/or members' back-office service providers meet with MFDA staff before sending documents electronically. According to the MFDA, the following issues will be considered in assessing member compliance with regulatory requirements:
- the confidentiality, security and integrity of client information sent electronically;
- the procedures to obtain consent to receive documents electronically and the form of consent;
- record retention and audit trails; and
- the form and content of the electronic document and the length of time for which the document will be made available to clients.
For more information, see MFDA Bulletin #0474-P.
Posted on May 3, 2011
On May 2, the Investment Industry Regulatory Organization of Canada (IIROC) announced that it was making changes to Complaints and Settlement Reporting (ComSet) reporting requirements. Specifically, IIROC will require members, as of June 1, to attach relevant supporting documentation at the time of entering a ComSet event. According to IIROC, the additional documentation will allow it to "conduct more timely and efficient initial reviews of ComSet filings" and result in fewer subsequent information requests. For more information, see IIROC Notice 11-0142.
Posted on April 15, 2011
Yesterday, the Investment Industry Regulatory Organization of Canada (IIROC) issued its updated Strategic Plan for 2010-2012. The plan outlines IIROC's priorities and projects for the new fiscal year, including the implementation of IIROC's Client Relationship Model (which was republished for a 60-day comment period in January), the enhancement of compliance and enforcement efforts in the area of suitability issues, the finalization of a fair pricing rule for fixed-income and other over-the-counter securities, the introduction of new dealer and marketplace member fee models and the assessment of the scope of electronic and high frequency trading on equity marketplaces. For more information, see IIROC Notice 11-0126.
Posted on April 4, 2011
On April 1, the Investment Industry Regulatory Organization of Canada (IIROC) published Notice 11-0016 relating to securities trading halts in coordination with the application of 'circuit breakers' on U.S. markets. In the U.S., trading halts occur based on trigger levels of 10%, 20% and 30% drops of the Dow Jones Industrial Average, calculated at the beginning of each quarter using the previous month's average closing value. The NYSE thresholds for the second quarter of 2011 are 1,200 points, 2,400 points and 3,600 points respectively.
It is IIROC's policy that it will coordinate trading halts with U.S. markets, but for days when Canadian markets are open and American markets are closed, IIROC has published related triggers based on drops in the S&P/TSX Composite Index. The TSX trigger levels are: Level 1 (10%) - 1,400 points; Level 2 (20%) - 2,800 points and Level 3 (30%) - 4,200 points, with the effects of the triggers depending on the time of day the threshold drop occurs. Triggering the Level 1 threshold between 2:00 and 2:30 p.m., for example, would result in a 30 minute halt in trading, while trading would be shut down for the rest of the day should a Level 3 halt occur.
Posted on April 4, 2011
Earlier this month, the Canadian Securities Administrators released an oversight review of the Investment Industry Regulatory Organization of Canada. The review was intended to: (i) asses whether IIROC is in compliance with the terms and conditions of its recognition order; (ii) assess whether IIROC's regulatory processes are adequate, consistent and fair; and (iii) evaluate the progress of the integration of IIROC's predecessor, the IDA and RS.
While the review found IIROC to be in substantial compliance with the terms and conditions of its recognition order, it identified a number of areas for improvement and provided CSA's recommendations. IIROC's responses were also included.
Posted on April 1, 2011
The Investment Industry Regulatory Organization of Canada (IIROC) has issued revised guidance on best execution and management or orders, as well as with respect to the use of certain order types. IIROC originally published the guidance for comment in November 2010, and yesterday's notices include a summary of comments received and IIROC responses.
The revised notices provide guidance with respect to the management of order flows in the context of best execution obligations and the use of certain order types in the context of recent developments in Canadian market structure. For more information, see IIROC Notices 11-0112, 11-0113 and 11-0114.
Posted on March 30, 2011
Yesterday, the Canadian Securities Administrators (CSA), Investment Industry Regulatory Organization of Canada (IIROC) and Mutual Fund Dealers Association (MFDA) announced the launch of an expanded Canadian Disciplined Persons List. The expanded list will now include the names of persons disciplined by IIROC and the MFDA, dating back to 2004, in addition to records of disciplinary actions by provincial securities regulators.
Noting that sanctions imposed by securities regulators are a matter of public record, the announcement states that the combined list will now allow the public to search for those disciplined by securities regulators or the SROs in one place, regardless of how serious the matter.
Posted on March 18, 2011
On March 10, the Bank for International Settlements' Committee on Payment and Settlement Systems and the International Organization of Securities Commissions released a consultative report containing a set of principles designed to apply to financial market infrastructures that record, clear and settle transactions in financial markets. The new principles, which consider such issues as credit and liquidity risk management, settlement, efficiency and transparency, are intended to replace the existing sets of CPSS and CPSS-IOSCO standards and provide greater consistency in the regulation and oversight of FMIs worldwide.
The OSC, AMF and Bank of Canada recently cited their participation in developing the report and encouraged Canadian stakeholders to provide comments to IOSCO and the BIS by the July 29, 2011 deadline.
For more information, see Principles for financial market infrastructures.
Posted on March 18, 2011
Raman Grewal
As we discussed in February, the Investment Industry Regulatory Organization of Canada released proposed amendments to the Universal Market Integrity Rules last month that would repeal the restrictions on the price at which a short sale may be made on Canadian markets.
As discussed in detail in our post of April 28, 2009, currently under UMIR, a short sale may not be made unless the price is at or above the last sale price for that security, subject to certain exceptions (referred to as the tick-test or the “uptick rule”) and there must be a “reasonable expectation” of settling the trade.
Under the proposed amendments, all price restrictions relating to short sales would be repealed and all short sales would be subject to the requirement to be “marked” as short sales, other than those exempt from marking as “short-marking exempt” orders. IIROC would have the ability to designate securities as being “short sale ineligible securities” and “pre-borrow” requirements would be imposed on certain securities (requiring that the person entering the order have made arrangement to borrow the securities that would be required to settle the trade prior to the entry of the order).
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Posted on March 15, 2011
As we discussed in a post last year, IIROC proposed amendments to its Form 1 in August 2010 to harmonize the standards used to comply with the financial reporting requirements of Form 1 with IFRS as much as possible. The OSC has now approved the amendments, with revisions. The amendments came into effect as of February 28, 2011 and are for the period beginning January 1, 2011. While the approved amendments do not include the changes initially proposed to the definition of "market value of securities", IIROC has indicated that a change in definition is forthcoming in the months ahead.
A number of departures from IFRS, however, have been made, including (i) reporting of client and broker trading balances on a net basis or gross basis; (ii) treating preferred shares as regulatory capital; and (iii) presenting the financial statements on a non-consolidated basis. Meanwhile, Dealer Members that meet certain criteria will be able to request a deferral for one year on the implementation of IFRS, except for certain specified departures. For more information, see IIROC Notice 11-0082.
Posted on March 14, 2011
In late January, the U.S. SEC submitted a staff study to Congress that recommended a uniform fiduciary standard for investment advisers and broker-dealers that provide securities investment advice to retail customers. The study, which noted that broker-dealers are generally not currently subject to a fiduciary standard under federal securities laws, recommended a fiduciary standard no less stringent than currently applied to investment advisers be extended to broker-dealers. The SEC was required to undertake the study to comply with Dodd-Frank, and the study also provided suggestions for further harmonization of the broker-dealer and investment adviser regulatory regimes. Whether the study's recommendations are followed through with, however, remains to be seen. According to the SEC, the views expressed in the study are those of SEC staff and "do not necessarily reflect the views" of the SEC or individual commissioners.
In Canada, standards applicable to registrants such as dealers and advisers were somewhat harmonized in conjunction with the coming into force of the new registration regime for dealers, advisers and investment fund managers. Work also continues on IIROC's Client Relationship Model project, which attempts to address issues relating to such things as conflicts of interest management and suitability assessment. For a further discussion, see Ed Waitzer's post of February 17, entitled "Make advisors work for investors".
Posted on March 7, 2011
As part of its plain language rules rewrite project, the Investment Industry Regulatory Organization of Canada (IIROC) recently released proposed Rules 2100 through Rules 2700 regarding dealer member organization and registration. Beyond rewriting the rules in plain language, the proposals make a number of substantive changes, including with respect to ownership of a dealer member's securities and dealer member structure, in order to, among other things, clarify IIROC's expectations and ensure that the rules reflect actual IIROC practices.
Comments on the proposals are being accepted for 90 days from publication. For more information, see IIROC Notice 11-0061.
Posted on March 4, 2011
A memorandum of understanding between the OSC, certain other provincial securities regulators and Investment Industry Regulatory Organization of Canada (IIROC) entered into with the Mutual Fund Dealers Association of Canada (MFDA) is set to come into effect on March 23, 2011.
The MOU is intended to facilitate the sharing of information regarding compliance and enforcement matters by establishing a framework for the MFDA's use, under certain circumstances, of the National Registry Database system.
Posted on March 1, 2011
On February 25, IIROC announced that the requirement to provide a report of a trade variation or cancellation will be in effect as of June 1, 2011. The requirement to provide a report of an extended failed trade will also be implemented on the same day. IIROC approved the reporting requirements in October 2008, but had deferred implementation.
For more information, see IIROC Notices 11-0079 and 11-0080.
Posted on February 18, 2011
The Ontario Securities Commission has now approved new MFDA Rule 2.4.4 and amendments to MFDA Rule 5.1. As we discussed in November, Rule 2.4.4 requires MFDA members, prior to the acceptance of an order, to inform clients of sales and service charges, as well as any other fees to be deducted in respect of the proposed transaction. Meanwhile, amendments to Rule 5.1 require MFDA members to maintain evidence that clients were informed of such fees and charges.
Posted on February 17, 2011
The Canadian Coalition for Good Governance recently released a a set of principles for director compensation "for boards to consider when structuring their own compensation plans to ensure that their interests are aligned with those of the equity owners of the company." According to the principles: (i) director compensation should not be so high as to potentially compromise the independence of directors; (ii) compensation should reflect expertise and a director's actual time commitment to the board; (iii) compensation should vary for different director roles; (iv) boards should consider requiring a minimum shareholding for directors and encourage investment beyond the minimum; (v) boards should minimize the complexity of director compensation structures; and (vi) directors should consider periodically seeking approval for directors' compensation from shareholders.
Posted on February 17, 2011
As published in Tuesday's Financial Post
Edward Waitzer -
In January 2004, the Ontario Securities Commission released a concept paper advocating a "fair dealing model." The paper acknowledged that the regulatory regime -- regulating dealers and their representatives through the products they sell -- was based on the outdated assumption that transaction execution is the primary reason people seek financial services. Recognizing that most customers are seeking advice, the concept paper proposed changing the regulatory framework to focus on the advisory relationship.
Financial professionals and salespersons in Canada are allowed to call themselves advisors, irrespective of their professional designation. Few, however, are compensated directly for their advice. Instead, they are paid commissions to sell specific products. Addressing the conflicts of interest that result from commission-based compensation, the paper proposed that retail clients should be entitled to rely on objective advice that is in their best interest and, when there are conflicts of interest, they should be clearly disclosed so that the client can understand the conflicts and how they may affect the advice given.
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Posted on February 11, 2011
The OSC released a staff notice this week regarding business continuity planning and, specifically, the industry-wide test scheduled by IIROC for September 10, 2011. While the testing is voluntary, OSC staff
encourage all dealers, marketplaces and clearing agencies to participate in the September 2011 market-wide exercise organized by IIROC. Participation in this exercise may facilitate the discovery of any potential communication issues, points of failure between industry participants within and across different jurisdictions or other issues with services provided by third-party service providers.
Notably, the notice states that the OSC is also considering whether to make such testing mandatory "through rule proposals or additional requirements in the recognition orders of various entities." For more information, see OSC Staff Notice 11-764.
Posted on February 8, 2011
The influence of social media has spurred the Investment Industry Regulatory Organization of Canada to release draft guidance to address issues respecting its members' communications with clients through websites such as Facebook, Twitter and blogs. The guidance, which would replace the IDA's MR0281 from 2004, is intended to assist members in satisfying their obligations under Rule 29.7 of IIROC's Dealer Member Rules and clarifies that "electronic communication, including social media web sites, may constitute advertising, sales literature or correspondence depending upon their content and purpose."
The note further clarifies that the requirement under NI 31-103 Registration Requirements and Exemptions for firms to retain records of business activities, financial affairs, client transactions and communication, requires firms to "design systems and programs with compliant record retention and retrieval functionalities for all methods of communication." Such requirements apply to content posted on Twitter, Facebook, blogs and chat rooms, as well as content transmitted by email. The notice also considers supervisory obligations in light of dealers' use of social media websites.
IIROC is accepting comments on the draft guidance for 60 days from the publication date of the notice. For more information, see IIROC Notice 11-0051.
Posted on February 3, 2011
IIROC published guidance on February 1 on specific questions respecting “locked” and “crossed” markets in the context of NI 23-101 Trading Rules and its companion policy. The guidance reflects the repeal of the "best price" obligation and the other consequential amendments to UMIR discussed in our post of earlier today. IIROC published a proposed version of the guidance in April 2010 and yesterday's notice also provides responses to comments it received on its original proposals.
For more information, see IIROC Notice 11-0042 and IIROC Notice 11-0043.
Posted on February 3, 2011
The Ontario Securities Commission announced last week that it has approved amendments to IIROC's Universal Market Integrity Rules, proposed in November 2009, that are consequential to the CSA's implementation of changes to National Instrument 23-101 Trading Rules regarding trade-through protection.
Among other things, the amendments, effective February 1, 2011, will repeal the rule and policies respecting the "best price" obligation of participants, provide that the order protection rule cannot be avoided when a participant is considering a trade on a foreign organized regulated market and require participants and access persons to have adequate policies and procedures for handling orders that do not rely on a marketplace to ensure compliance with the order protection rule. For more information, see IIROC Notice 11-0036.
Posted on January 21, 2011
The Ontario Securities Commission (OSC) announced today that it has approved amendments to MFDA Rule 3.1.1, intended to harmonize the MFDA's minimum capital requirements with those under National Instrument 31-103 Registration Requirements and Exemptions, as well as amendments to Form 1 - Financial Questionnaire and Report. The amendments, which were also approved by various other jurisdictions, are conditional on the MFDA submitting proposed amendments to Form 1 to include a definition of "market value" of securities to regulators for review and approval by March 31, 2011.
Posted on January 17, 2011
The Investment Industry Regulatory Organization of Canada (IIROC) announced last week that, following consultations undertaken last year, it has decided to increase the award limit under its arbitration program to $500,000. Further, IIROC is amending the program's rules of procedures to allow claimants to opt to eliminate an arbitrator's discretion to award costs in most circumstances. For more information on the amendments, which are effective as of today, see IIROC Notice 11-0016.
Posted on January 13, 2011
On December 20, 2010, a provincial/territorial government working group released a consultation paper to elicit feedback on potential options respecting the incorporation of individual sales representatives of registered dealers and advisers. Specifically, the paper considers the benefits and regulatory concerns surrounding the issue of payments by dealers and advisers to non-traditional business structures, as well as the options being examined.
While National Instrument 31-103 Registration Requirements and Exemptions does not deal with the incorporation of individual sale representatives, MFDA Rule 2.4.1 permits individual sales representatives of a MFDA member to have his or her commissions paid directly to a non-registered corporation under certain conditions. IIROC rules, meanwhile, do not allow the relationship between a dealer and a person conducting securities-related business on behalf of the dealer to be that of an incorporated salesperson.
Ultimately, the paper invites feedback on a number of options under consideration, including legislative proposals and amendments to IIROC rules. Comments on the consultation paper are being accepted by the governments of Alberta and Quebec until February 25.
Posted on January 7, 2011
The Investment Industry Regulatory Organization of Canada today republished a proposal to implement core aspects of its Client Relationship Model Project. IIROC's proposal would address issues relating to relationship disclosure, conflicts of interest management and disclosure, suitability assessment and account performance reporting. Proposed transition periods would range from the immediate implementation for certain provisions relating to conflict identification to three years for certain disclosure to existing clients.
IIROC also stated that the CSA are expected to publish proposed amendments to National Instrument 31-103 Registration Requirements and Exemptions to introduce cost disclosure and performace reporting requirements for all registered dealers and advisers.
Proposals to address CRM issues were originally published in February 2008 and revised rules were subsequently released in April 2009. IIROC's proposal also includes responses to comments received to its April 2009 proposals. Comments on today's proposals are being accepted for 60 days.
Posted on January 4, 2011
The Investment Industry Regulatory Organization of Canada (IIROC) today published Notice 11-0001 relating to securities trading halts in coordination with the application of 'circuit breakers' on U.S. markets. In the U.S., trading halts occur based on trigger levels of 10%, 20% and 30% drops of the Dow Jones Industrial Average, calculated at the beginning of each quarter using the previous month's average closing value. The NYSE thresholds for the first quarter of 2011 are 1,150 points, 2,300 points and 3,450 points respectively.
It is IIROC's policy that it will coordinate trading halts with U.S. markets, but for days when Canadian markets are open and American markets are closed, IIROC has published related triggers based on drops in the S&P/TSX Composite Index. The TSX trigger levels are: Level 1 (10%) - 1,350 points; Level 2 (20%) - 2,700 points and Level 3 (30%) - 4,000 points, with the effects of the triggers depending on the time of day the threshold drop occurs. Triggering the Level 1 threshold between 2:00 and 2:30 p.m. would result in a 30 minute halt in trading, while trading would be shut down for the rest of the day should a Level 3 halt occur.
Posted on December 17, 2010
On Wednesday, the Investment Industry Regulatory Organization of Canada released proposed guidance intended to make transparent the criteria it would use to determine whether to vary or cancel a trade under the authority of the Universal Market Integrity Rules.
Under Rule 10.9 of UMIR, IIROC may vary or cancel a trade that is "unreasonable" or not in compliance with UMIR or any policy. IIROC's regulatory intervention powers are currently exercised under its broad discretion. The proposed guidance is intended to elaborate upon and set out more transparent standards in regard to the exercise of these powers, particularly with respect to its power under 10.9(1)(d) respecting "unreasonable" trades.
In addition to the factors provided by Rule 10.9(2) for determining whether a trade is unreasonable, the proposed guidance also sets out a number of additional factors IIROC will consider, such as whether the volume or number of trades is unusual in the context of the market and whether the trade was made in error or as the result of a deliberate trade. The notice also includes information regarding halts with respect to situations where there has been "asymmetric" dissemination of material information. In this regard, IIROC acknowledges that intervention in trading related to asymmetric dissemination of material information is fairly unique to Canada, but maintains it has intrinsic value in protecting market integrity and providing a clear and transparent remedy to parties harmed by such activity. The relative certainty and immediacy of this remedy being distinguished from the remedy under the statutory regime for civil liability in secondary markets.
With respect to trades that are not in compliance with UMIR, IIROC stated that it may intervene in cases of rule violations that are self-evident at the time of execution, including violations of the client-principal trading requirement under Rule 8.1 of UMIR, the market stabilization price restrictions under Rule 7.7, the requirement not to "abuse" a person with Market Maker Obligations under Part 1 of Policy 2.1 or the requirement to move the market in an orderly manner over a period of time when executing a pre-arranged trade or intentional cross under Part 2 of Policy 2.1.
IIROC is accepting comments on the proposed guidance until February 14, 2011. For more information, see IIROC Notice 10-0331.
Posted on December 17, 2010
The Investment Industry Regulatory Organization of Canada has confirmed that it has rescheduled the industry-wide test of dealers' business continuity plans, originally planned for June 2010, to September 10, 2011. The industry test, which was cancelled due to this summer's G20 meetings, will test the scenario of inaccessibility of downtown Toronto. While tests will be conducted voluntarily,
IIROC strongly urges all Dealer Members to participate in these tests as they represent a valuable opportunity for Dealer Members to supplement their respective mandatory annual tests which are required under IIROC regulation.
For more information, see IIROC Notice 10-0332.
Posted on December 7, 2010
On December 3, the Investment Industry Regulatory Organization of Canada published amendments to its Dealer Member Rules that "make it explicit which option values are to be used in calculating minimum capital and margin requirements for all of the Conversion and Reconversion offset strategies." The amendments take effect on January 4, 2011. For more information, see IIROC Notice 10-0322.
Posted on December 6, 2010
MFDA members approved a number of amendments to MFDA Rules at the Annual General and Special Meeting of Members on December 1. Rule amendments include those with respect to transaction fees, proficiency requirements and the Client Relationship Model project. For more information, see MFDA Bulletin #0458-P. While some of the amendments are already in effect, those respecting the Client Relationship Model are subject to transition periods. For example, the requirements for relationship disclosure under Rule 2.2.5 will not be effective until September 28, 2011 for new clients and December 3, 2013 for existing clients. A summary of the various transition periods for the amended rules is provided in MFDA Bulletin #0459-P.
Posted on December 3, 2010
As we discussed in a post of April 30, IIROC proposed a new dealer regulation fee model earlier this year that would incorporate a "rate by revenue tier" approach to dealer regulation. IIROC has now developed such a market regulation fee model, which it published for comment on November 30. The proposed model would see each marketplace charged a fee based on the marketplace's share of the total number of messages processed by IIROC's surveillance system (in order to recover the IT costs of surveillance), as well as a fee based on the marketplace's share of the total number of trades (in order to recover all other regulation costs). IIROC would continue to collect the market regulation fee from dealer members (the minimum monthly fee would be $4,800 per member), but marketplace-specific costs would be recovered directly from the marketplace that incurred such costs. IIROC is accepting comments on the proposed new fee model until January 29, 2011. For more information, see IIROC Notice 10-0316.
Posted on December 3, 2010
On November 30, the Investment Industry Regulatory Organization of Canada proposed draft guidance regarding the management of order flows with respect to best execution obligations under UMIR. The guidance, released in the context of "a more complex trading environment", sets out a list of frequently asked questions relating to order types in the context of achieving best execution. Namely, the guidance considers issues such as: (i) order routing decisions; (ii) how to manage orders when not all marketplaces are open; (iii) considerations for deciding where to "book" an order; and (iv) obligations when using a third-party vendor for order routing.
Meanwhile, guidance was also proposed regarding the use of certain order types. According to IIROC, "a particular order type may function as designed but the execution outcome may result in an unanticipated price." IIROC stated that it has particular concern with order types without specific execution price limits. Guidance on the subject was also structured as an FAQ, and considered such issues as (i) whether market orders or limit orders should be used "in today's more complex markets"; (ii) whether "stop loss" orders prevent losses in fast moving markets; and (iii) whether "All or None" orders can be used to guarantee a fill of an order at a specific price in volatile markets.
IIROC is accepting comments on the proposed guidance until January 31, 2011. For more information, see IIROC Notice 10-0317.
Posted on November 30, 2010
On November 26, the Investment Industry Regulatory Organization of Canada proposed amendments to its Dealer Member Rules that would provide a uniform six-year limitation period to all IIROC enforcement proceedings. While current rules allow IIROC to initiate proceedings against a former member or former approved person for five years after the cessation of IIROC membership, there is no limitation period on proceedings relating to current dealer members or approved persons. Specifically, the new rule, which would apply to current and former members and approved persons, would require IIROC to commence proceedings within six years of "the date of the occurrence of the last event on which the proceeding is based."
IIROC is accepting comments on the proposed amendments until January 25, 2011, and specifically requested comment on the concept of allowing for the extension of the limitation period where both IIROC and the Dealer Member or Approved Person agree to the extension.
For more information, see IIROC Notice 10-0310, the language of the proposed amendments and the blackline of the rules proposed to be amended.
Posted on November 29, 2010
As we discussed in our post of June 25, the Mutual Fund Dealers Association of Canada proposed a new Rule 2.4.4 earlier this year that would require its members, prior to the acceptance of an order, to inform clients of sales and service charges, as well as any other fees to be deducted in respect of the proposed transaction. Meanwhile, proposed amendments to Rule 5.1 would require MFDA members to maintain evidence that clients were informed of such fees and charges.
The MFDA has now published a summary of comments received to its proposals, as well as MFDA staff responses. Further, the MFDA has released a companion regulation notice to provide further guidance with respect to the application of the proposed amendments.
For more information, see MFDA Bulletin #0455-P.
Posted on November 22, 2010
The Investment Industry Regulatory Organization of Canada (IIROC) released a proposal for single-stock circuit breakers last week that would halt trading of a security experiencing "rapid, significant and unexpected price movement." The proposal would apply to all securities listed on a Canadian exchange, including inter-listed securities, and would provide tiers of trigger levels in order to "preserve a fair and orderly market" in times of extreme volatility.
Specifically, under the proposed mechanism, trading in a security listed on either the TSX-V or CNSX would be halted for ten minutes if the security experienced a price swing of the greater of 20% and 20 trading increments in a five minute period. TSX-listed securities that experienced a price swing of at least the greater of 10% and 10 trading increments in a five minute period would be halted for five minutes, with a five-minute extension possible. In either case, IIROC could replace the single-stock circuit breaker halt with a traditional "regulatory halt" where so required. There would be circumstances, however, where a single-stock circuit breaker would not trigger a halt in trading, such as after the imposition of a "regulatory halt" in the trading of that security.
IIROC is accepting comments on its proposals until January 17, 2011. Once it has reviewed the comments received and established the final parameters of its proposal, IIROC intends to develop an alert as part of the "STEP" surveillance platform. While the implementation of single-stock circuit breakers would begin as a manual system similar to the current imposition of trading halts, IIROC intends to ultimately automate the process. According to IIROC, however, automation would not commence earlier than April 1, 2011.
As we've discussed in the past, the U.S. SEC is currently piloting single-stock circuit breakers until December 10, 2010. For more information on the U.S. project, see our posts of May 19 and September 21.
Posted on November 19, 2010
The Canadian Securities Administrators (CSA) and Investment Industry Regulatory Organization of Canada (IIROC) published a joint position paper today that considers, and provides the regulators' views on, the issues associated with dark pools and dark orders. According to IIROC and the CSA, their views are intended to provide "more clarity" around how dark orders should be treated and facilitate "investor understanding and choice" regarding the execution of orders.
The paper follows a year of consultations on the subject and sets out the position of the position of the regulators on a number of issues, namely:
- that only orders meeting a minimum size threshold be exempt from pre-trade transparency requirements;
- that, while, two dark orders meeting the minimum size exemption should be able to execute at the national best bid or best offer, meaningful price improvements should be required in all other circumstances;
- that visible (lit) orders should execute before dark orders at the same price on the same marketplace, except where two dark orders meeting the minimum size exemption can be executed at that price; and
- that meaningful price improvement should be considered as one trading increment as defined under UMIR. For securities with a difference between the best bid price and the best ask price of one trading increment, one-half increment will be considered to be meaningful price improvement.
Comments are being accepted on the position paper until January 10, 2011. Once comments have been considered, the CSA and IIROC intend to propose rule changes as required.
Posted on November 4, 2010
As we discussed in our post of June 24, the MFDA requested comments this past summer on a proposal to increase the size of the MFDA Investor Protection Corporation (IPC) fund to $50 million. The MFDA, which accepted comments on the proposal until September 1, has now agreed to increase the size of the fund. The time frame for raising the additional $20 million, however, will be extended to seven years rather than the originally-contemplated five years.
For more information, and for a description of next steps, see MFDA Bulletin #0452-M.
Posted on October 28, 2010
Earlier this month, the Investment Industry Regulatory Organization of Canada (IIROC) published Notice 10-00259 relating to securities trading halts in coordination with the application of 'circuit breakers' on U.S. markets. In the U.S., trading halts occur based on trigger levels of 10%, 20% and 30% drops of the Dow Jones Industrial Average, calculated at the beginning of each quarter using the previous month's average closing value. The NYSE thresholds have been announced for the fourth quarter of 2010 as 1,050 points, 2,100 points and 3,150 points respectively.
It is IIROC's policy that it will coordinate trading halts with U.S. markets, but for days when Canadian markets are open and American markets are closed, IIROC has published related triggers based on drops in the S&P/TSX Composite Index. The TSX trigger levels are: Level 1 (10%) - 1,200 points; Level 2 (20%) - 2,450 points and Level 3 (30%) - 3,650 points, with the effects of the triggers depending on the time of day the threshold drop occurs. Triggering the Level 1 threshold between 2:00 and 2:30 p.m. results in a 30 minute halt in trading, while trading would be shut down for the rest of the day should a Level 3 halt occur.
Posted on October 27, 2010
On October 22, the Investment Industry Regulatory Organization of Canada released its Annual Consolidated Compliance Report, which discusses the deficiencies found by IIROC compliance teams during field examinations of member firms. IIROC teams in Financial and Operations Compliance, Business Conduct Compliance and Trading Conduct Compliance identified three general compliance deficiencies common across the above programs, namely: (i) inadequate supervisory testing; (ii) inaccurate or incomplete books and records; and (iii) compliance programs not updated to reflect new rules or obligations. Specific compliance deficiencies identified included inaccurate or inappropriate margin provisions, inadequate controls around the sale of private placements and inadequate procedures to ensure that better priced orders in the visible market are not traded-through.
IIROC further stated that it would be undertaking focused regulatory reviews on an ongoing basis to test for compliance in specific areas. For more information, see IIROC Notice 10-0278.
Posted on October 19, 2010
The Investment Industry Regulatory Organization of Canada (IIROC) yesterday released a new Anti-Money Laundering Compliance Guide to replace the IDA's 2002 "Deterring Money Laundering Activity". The new document is intended to provide dealers with guidance on complying with anti-money laundering and anti-terrorist financing requirements in light of the legislative and regulatory changes of recent years.
According to IIROC, since no standard program will be appropriate for all firms, the guidance has been prepared to assist dealers in adapting their compliance program "specifically to their firm's business, ensuring that it covers the scope of their customer base, the types of accounts, the types of transactions, the extent of the firm's international activities and all the risks and other relevant factors within the firm."
See IIROC Notice 10-0273
Posted on October 8, 2010
The Investment Industry Regulatory Organization of Canada (IIROC) also published proposed rules today regarding general dealer member financial standards, the protection of client assets, financing arrangements, operations and other internal control requirements. As part of IIROC's rules rewrite project, the proposals are intended to eliminate unnecessary rule provisions, clarify IIROC's expectations with respect to certain rules, ensure that the rules reflect current industry practices, ensure consistency with other rules and streamline the decision making and rule interpretation process.
Much like IIROC's other rule proposals published today, the new provisions contain numerous substantive changes to current rules, such as with respect to reporting of early warning situations and deadlines for certain financial filings. IIROC is accepting public comments on the proposals for 90 days from today's publication of its notice.
See: IIROC Notice 10-0267
Posted on October 8, 2010
As part of its ongoing project to rewrite its Dealer Member Rules in plain language, the Investment Industry Regulatory Organization of Canada (IIROC) today published a set of proposed new provisions respecting its members' dealings with clients. The proposals cover such issues as suitability, sales practices, communicating with the public, supervision and complaint handling. According to IIROC, the rewrite is intended to eliminate unnecessary rule provisions, clarify IIROC's expectations with respect to certain rules, ensure that the Rules reflect IIROC's practices and ensure consistency with other rules and applicable securities legislation. Draft guidance was also published by IIROC.
Beyond consolidating existing rules, the proposals also contain substantive changes to current obligations. For example, proposed Rule 3400 states that in order to comply with suitability requirements, members must consider the suitability of the client's account type, trading strategy, order type and the method of financing the trade. Proposed Rule 3500, meanwhile, would require members to provide clients with a commission fee schedule on account opening. Further substantive changes can be found throughout the proposals.
IIROC is accepting public comment on its proposals for 90 days from today.
See: IIROC Notice 10-0266
Posted on October 5, 2010
The Securities and Exchange Commission (SEC) and the Commodity Futures Trading Commission (CFTC) released a joint report on Friday outlining their findings respecting the extreme market volatility of May 6, 2010. According to the report, the rapid execution of an automated sell program concerning a large number of futures contracts by a large fundamental trader during a time of high volatility and thinning liquidity was a main contributor to the day's events. The selling pressure from the automated sell program helped cause a liquidity crisis in the contracts and in individual securities.
Meanwhile, CFTC Chairman Gary Gensler stated yesterday that a joint committee of the CFTC and SEC has been asked to consider the report and make recommendations. Mr. Gensler specifically mentioned that he expects to hear recommendations with respect to: (i) requiring executing brokers to have an obligation to enter and exit in an orderly manner; (ii) increasing visibility into the full order book, either in aggregate or in detail; and (iii) potential revisions to market pauses, either for single exchanges or for cross-market circuit breakers.
The Investment Industry Regulatory Organization of Canada released its review of the day's market volatility last month.
Posted on September 30, 2010
On September 28, the U.S. Financial Industry Regulatory Authority (FINRA) announced that it will file a rule proposal with the Securities and Exchange Commission next month that will allow investors to opt for all-public panels in arbitration claims. According to FINRA, "[g]iving each individual investor the option of an all-public panel will enhance confidence in and increase the perception of fairness in the FINRA arbitration process".
In recent months, the Investment Industry Regulatory Organization of Canada (IIROC) has also been considering changes to its arbitration program. A review of the program was initiated in December 2009, while a request for comments on specific changes was released in August 2010.
Posted on September 30, 2010
The Investment Industry Regulatory Organization of Canada (IIROC) announced the launch of a surveillance system yesterday that will allow it to conduct surveillance across all Canadian equity markets. According to IIROC, the Surveillance Technology Enhancement Platform (STEP) will allow it to "keep pace with the dramatic increase in the speed and volume of trading activity" in Canadian equity markets. Among other things, STEP provides IIROC with an increased monitoring capacity and the ability to more easily identify potential violations, such as with respect to best execution and trade-throughs.
Posted on September 10, 2010
Pursuant to its announcement earlier this year that it would analyze the market volatility (flash crash) of May 6, the Investment Industry Regulatory Organization of Canada (IIROC) yesterday released the results of its regulatory review. IIROC's report identified a number of factors that contributed to the fateful day's trading patterns in the securities reviewed, notably, the existence of large sell imbalances, electronic trading activity in the securities, the fact that "traditional" market makers were generally not active in the securities reviewed and the triggering of stop loss orders.
IIROC ultimately made a number of recommendations to address the issues identified, including: (i) a review of the current market-wide circuit breaker to determine whether trigger levels are appropriate and whether an independent Canadian circuit breaker level should be employed; (ii) considering whether single stock circuit breakers should be implemented; (iii) the adoption of volatility controls; (iv) considering how to effectively manage stop loss orders in the current multi-market and high-speed environment; and (v) a review of the erroneous and unreasonable price policies and procedures.
IIROC is expecting to issue a request for comments on a single stock circuit breaker in the near future. IIROC also stated that a review of the current erroneous and unreasonable price policies and procedures is currently underway and a notice will be published for comment when completed. Guidance is expected to be issued respecting the use of stop loss orders, while news on the other recommendations will be provided as work is completed.
Posted on September 7, 2010
In addition to its PPN review findings, the Investment Industry Regulatory Organization (IIROC) also released findings and recommendations last week concerning its regulatory review of new product due diligence. The review, conducted earlier this year at a sample of dealers that distribute structured products, tested for such things as adequate written policies, procedures and operational controls on new products. The review also assessed how dealers have incorporated IIROC's due diligence Guidance Note of March 2009 into their business practice.
Ultimately, IIROC found that many of the written policies and procedures reviewed were deficient in a material respect. Deficiencies indentified included the lack of the following: (i) a clear definition of "new product"; (ii) an appropriate level of internal review; (iii) an adequate analytical framework for the consideration of whether the new product should be offered; (iv) consideration of possible conflict of interest scenarios and how they should be addressed; (vi) consideration of proficiency, training and marketing issues; and (vii) a process to monitor and review customer complaints regarding new products and for monitoring compliance with any restrictions placed on the sale of the new product.
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Posted on September 7, 2010
On August 31, the Investment Industry Regulatory Organization of Canada (IIROC) released findings and recommendations deriving from its 2009 compliance review of principal protected notes (PPNs). The review, based on a representative sample of dealers, considered, among other things, the adequacy of the selling firm's knowledge of the product and the firm's training for sales personnel and whether appropriate point of sale disclosure was provided to investors.
Ultimately, IIROC made a number of findings and recommendations regarding the obligations of dealers to their clients with respect to PPNs, including the following:
- The dissemination of required disclosure to clients was inconsistent among members. On this point, IIROC reminded dealers that they are required to have a "new product due diligence" policy and are required to implement procedures to ensure that any clients purchasing a PPN receive the required appropriate disclosure.
- The majority of dealers appeared to rely on product issuers to distribute the monetization notices directly to unit holders without the benefit of a contractual agreement requiring issuers to distribute on the dealer's behalf. IIROC stated that all dealers should review their contractual agreements with issuers to ensure that responsibility for the distribution of notices is clearly delineated.
- Most dealer marketing material was inadequate and missed key information. On this point, IIROC reminded dealers of their obligations regarding sales literature under IIROC Rule 29.7(1) regarding the fair presentation of potential risks.
- IIROC found that some dealers' registered representatives did not understand all the features of the PPN products they were recommending to clients. In response, IIROC stated that dealers must take a proactive approach to reviewing and monitoring products, which should include a written policy for the due diligence of new products.
- IIROC found the PPN products to be suitable for the accounts tested.
- There was no uniformity in the level of training to registered representatives regarding PPNs. IIROC stated that dealers must ensure their registered representatives and sales staff are educated and understand the important features of products being marketed to clients.
- IIROC found deficiencies in the information included on monthly statements, which should be clear and informative.
See IIROC Notice 10-0233.
Posted on September 2, 2010
On August 27, the Investment Industry Regulatory Organization of Canada (IIROC) published proposed amendments to Form 1, used to monitor the financial solvency of dealer members. The proposals would include amendments to the "market value" definition in Form 1 to adopt the mandated IFRS valuation approach, except where value cannot be reliably measured in which case IIROC has proposed an alternative approach. While IIROC's proposals are intended to harmonize the standards used in financial reporting with IFRS as much as possible, a number of departures from IFRS are proposed. These include reporting of client and broker trading balances on a net basis, treating preferred shares as regulatory capital and presenting the financial statements on non-consolidated basis. IIROC is accepting comments on its proposals for 60 days from the date of publication of the notice.
IIROC Notice 10-0230 - Amendments to Form 1 to adopt IFRS for regulatory reporting purposes
Attachment A - Amendments to Form 1
Attachment B - Black-line Form 1
Posted on August 31, 2010
The Investment Industry Regulatory Organization of Canada (IIROC) announced yesterday the launch of IIROC AdvisorReport, described as a "resource to help investors learn the background of advisors who are currently approved to work at IIROC-regulated firms." AdvisorReport will provide investors with online access to information on, among other things, a current registrant's educational background, employment history with IIROC member firms since 2003 and disciplinary history. AdvisorReport replaces IIROC's Member Firm/Registrant Info Service launched in 2003. According to IIROC, AdvisorReport provides improvements over the previous service, as it is easier to use, faster and provides more information in one place.
IIROC News Release
IIROC Notice 10-0232
Backgrounder: IIROC AdvisorReport
Posted on August 25, 2010
The Investment Industry Regulatory Organization of Canada (IIROC) yesterday released a summary of public comments relating to its review of the IIROC arbitration program in response to a notice published in December 2009. Following its review, IIROC also has now released a request for comments on, among other things, proposals to increase the award limit under the program to $500,000 and to amend the procedural rules to permit claimants, at the commencement of a proceeding, to eliminate the arbitrator's discretion to award costs against a party. According to IIROC, the higher award limit
is appropriate and reflects a balance between providing greater access to recourse that is expeditious and cost-effective, and ensuring adherence to principles of natural justice and legal process.
The comment period on the proposals ends on October 8, 2010.
See: IIROC's News Release, IIROC Notice 10-0227 and Appendix A to the Notice, reviewing comments submitted in response to the previous notice.
Posted on August 13, 2010
Comments are being accepted on the proposed amendments to Rule 3.1.1 and Form 1 until October 12, 2010.
Posted on July 19, 2010
Earlier this month, the Canadian Securities Administrators released its Oversight Review Report of the Mutual Fund Dealers Association of Canada. The report followed an oversight review of the MFDA's regulatory functions by staff at various provincial securities regulators to (i) assess whether the MFDA is in compliance with the relevant terms and conditions of its recognition orders; (ii) determine whether the MFDA's regulatory processes are efficient, effective, consistent and fair; and (iii) evaluate whether the MFDA has adequate staffing, resources and training to perform its regulatory functions effectively and efficiently.
Ultimately, while the review found that the MFDA was generally compliant with the relevant terms and conditions of its recognition orders, it did include a number of recommendations, including with respect to the Financial Compliance group at head office. Recommendations concerned internal benchmarks used by the Financial Compliance group, the review of financial questionnaire and reports and the financial compliance examination process. The report includes the MFDA's responses to the report's concerns and the expected follow-up where appropriate.
Posted on July 16, 2010
The OSC has approved amendments to MFDA rules respecting client accounts, client communications and client reporting. The original proposals, which we noted in our post of May 2009 and will, among other things, require that investors are provided with certain information at the time of account opening, clarify the duty of MFDA Members and approved persons to assess the suitability of investments in client accounts when various triggering events occur and clarify Members' supervisory requirements regarding client communications that disclose a rate of return.
Posted on July 6, 2010
On July 2, the Investment Industry Regulatory Organization of Canada (IIROC) published Notice 10-0191 relating to securities trading halts in coordination with the application of 'circuit breakers' on U.S. markets. In the U.S., trading halts occur based on trigger levels of 10%, 20% and 30% drops of the Dow Jones Industrial Average, calculated at the beginning of each quarter using the previous month's average closing value. The NYSE thresholds have been announced for the third quarter of 2010 as 1,000 points, 2,050 points and 3,050 points respectively.
It is IIROC's policy that it will coordinate trading halts with U.S. markets, but for days when Canadian markets are open and American markets are closed, IIROC has published related triggers based on drops in the S&P/TSX Composite Index. The TSX trigger levels are: Level 1 (10%) - 1,150 points; Level 2 (20%) - 2,350 points and Level 3 (30%) - 3,500 points, with the effects of the triggers depending on the time of day the threshold drop occurs. Triggering the Level 1 threshold between 2:00 and 2:30 p.m. results in a 30 minute halt in trading, while trading would be shut down for the rest of the day should a Level 3 halt occur.
Posted on June 25, 2010
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.
Posted on June 24, 2010
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.
Posted on June 18, 2010
We have now updated our post on the regulators' G20 plans to include an announcement by the MFDA.
Posted on June 16, 2010
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.
Posted on June 10, 2010
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.
Posted on June 8, 2010
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.
Posted on June 4, 2010
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.
Posted on May 31, 2010
Citing the lack of a central database containing comprehensive and readily accessible data regarding orders and executions, the U.S. Securities and Exchange Commission proposed a new rule on May 26 that would require SROs to establish a consolidated audit trail system. Under the new system, exchanges and FINRA, as well as their members, would be required to provide certain information to the central repository regarding each quote and order in a National Market System (NMS) security.
Such a consolidated system would be intended to: (i) provide regulators direct and timely access to uniform consolidated order and execution information for all orders in NMS securities from all participants across all markets; (ii) enable SROs to better fulfill their regulatory responsibilities to oversee their markets and members; and (iii) enable the SEC to better carry out its oversight of the NMS for securities.
The SEC is accepting public comments on the proposal for 60 days after its publication in the Federal Register.
Posted on May 28, 2010
The Investment Industry Regulatory Organization of Canada (IIROC) today proposed a new rule intended to "clearly articulate that any personal financial dealing with clients, subject to limited exemptions, is considered inappropriate conduct, a conflict of interest and a violation of the general business conduct standards." Prohibited conduct would include receiving direct or indirect benefits or other considerations from clients (other than through a Dealer Member), entering into private settlement agreements with clients, lending money or borrowing money from clients, and having any control or authority over the financial affairs of clients. Amendments to the current Rule 18.14 were also proposed in order to clarify that outside business activities require disclosure to, and approval by, Dealer Members.
Comments on the proposals are being accepted by IIROC for 90 days from today's publication.
Posted on May 28, 2010
The Canadian Securities Administrators (CSA) and the Investment Industry Regulatory Organization of Canada (IIROC) today provided an update on their review of market structure issues such as dark pools. The update provides an overview of the views expressed at a consultation forum recently held by the two organizations to discuss Consultation Paper 23-404 Dark Pools, Dark Orders, and Other Developments in Market Structure in Canada. Some of the themes that emerged during the forum included the practice of broker preferencing at the marketplace level and internalization of order flow, the practice of dark pools sending Indications of Interest to attract order flow and the use of market pegged orders. The notice also provides a summary of comments received with respect to the Consultation Paper and states that the CSA and IIROC continue to consider market structure issues and welcome further comments.
Posted on May 27, 2010
The U.S. Financial Industry Regulatory Authority (FINRA) released a Regulatory Notice on May 26 requesting comments on proposed rule amendments intended to enhance the oversight of broker-dealers' back office operations. The proposed amendments would create a registration category for operations professionals engaged in, or supervising, activities relating to sales and trading support and the handling of customer assets. A new qualification exam for operations professionals would be established as well as continuing education requirements. Comments on FINRA's proposal are being accepted until July 12, 2010.
Posted on May 21, 2010
CDS Clearing and Depository Services (CDS) has proposed amendments to its procedures to allow qualified CDS participants to issue and maintain security positions in CDSX in an uncertificated format. According to CDS, the amendments would provide "another option for issuers to issue their securities and is a further step supporting the Canadian capital markets' move towards a dematerialized environment." CDS is accepting comments on its proposed amendments for the next 30 calendar days.
Posted on May 18, 2010
Last Friday, the Canadian Securities Administrators (CSA) announced that it was conducting, along with the Investment Industry Regulatory Organization of Canada (IIROC), a "comprehensive analysis" of the events of May 6th with respect to market volatility in the U.S. and Canada. Specifically, the CSA and IIROC state that they will engage in "active dialogue" with other regulators, marketplaces and market participants to consider market volatility issues. Further, they intend to examine electronic trading issues and the appropriateness of the existing circuit breaker policies. For more information on the response of regulators to the events of earlier this month, see our post of May 11.
Posted on May 14, 2010
The Investment Industry Regulatory Organization of Canada (IIROC) has announced that effective June 14, its Dealer Members will be able to download an online report listing the post licensing requirements and corresponding due dates of its relevant employees. Post licensing requirements are set out in IIROC's Dealer Member Rules and include certain courses and examinations. With the creation of online reporting, IIROC will no longer be providing email notifications listing such requirements.
Posted on May 14, 2010
The Investment Industry Regulatory Organization of Canada (IIROC) released an update to the annotated Universal Market Integrity Rules (UMIR) yesterday that incorporates changes to the rules, guidance issued and disciplinary decisions made since June 1, 2008. The annotated rules are current as of April 1, 2010.
Posted on May 13, 2010
The Committee on Payment and Settlement Systems (CPSS) and the Technical Committee of the International Organization of Securities Commissions (IOSCO) released two reports yesterday regarding OTC derivatives. The first, Guidance on the application of the 2004 CPSS-IOSCO Recommendations for Central Counterparties to OTC derivatives CCPs, provides guidance to central counterparties clearing OTC derivatives in applying the Technical Committee's 2004 recommendations. Considerations for trade repositories in OTC derivatives markets, meanwhile, provides a set of considerations for trade repositories in OTC derivatives markets and relevant authorities.
Posted on May 12, 2010
The Technical Committee of the International Organization of Securities Commissions (IOSCO) recently released a consultation report addressing recent regulatory initiatives that impact credit rating agencies. Specifically, the report is intended to evaluate whether, and if so how, international initiatives implement the four IOSCO principles regarding credit rating agencies, being: (i) quality and integrity in the rating process; (ii) independence and conflicts of interest; (iii) transparency and timeliness of ratings disclosure; and (iv) confidential information.
IOSCO is accepting public comments on the report until August 6, 2010.
Posted on May 11, 2010
As regulators continue to investigate last Thursday's extreme market volatility, the Investment Industry Regulatory Organization of Canada (IIROC) has announced that it has re-priced or cancelled various trades occurring during the market slide. Various U.S. markets have also announced that they would cancel trades (see for example announcements from NYSE Arca and NASDAQ). Meanwhile, the Securities and Exchange Commission (SEC) announced yesterday that it has met with the leaders of the Financial Industry Regulatory Authority, NASDAQ, BATS, Direct Edge, ISE and the CBOE, and that all parties have agreed on a structural framework for strengthening circuit breakers and handling erroneous trades.
Today, the SEC and Commodity Futures Trading Commission announced the formation of a joint committee to address "emerging regulatory issues", with the first item on the committee's agenda being a review of last Thursday's market events. Meanwhile, SEC Chairman Mary Schapiro testified before the Financial Services Committee's Subcommittee on Capital Markets, Insurance and Government Sponsored Enterprises this afternoon to summarize the events of May 6, provide an overview of the current market structure and discuss various regulatory tools to be considered "in determining how best to maintain fair and orderly financial markets and to prevent severe market disruptions in the future."
Posted on May 7, 2010
It was announced on May 4 that the U.S. Financial Industry Regulatory Authority (FINRA) would be assuming the market surveillance and enforcement functions currently conducted by NYSE Regulation. Under the agreement, which is subject to review by the Securities and Exchange Commission, FINRA would assume the regulatory functions for NYSE Euronext's U.S. equities and options markets, being the NYSE, NYSE Arca and NYSE Amex.
Posted on April 30, 2010
The Investment Industry Regulatory Organization of Canada (IIROC) published a notice on April 28 providing guidance related to UMIR obligations to mark orders to purchase or sell securities for insiders or significant shareholders. The notice anticipates the upcoming implementation on April 30 of the new insider reporting regime and provides answers to frequently asked questions regarding the UMIR obligations. Questions considered include, among others: (i) whether every order for an insider of a particular security must contain a marker; (ii) when a participant can rely on "know your client" information to establish whether a marker is required; and (iii) whether a marked order can be bundled together with orders for those that are not reporting insiders.
Posted on April 30, 2010
On April 28, the Investment Industry Regulatory Organization of Canada (IIROC) recommended a new dealer regulation fee model that would incorporate a "rate by revenue tier" approach, while reducing the level of fee disparity among dealer members. Fees for smaller members would be increased and fee disparity for the largest firms would be reduced. Rates would also be published and made available to dealer members annually. According to IIROC, the new model would help achieve "a fair fee model". Comments are being accepted on the new model until June 28.
Posted on April 23, 2010
The Investment Industry Regulatory Organization of Canada (IIROC) today published proposed amendments to UMIR respecting market maker, odd lot and other marketplace trading obligations. Specifically, the proposals would replace the definition of "Market Maker Obligations" with a definition of "Marketplace Trading Obligations" in order to provide marketplaces with more flexibility in structuring their market making systems.
Market maker obligations are obligations imposed by the rules of a recognized exchange or recognized quotation and trade reporting system (QTRS) on a person to guarantee (i) a two-sided market for a particular security on a continuous or reasonably continuous basis; and (ii) the execution of orders for the purchase or sale of a particular security which are less than a minimum number of units of the security as designated by the marketplace. The new definition, however, would allow exchanges and QTRSs to structure their market maker systems to provide one or both of the above functions and allow marketplaces to provide for an odd-lot arrangement by contract. The proposed amendments would also make consequential amendments to conform the language used in various UMIR provisions to the new definition.
Comments on the proposals are being accepted by IIROC until June 24, 2010.
Posted on April 23, 2010
The Investment Industry Regulatory Organization of Canada (IIROC) recently released its Strategic Plan for 2010-2012. The plan describes IIROC's vision and values and sets out the challenges it faces in fulfilling its mandate. Specifically, the plan discusses the following goals:
- Promoting a culture of compliance and high standards among those subject to IIROC's jurisdiction. This will include a reorganization of IIROC's rules to enhance comprehension, providing compliance examination findings and recommendations to members and undertaking periodic industry-wide compliance audits.
- Delivering effective, efficient and expert regulation. Projects that IIROC will undertake in pursuit of this goal include the implementation of a risk-based methodology for registration and completing its framework approach to IFRS.
- Maintaining market integrity by actively monitoring market structure developments and market-related events. IIROC states that it will reduce timelines to complete enforcement investigations and bring proceedings, clarify roles and relationships in order to strengthen the client/adviser relationship and continue to develop its policies respecting OTC and debt markets.
- Ensuring that it discharges its responsibilities in a cost-effective manner, which will include the implementation of an equitable Dealer and Marketplace Member fee model.
- Maintaining a confident and well-trained staff.
Posted on April 22, 2010
Earlier this week, the Investment Industry Regulatory Organization of Canada (IIROC) announced that CSI Global Education, the exclusive course provider to IIROC for entrance level proficiency requirements, will now begin releasing exam pass rates for IIROC licensing courses. CSI will provide pass rate data annually to member firms for those "key" CSI regulatory courses required by IIROC.
Posted on April 22, 2010
Pursuant to changes to MFDA Policy No. 3 Complaint Handling, Supervisory Investigations and Internal Discipline that took effect on February 1, the MFDA recently published a notice intended to provide for guidance in interpreting the requirements of the revised policy.
Posted on April 22, 2010
The Mutual Fund Dealers Association of Canada (MFDA) recently published a Leverage Supervision Guide to assist its members in meeting their suitability requirements pursuant to MFDA Rule 2.2.1(c).
Pursuant to MFDA Rule 2.2.1(c), MFDA members and approved persons must use due diligence to "ensure that each order accepted or recommendation made for any account of a client is suitable for the client and in keeping with the client's investment objectives". Suitability guidelines were released in April 2008 by the MFDA and the recently-published Guide is intended to provide further guidance and recommended best practices on developing leverage policies and procedures, analyzing practices, maintaining appropriate documentation and supervision of leverage recommendations.
On April 6, meanwhile, the MFDA published revised leverage risk disclosure, which its members must start providing to clients as of July 1.
Posted on April 21, 2010
The Investment Industry Regulatory Organization of Canada (IIROC) announced on April 19 that it has decided to cancel the industry business continuity planning test scheduled for June 26, 2010. The voluntary test, in which IIROC encourages all Dealer Members to participate, has been rescheduled to September 10, 2011
Posted on April 9, 2010
The Investment Industry Regulatory Organization of Canada (IIROC) today published proposed amendments to its Dealer Member Rules intended "to promote compliant trade matching practices, as well as to eliminate the sending of duplicative trade related correspondence to clients." Specifically, amendments to Rule 800.49 would: (i) extend the trade reporting requirement; (ii) define a "non-exchange trade"; (iii) provide guidance to allow Dealer Members to classify trades as being either compliant or non-compliant with reporting requirements; and (iv) establish an acceptable monthly compliant trade percentage threshold. Rule 200.1(h) is also subject to change, as an exemption to the trade confirmation requirement would be added in cases where certain conditions were met.
Posted on April 6, 2010
On April 1, the Investment Industry Regulatory Organization of Canada (IIROC) published a notice relating to securities trading halts in coordination with the application of 'circuit breakers' on U.S. markets. In the U.S., trading halts occur based on trigger levels of 10%, 20% and 30% drops of the Dow Jones Industrial Average, calculated at the beginning of each quarter using the previous month's average closing value. The NYSE thresholds have been announced for the second quarter of 2010 as 1,050 points, 2,150 points and 3,200 points respectively.
It is IIROC's policy that it will coordinate trading halts with U.S. markets, but for days when Canadian markets are open and American markets are closed, IIROC has published related triggers based on drops in the S&P/TSX Composite Index. The TSX trigger levels are: Level 1 (10%) - 1,200 points; Level 2 (20%) - 2,400 points and Level 3 (30%) - 3,600 points, with the effects of the triggers depending on the time of day the threshold drop occurs. Triggering the Level 1 threshold between 2:00 and 2:30 p.m. results in a 30 minute halt in trading, while trading would be shut down for the rest of the day should a Level 3 halt occur.
Posted on April 1, 2010
On March 26, the Investment Industry Organization of Canada (IIROC) published proposed guidance respecting “locked” and “crossed” markets. The proposed guidance would replace previous guidance that was recently repealed in light of amendments to National Instrument 23-101 Trading Rules. Specifically, IIROC’s proposed guidance would provide assistance in complying with the relevant provisions of NI 23-101 and its Companion Policy, as well as with the “best price” and “best execution” obligations under UMIR.
Posted on March 29, 2010
On March 22, the Mutual Fund Dealers Association of Canada (MFDA) released a bulletin in which it discussed the "significant financial compliance deficiencies" identified during on-site examinations of its member firms. Specifically, the bulletin identified the following serious deficiencies: (i) incorrect margin rate applied to securities owned; (ii) securities not held at acceptable securities locations; (iii) incomplete reporting on Form 1; (iv) trust bank accounts not reconciled to back office system; and (v) nominee name client assets not reconciled to third party information on a monthly basis. According to the MFDA, such deficiencies are often "a result of a firm not adequately managing or considering the capital implications of significant changes in their business".
Meanwhile, an MFDA bulletin released on the same day reviewed common deficiencies identified during MFDA staff's review of auditor working paper files. Financial audits of MFDA members occur in accordance with Rule 3.5.1(b) and the MFDA intended the bulletin "to enhance awareness and understanding of the special audit requirements for external auditors".
Posted on March 26, 2010
The Ontario Securities Commission (OSC) announced today that it has approved amendments to MFDA Rule 2.4.1 to allow Approved Persons of MFDA Member firms to have remuneration from the Member paid directly to an unregistered corporation, subject to certain conditions. The final version of the amendments include changes made since their initially publication for comment in June 2009.
Posted on March 26, 2010
Earlier today, the Investment Industry Regulatory Organization of Canada (IIROC) released proposed amendments to its rules respecting business conduct and client accounts. Specifically, proposed Rule 3100 - Business Conduct would consolidate various current rules relating to business conduct and impose on Dealer Members a duty to use due diligence to ensure orders and recommendation are within the bounds of good business practice. Meanwhile, proposed Rule 3200 - Client Accounts would also consolidate various rules and impose responsibilities on Dealer Members with respect to, among other things, client identification, account information, discretionary trading and conflicts of interest. A table of concordance was also released by IIROC, which is accepting comments on the proposals for 90 days.
Posted on March 26, 2010
On March 10, 2010, the Investment Industry Regulatory Organization of Canada (IIROC) published a guidance note outlining its expectations with respect to Dealer Members reporting changes to their business models. According to IIROC, it is "essential" that it be made aware of "significant changes" to a member's business model as such reporting will enable more efficient and effective regulatory supervision. While a "significant change" depends on the circumstances of each case, the note provides some examples of changes that are expected to be reported. Further, IIROC expects the notifications to be thorough and detailed so as to allow it to "fully understand and assess" the changes to the business model.
Posted on March 5, 2010
The Canadian Securities Administrators (CSA) and the Investment Industry Regulatory Organization of Canada (IIROC) are hosting a forum on March 23 at the Design Exchange in Toronto to discuss Consultation Paper 23-404, "Dark Pools, Dark Orders, and Other Developments in Market Structure in Canada", published in September 2009. Interested parties can register on the IIROC website.
Posted on February 11, 2010
IIROC yesterday repealed an earlier notice that provided guidance on "locked" and "crossed" markets in the context of a dealer's obligations under the Universal Market Integrity Rules (UMIR). The repeal of the guidance results from recent amendments to NI 23-101 Trading Rules and its Companion Policy, which contain provisions regarding locked and crossed markets.
Posted on February 8, 2010
On February 5, the Investment Industry Regulatory Organization of Canada (IIROC) published for comment its draft rules notice, "Requirements and Best Practices for distribution of non-arm's length investment products", which addresses the regulatory concerns raised by the distribution by a Dealer Member to its clients of investment products issued by the Member itself, an issuer, or a selling securityholder with which a Member does not deal at arm's length or is otherwise connected. The draft notice sets out IIROC staff's expectations regarding distributions by Dealer Members of non-arms length investment products and provides guidance to assist Dealer Members in meeting their regulatory obligations to their clients. The draft notice also includes a new requirement that Dealer Members must notify IIROC in advance of the initial distribution of non-arms length investment products. In publishing the draft requirements, IIROC cited concerns regarding potential conflicts of interest, product due diligence and client suitability.
Posted on February 3, 2010
Yesterday, the Committee on Payment and Settlement Systems (CPSS) and the International Organization of Securities Commissions (IOSCO) announced the launch of a comprehensive review of financial market infrastructure standards, including payment systems, securities settlement systems and central counterparties. The review, which will be led by CPSS members (consisting of central banks, including the Bank of Canada), members of the IOSCO Technical Committee (which includes the OSC and AMF), the IMF and World Bank, is part of an initiative "to reduce the risks that arise from interconnectedness in the financial system."
Posted on February 1, 2010
CDS Clearing and Depository Services Inc. (CDS) recently published proposed amendments to its rules regarding the processes for issuing, transferring and maintaining custody of money market securities in CDSX. Specifically, the amendments (i) clarify the process by which securities become eligible for CDSX; (ii) provide for an exception allowing CDS to release confidential information concerning a participant where the information concerns material risk events; (iii) create a single, uniform qualification for all participants acting as issuer agents; and (iv) create new internal control standards for participant issuer agents.
CDS is accepting comments on the proposed amendments for 30 calendar days following the January 29th publication of the proposals.
Posted on January 28, 2010
Amendments to MFDA Policy No. 3 Complaint Handling, Supervisory Investigations and Internal Discipline and consequential amendments to related MFDA rules and policies are scheduled to come into effect on February 1, 2010. The amendments are intended to provide "additional guidance with respect to the standards that Members should have in place regarding complaint handling and supervisory investigations" as well as consistency with the new registration regime and IIROC complaint handling requirements. The amended Policy No. 3 considers such issues as the assessment and handling of complaints, settlement agreements, supervisory investigations, internal discipline and record retention.
Posted on January 8, 2010
The Investment Industry Regulatory Organization of Canada (IIROC) today announced that securities regulators have approved amendments to the Universal Market Integrity Rules (UMIR) respecting trading during certain securities transactions. Rule 7.7 of the UMIR governs the activities of dealers, issuers and others in connection with a distribution of securities, securities exchange take-over bid, issuer bid or amalgamation, arrangement, capital reorganization or similar transaction. Rule 7.7, paralleled OSC Rule 48-501 Trading During Distributions, Formal Bids and Share Exchange Transactions prior to approval of these amendments. While some provisions of Rule 7.7 will now differ from OSC Rule 48-501, both rules will remain substantively similar and it is intended they will be applied in a consistent manner. Among other things, the amendments:
- modify the exemption governing bids or purchases of certain securities during restricted periods by permitting such bids at the best independent bid price at the time of order entry rather than at the last independent sale price;
- replace the requirement that a mutual fund be designated by the market regulator prior to qualifying as an exempt exchange-traded fund with a provision that any mutual fund with units that are listed or quoted security in continuous distribution in accordance with legislation would qualify unless the regulator has designated the mutual fund to be a security excluded from the definition of "Exempt Exchange-traded Fund";
- clarify the definition and interpretation of "restricted period";
- clarify the types of private placements that may become subject to restrictions under Rule 7.7 of UMIR;
- clarify that in determining the "best ask price" or "best bid price", reference is made only to orders contained in a consolidated market display for a marketplace that is then open for trading; and
- make further consequential and editorial amendments.
The amendments are effective as of today, January 8, 2010.
Posted on January 8, 2010
Yesterday, the Investment Industry Regulatory Organization of Canada (IIROC) announced changes to the Complaints and Settlement Reporting System (ComSet) in order to ensure "more accurate tracking and management of client complaints." Specifically, IIROC is making changes to the details of client information reported by its members on the ComSet system in order to enhance the accuracy of information reported.
Posted on January 7, 2010
On December 23, the Mutual Fund Dealers Association of Canada (MFDA) published proposed consequential amendments to its rules intended to ensure consistency with the new registration regime under National Instrument 31-103 Registration Requirements and Exemptions. Specifically, the amendments would impact the rules respecting proficiency requirements, referral arrangements, standards of supervision, client reporting and record retention. Meanwhile, MDFA Policy No. 6 Information Reporting Requirements would also be amended.
Comments on the proposals are being accepted until March 23, 2010.
Posted on January 5, 2010
Yesterday, the Investment Industry Regulatory Organization of Canada (IIROC) published a notice relating to securities trading halts in coordination with the application of 'circuit breakers' on U.S. markets. In the U.S., trading halts occur based on trigger levels of 10%, 20% and 30% drops of the Dow Jones Industrial Average, calculated at the beginning of each quarter using the previous month's average closing value. The NYSE thresholds have been announced for the first quarter of 2010 as 1,050 points, 2,100 points and 3,150 points respectively.
It is IIROC's policy that it will coordinate trading halts with U.S. markets, but for days when Canadian markets are open and American markets are closed, IIROC has published related triggers based on drops in the S&P/TSX Composite Index. The TSX trigger levels are: Level 1 (10%) - 1,150 points; Level 2 (20%) - 2,300 points and Level 3 (30%) - 3,450 points, with the effects of the triggers depending on the time of day the threshold drop occurs. Triggering the Level 1 threshold between 2:00 and 2:30 p.m. results in a 30 minute halt in trading, while trading would be shut down for the rest of the day should a Level 3 halt occur.
Posted on December 23, 2009
On December 22, 2009, the Investment Industry Regulatory Organization of Canada (IIROC) published guidance for members on maintaining an adequate branch supervisory program. The notice follows a review by IIROC of the branch supervision processes of various IIROC members in early 2009. The published notice identifies common concerns with members' branch audit programs and outlines a number of best practices in response to each concern.
Posted on December 22, 2009
On August 19, the Investment Industry Regulatory Organization of Canada (IIROC) published a rules notice respecting the anticipated implementation of its client complaint handling rule proposals. On December 22, IIROC announced the approval of these rules by the applicable securities regulatory authorities, with minor changes. The amendments are intended to establish an effective framework for the client complaint process by setting out standards and timelines for firms to acknowledge, investigate and respond to client complaints regarding alleged misconduct relating to the handling of client accounts.
Specifically, firms have five business days under the new standards to acknowledge receipt of a complaint and must investigate and respond to the client within 90 days. Responses must be presented in a fair and clear manner, and the notice provides further details respecting the required contents of a firm's response. Where a firm is unable to meet the 90 day timeframe, it will be expected to explain the reason for the delay to the client and IIROC. Further a Designated Complaints Officer must be appointed to manage the complaint handling process and to act as a liaison with IIROC.
The new standards take effect on February 1, 2010.
Posted on December 18, 2009
Citing investor need for "access to a straightforward, expeditious dispute resolution system", on Wednesday the Investment Industry Organization of Canada (IIROC) issued a request for comments regarding the review of its arbitration program. IIROC's program review began in the fall of 2008 and the immediate notice considers the results attained.
The notice acknowledges the declining use of the program (only eight cases have been initiated this year) and discusses improvements to the program as well as IIROC's proposal to increase the award limit. Specifically, IIROC has taken steps to consolidate the program's infrastructure, standardize reporting to IIROC and compile statistical information about the program. IIROC also seeks to increase the award limit under the arbitration program to $350,000 and seeks public comment on this proposal as well as suggestions to improve the effectiveness and utilization of the program.
Comments are being accepted until March 16, 2010.
Posted on December 17, 2009
On December 1, Susan Wolburgh Jenah, President and CEO of the Investment Industry Regulatory Organization of Canada (IIROC) spoke at the Compliance Legal Section's annual compliance conference in Toronto. Ms. Jenah discussed the initiatives undertaken by IIROC over the past year, including improving the quality and timeliness of IIROC guidance with a focus on new and complex products and also provided hints of things to expect over the course of the next year.
Specifically, Ms. Jenah discussed a number of initiatives currently being developed by IIROC, including:
The last three items were the subject of published proposals over the last year and, according to Ms. Jenah, are in various stages of development and consultation.
Posted on November 27, 2009
The Mutual Fund Dealers Association of Canada (MFDA) yesterday released a bulletin regarding the upcoming transition to IFRS. The bulletin follows up on an earlier request for comment published by the MFDA in June 2009 that considered whether to require all MFDA Members to submit financial reporting to the MFDA based on IFRS or whether to limit the requirement only to those Members that would likely be considered "publicly accountable enterprises".
Despite concern that a universal requirement would increase costs for those Members that would not otherwise be required to convert to IFRS, the MFDA has decided to adopt the new standard for all Members. According to the MFDA, this approach will not have a significant impact on Members and ensures "that consistent, fair and cost-effective regulatory oversight of the membership continues." Further, the MFDA intends to publish proposed changes to reporting requirements and appropriate departures from IFRS (such as where the regulatory benefit from requiring IFRS compliance would be minimal) sometime in the future.
Posted on November 20, 2009
The Investment Industry Regulatory Organization of Canada (IIROC) is hosting a compliance-focused conference on December 1 in Toronto. The conference, targeted to employees of compliance, legal and related departments of IIROC member firms, will be considering issues respecting best execution and trade through, the client relationship model and current legal trends. Online registration is available here.
Posted on November 13, 2009
On November 10, the Investment Industry Regulatory Organization of Canada (IIROC) provided an update on its testing of Dealer Members' business continuity plans. While the tests are conducted on a voluntary basis, IIROC also stated that it "strongly urges" all members to participate in such tests as they "represent a valuable opportunity for Dealer Members to supplement their respective mandatory, in house annual tests which are required under IIROC regulation."
Posted on October 30, 2009
The Ontario Securities Commission has now approved amendments filed by CDS Clearing and Depository Services regarding the additional collateral requirements for participants of the New York Link service. As described in our previous post, the additional requirements take effect on November 1.
Posted on October 26, 2009
In light of concerns regarding the H1N1 Flu, the Investment Industry Regulatory Organization of Canada (IIROC) is reminding its members of their obligations under IIROC Rule 17.16 to have adequate business continuity plans in effect. Specifically, IIROC is recommending that members ensure that such plans are "up-to-date and cover business disruptive scenarios, including potential pandemic scenarios."
Posted on October 26, 2009
The Investment Industry Regulatory Organization of Canada (IIROC) has published a market regulation policy update for October 2009. The policy update briefly reviews the status of new rules yet to be implemented (reporting of extended failed trades and trade variations and cancellations), those currently under development (trade-through protection and market stabilization) and considers recent issues such as dark pools and short sales. The update also states that IIROC is currently analyzing the use of circuit breakers by stock exchanges around the world and that a proposal for further study has been prepared. According to IIROC, the research thus far "is inconclusive as to the effectiveness of circuit breakers on a global scale."
Posted on October 22, 2009
Yesterday (October 21), the Investment Industry Regulatory Organization of Canada released a notice responding to "recurring questions" received by its staff regarding the new approval categories for "Executives" and "Supervisors" under the new registration regime. Specifically, the notice describes those individuals that must be approved under one of the above noted categories, as well as considering the proficiency requirements for Supervisors.
Posted on October 14, 2009
IIROC is expected to release its annual webcast regarding enforcement issues this afternoon at 4:00 p.m. EDT. The webcast will be available on-demand anytime after its release. A French version of an earlier webcast regarding conflicts of interest will also be released.
Posted on October 5, 2009
On October 2, the Investment Industry Regulatory Organization of Canada (IIROC) published draft guidance respecting its members' know-your-client and suitability obligations. The draft guidance does not seek to amend relevant requirements, but rather "sets out IIROC's interpretation, expectations and suggested best practices" respecting meeting current obligations. The note discusses issues such as new account application requirements, know-your-client information and product suitability.
Considering the "significance of the subject matter", IIROC is accepting comments on the draft guidance until December 16, 2009.
Posted on October 2, 2009
On October 1, the Investment Industry Regulatory Organization of Canada (IIROC) published a guidance note relating to securities trading halts in coordination with the application of 'circuit breakers' on U.S. markets. In the U.S., trading halts occur based on trigger levels of 10%, 20% and 30% drops of the Dow Jones Industrial Average, calculated at the beginning of each quarter using the previous month's average closing value. The NYSE thresholds have been announced for the fourth quarter of 2009 as 950 points, 1,950 points and 2,900 points respectively.
It is IIROC's policy that it will coordinate trading halts with U.S. markets, but for days when Canadian markets are open and American markets are closed, IIROC has published related triggers based on drops in the S&P/TSX Composite. The TSX trigger levels are: Level 1 (10%) - 1,150 points; Level 2 (20%) - 2,250 points and Level 3 (30%) - 3,400 points, with the effects of the triggers depending on the time of day the threshold drop occurs. Triggering the Level 1 threshold between 2:00 and 2:30 p.m. results in a 30 minute halt in trading, while trading would be shut down for the rest of the day should a Level 3 halt occur.
Posted on September 30, 2009
The Canadian Securities Administrators (CSA) and the Investment Industry Regulatory Organization of Canada (IIROC) today announced the publication of Joint Consultation Paper 23-404, entitled "Dark Pools, Dark Orders, and Other Developments in Market Structure in Canada". The paper discusses the evolution of the Canadian market and specifically considers the emergence of multiple marketplaces. The lack of transparency associated with some alternative trading systems is noted and specific questions are raised regarding dark pools, dark orders, market pegged orders and smart order routers.
Written submissions on the issues set out in the consultation paper are being accepted until December 29, 2009. The CSA and IIROC also stated that they intend to convene a roundtable to discuss the issues and the submissions received.
Posted on September 28, 2009
Earlier this month, the Mutual Fund Dealers Association of Canada published a bulletin advising its Members of expected changes to its rules and Member practices due to the implementation of National Instrument 31-103 Registration Requirements and Exemptions. The bulletin specifically considers changes to proficiency requirements and categories of registration, new client mobility provisions, the harmonization of requirements for referral arrangements and changes to the frequency and content of account statements. A second bulletin, published a few days after the first, clarified record-keeping requirements for branch managers.
Posted on September 22, 2009
As previously announced by CDS Clearing and Depository Services (CDS), effective November 1, 2009, CDS sponsored participants of the New York Link service will be subject to expanded collateral requirements. On August 14, CDS proposed amendments that would require New York Link service participants to pledge additional collateral to CDS and require both New York Link and DTC Direct Link participants to post collateral to support newly created participant funds for each of these services. CDS has now published additional changes to the proposed amendments published on August 14.
The additional changes include: (i) the removal of U.S. dollar cash as an acceptable form of collateral for the participant funds for New York Link and DTC Direct Link; (ii) an adjustment of the collateral requirement deadlines for the National Securities Clearing Corporation (NSCC) participant fund for New York Link participants; (iii) the adjustment of the deadline for participants to request the withdrawal of excess cash collateral from the NSCC participant fund held by the NSCC for New York Link; (iv) changes to holiday processing for the NSCC participant fund for New York Link; (v) information on how participants can pledge collateral to the New York Link and DTC Direct Link participant funds managed by CDS; and (vi) service suspension.
Comments on the proposed amendments are being accepted by CDS for 30 days following the publication of the above notice in the OSC Bulletin.
Posted on September 17, 2009
The Investment Industry Regulatory Organization of Canada (IIROC) announced yesterday the approval of amendments to its Dealer Member Rules related to the implementation of registration reform. Proposed amendments were originally published for comment on September 26, 2008 and an amended proposal was published on July 17, 2009. The final version of the amendments, having incorporated the suggestions of the securities regulators, have now been approved by the regulators. The amendments will, among other things, reduce the number of approval categories from 46 to 11, merge supervisory categories and implement a principles-based approach to supervision. Most of the amendments will be effective on September 28, 2009 in conjunction with National Instrument 31-103 Registration Requirements and Exemptions.
Posted on September 15, 2009
On September 2, the Mutual Fund Dealers Association of Canada (MFDA) announced the publication of a reference guide "to assist Members in the development of adequate written policies and procedures", as required by MFDA Rule 2.10. The MFDA states that the policies and procedures of Members should, at a minimum, include the topics described in the guide. The required topics are presented in the form of a reference chart, with references provided to specific rules, notices and policies.
Posted on September 2, 2009
On August 28, the Ontario Court of Appeal released its decision in Taub v. Investment Dealers Association of Canada, a case respecting the jurisdiction of the Investment Dealers Association, (now merged with Regulation Services to form the Investment Industry Regulatory Organization of Canada (IIROC)), to discipline former members. The IDA's rules and bylaws, by which members agreed to be governed, specified that the IDA had jurisdiction over former members for the purposes of discipline for five years after one's membership ended. In this case, the IDA brought disciplinary procedures against Taub a year after he ceased being a member of the association. Taub challenged the IDA's jurisdiction over former members, but was unsuccessful before the association's hearing panel in this regard. On review, the Ontario Securities Commission agreed that the IDA had jurisdiction over Taub. The Divisional Court, however, overturned the findings of the IDA panel and the OSC. In doing so, the Divisional Court found that section 21.1(3) of Ontario's Securities Act made no provision for the regulation of former members which, therefore, limited the reach of the IDA's jurisdiction to current members.
In the immediate appeal, the Ontario Court of Appeal found that the OSC's reasons were clear and understandable and that they justified the result reached by the Commission. The Court of Appeal disagreed that the language of s. 21.1(3) limited the jurisdiction of the IDA and ultimately set aside the decision of the Divisional Court.
Posted on August 28, 2009
The Investment Industry Regulatory Organization of Canada announced on Tuesday that it had approved the addition of Rule 41 to its Dealer Member Rules. Rule 41 outlines the obligations of IIROC and its Dealer Members to the Canadian Investor Protection Fund (CIPF), including the payment of CIPF assessments and compliance with actions that the CIPF requests be taken. The CIPF, created in 1969, protects investors by ensuring the return of customers' securities, cash and other property in the case of the bankruptcy of an IIROC Dealer Member.
Posted on August 28, 2009
The Investment Industry Regulatory Organization of Canada (IIROC) published a notice yesterday with respect to the best execution and best price obligations of Participants under the Universal Market Integrity Rules (UMIR). The notice is not intended to change previous guidance on "best execution" and "best price" obigations, but "simply reminds Participants of their obligations given that securities listed on the TSXV now trade on other marketplaces."
Rule 5.1 of UMIR states that Participants "shall diligently pursue the execution of each client order on the most advantageous terms for the client as expeditiously as practicable under prevailing market conditions" and the notice makes clear that, in doing so, Participants are expected to consider trade and order information from all marketplaces that trade the same securities. With respect to Rule 5.2, IIROC states that Participants must review its policies and procedures "on an ongoing basis to reflect changes to the trading environment and market structure (which would include the fact that securities listed on TSXV now trade on multiple marketplaces)."
The notice notes that while over 98% of trades and volume in TSXV-listed securities are made through the TSXV, an increase in trading activity on alternative trading systems "indicates that trading opportunities in TSXV-listed securities are increasingly available" on such alternate systems.
Posted on August 20, 2009
On Wednesday, the Investment Industry Regulatory Organization of Canada released a rules notice respecting the anticipated implementation of its client complaint handling rule proposals. IIROC first proposed amendments to its Dealer Member Rules to establish a framework for complaint handling in February 2009, and the proposals just released incorporate what IIROC has described as "minor" changes in response to public comments received. The complaint handling process requires Dealer Members to appoint a designated complaints officer and establish written complaint-handling procedures, while also setting out the general process and timelines for responding to complaints.
IIROC has submitted its proposals to the Canadian Securities Administrators (CSA) for final approval and the proposals will become effective 30 days after CSA approval and the issuance of an IIROC rules notice. Thus, IIROC advises Dealer Members to start preparing for implementation. A black-line copy reflecting changes to its earlier proposal was also provided.
Posted on August 14, 2009
As previously announced by CDS Clearing and Depository Services (CDS) effective November 1, 2009, CDS sponsored participants of the New York Link Service will be subject to expanded collateral requirements. CDS is proposing amendments that will require New York Link service participants to pledge additional collateral to CDS and require both New York Link and DTC Direct Link participants to post collateral to support newly created participant funds for each of these services. The amendments also clarify the process by which New York Link and DTC Direct Link participants can comply with the new collateral and funding requirements.
As CDS is subject to DTC's firm deadline of November 1, 2009, the proposed amendments have been published for a 30-day comment period.
Posted on August 14, 2009
The Ontario Securities Commission has approved amendments to TSX Rule 4-403 of the Toronto Stock Exchange Rule Book and Policies. The amendments, originally published for comment on March 27, 2009, update the order marking requirements of the rule and introduce a requirement for participating organizations to mark orders entered for the account of an issuer pursuant to a normal course issuer bid.
Posted on August 5, 2009
On August 4, the Investment Industry Regulatory Organization of Canada published a notice providing additional guidance regarding amendments to its Dealer Member Rules related to the implementation of the registration reform project. The notice covers: (i) the approval of Ultimate Designated Persons and Chief Compliance Officers; (ii) the approval category of "Supervisor" and timelines for meeting the new approval requirements; (iii) new record-keeping requirements for Dealer Members; (iv) changes to business types; (v) automatic transfers; and (vi) approval notices. The amendments to IIROC's Dealer Member Rules were published on July 17.
Posted on July 31, 2009
The Investment Industry Regulatory Organization of Canada (IIROC) today published a guidance note respecting the procedures for executing designated trades under the Universal Market Integrity Rules (UMIR) by a Participant as principal that involve a distribution to clients of a significant block of stock of a listed security. The notice provides guidance in the form of questions and answers respecting the procedures for executing such trades.
Posted on July 31, 2009
The Investment Industry Regulatory Organization of Canada today released its first Annual Consolidated Compliance Report for the 2008/2009 examination cycle. The report present's compliance deficiencies found during IIROC's examination of almost 200 member firms. The examinations were completed by IIROC's compliance examination groups and the findings of each group are discussed in the report. The general deficiencies encountered by all compliance examination programs are also discussed, being: inadequate supervision of some business activities, inadequate internal control procedures and testing documentation and inaccurate or incomplete books and records. The report also identifies deficiencies that will be the focus of the current year's examination program.
Posted on July 28, 2009
The U.S. Securities and Exchange Commission yesterday announced that it is taking further steps in an attempt to curtail abusive "naked" short selling in equity securities and improve transparency respecting short sales generally. To that end, the SEC is making permanent, with some limited modifications, its interim final rule of October 2008 requiring broker-dealers to promptly purchase or borrow securities to deliver on a short sale. Further, the SEC stated that it is working with self-regulatory organizations to make short sale volume and transaction data available on SRO websites. The SEC's consideration of proposals on short sale price tests and circuit breaker restrictions also continues.
Posted on July 27, 2009
The Investment Industry Regulatory Organization of Canada (IIROC) and the U.S. Financial Industry Regulatory Authority (FINRA) today announced a cooperation agreement whose objective is to "enhance the effectiveness of both organizations through the exchange of information and other cross-border assistance." The news release describing the arrangement further stated that "[i]n addition to information sharing on compliance and enforcement related matters, IIROC and FINRA plan to work together on issues related to firm oversight and examinations."
Posted on July 14, 2009
As part of the Investment Industry Regulatory Organization of Canada (IIROC) staff analysis on the adoption of IFRS in Canada, a survey of dealers was undertaken in early 2009 "to gauge the dealer membership's awareness and understanding of IFRS and to determine the impact of the implementation of IFRS compared to current regulatory reporting of the dealer member's business." Today, IIROC published a rules notice releasing the results of the survey as well as IIROC staff's recommendation that IFRS be adopted by all dealer members. Exemptions from specific accounting standards, however, are recommended, including exemptions from: (i) certain specific note disclosure requirements; (ii) the production of comparative financial data for the first IFRS financial statements; and (iii) the valuation of receivables and payables. Comments on the notice are being accepted by IIROC until September 14, 2009.
Posted on July 10, 2009
The International Accounting Standards Board (IASB) yesterday announced that it has issued a final version of its International Financial Reporting Standard (IFRS) for small and medium-sized entities (SMEs). SMEs are described as entities that publish general purpose financial statements for external users such as owners that are not involved in managing the business, creditors and credit rating agencies, but that do not have public accountability. According to the IASB, the IFRS for SMEs will "provide improved comparability for users of accounts; enhance the overall confidence in the accounts of SMEs; and reduce the significant costs of maintaining standards on a national basis." The IFRS for SMEs simplifies many of the principles of full standards and is a result of a number of years of working group development, round-table meetings and field-tests of a draft IFRS.
While the Canadian Accounting Standards Board (AcSB) has stated that the standard for SMEs will not be adopted in 2011 along with IFRS for publicly accountable companies, it is conceivable that the new standard will become a requirement at some point in the future.
Posted on July 7, 2009
On July 2, the Investment Industry Regulatory Organization of Canada (IIROC) published a guidance note relating to securities trading halts in coordination with the application of 'circuit breakers' on U.S. markets. In the U.S., trading halts occur based on trigger levels of 10%, 20% and 30% drops of the Dow Jones Industrial Average, calculated at the beginning of each quarter using the previous month's average closing value. The NYSE thresholds have been announced for the third quarter of 2009 as 850 points, 1700 points and 2600 points respectively.
It is IIROC's policy that it will coordinate trading halts with U.S. markets, but for days when Canadian markets are open and American markets are closed, IIROC has published related triggers based on drops in the S&P/TSX Composite. The TSX trigger levels are: Level 1 (10%) - 1,050 points; Level 2 (20%) - 2,050 points and Level 3 (30%) - 3,100 points, with the effects of the triggers depending on the time of day the threshold drop occurs. Triggering the Level 1 threshold between 2:00 and 2:30 p.m. results in a 30 minute halt in trading, while trading would be shut down for the rest of the day should a Level 3 halt occur.
Posted on June 30, 2009
On June 26, the Mutual Fund Dealers Association of Canada (MFDA) published MFDA Bulletin #0385-P, proposing amendments to section 35 (No Actions Against the Corporation) of its By-law No. 1. According to the MFDA, the proposed amendments are intended to (i) extend the existing protection found in section 35 of By-law No. 1 to the MFDA Investor Protection Corporation (MFDA IPC); and (ii) provide for, within MFDA By-laws, the "terms of the relationship between the MFDA and MFDA IPC and existing MFDA and Member obligations to the MFDA IPC."
The MFDA is accepting comments on the proposal until September 24, 2009.
Posted on June 26, 2009
The Investment Industry Regulatory Organization of Canada (IIROC) today released a notice setting out IIROC Registration Staff's "approach when conducting suitability reviews for individuals seeking IIROC approval and/or registration". The notice describes the three fundamental criteria IIROC Registration Staff use to evaluate whether an individual is "fit and proper" for approval, being integrity, financial solvency and competence. The notice also discusses the additional filings for disclosures that may affect an individual's suitability as well as a number of best hiring practices for sponsoring firms.
Posted on June 24, 2009
The Investment Industry Regulatory Organization of Canada (IIROC) today released a guidance note setting out how it would transition current Approved Persons from existing categories to the proposed new categories under the upcoming registration regime to be implemented under proposed National Instrument 31-103 Registration Requirements, expected to come into force on September 28, 2009. The notice supplements the information published in CSA Staff Notice 31-311 on June 12.
The current category structure, consisting of 46 categories will be replaced with a regime containing 11 categories that will focus solely on the function of the Approved Person. The type of customer, product and whether the individual engages in portfolio management will be tracked separately.
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Posted on June 12, 2009
On June 11, IIROC published a notice concerning the sales practice obligations of Dealer Members with respect to leveraged and inverse exchange traded funds (ETFs). The notice discusses the application of various Dealer Member Rules, such as those respecting suitability, communications with the public, supervision and training, to the sales of leveraged and inverse ETFs. The U.S. Financial Industry Regulatory Authority, meanwhile, published a similar notice on the same topic.
Posted on June 12, 2009
On June 11, the Investment Industry Regulatory Organization of Canada published a guidance notice for dealer members with respect to the "importance of being diligent in assessing and maintaining adequate credit risk policies and procedures" in light of recent financial market challenges. The notice discusses the nature of credit risk and the importance of managing exposure to such risk through a formal process that is independent of sales office functions.
IIROC states that credit risk practice should at a mimumum include active oversight of the board or owner/manager, credit policies established by management, review procedures for retail accounts and institutional credit worthiness reviews. With respect to specific best practices, the notice includes guidance with respect to margin, cash and international accounts and security concentrations in customer accounts.
Posted on June 11, 2009
Citing the "dramatic decline in stock prices and market capitalizations of many listed companies", the U.S. Securities and Exchange Commission recently published temporary changes filed by the New York Stock Exchange (NYSE) in its listing thresholds for certain listed companies. These changes went into effect on May 12, 2009, the date of filing by the NYSE, and will remain in force until October 31, 2009. Prior to these temporary amendments, the rules considered companies that qualified to list under the Earnings Test, Assets and Equity Test or the "Initial Listing Standard for Companies Transferring from NYSE Arca" standard of the NYSE's Listed Company Manual to be below compliance standards if their average global market cap over a consecutive 30 trading-day period was less than $75 million and, at the same time, total stockholders' equity was less than $75 million. These temporary changes have lowered the thresholds for these companies to $50 million. Although the changes are in effect, the SEC is inviting comments until June 25, 2009 as it has 60 days from the date of filing to abrogate the rule change.
Posted on May 27, 2009
On May 25, 2009, the Investment Industry Regulatory Organization of Canada (IIROC) announced that it has established a whistleblower service to allow individuals to report, online or by phone, "potential systemic wrongdoing, potential securities frauds or unethical behaviour by individuals or firms in the investment industry." IIROC's news release states that it will "immediately assess and ensure that prompt and appropriate follow-up action on reported issues or behaviour is taken."
The service is in effect as of May 25.
Posted on May 8, 2009
The Mutual Fund Dealers Association of Canada recently published proposed amendments to its rules with respect to client accounts, client communications and client reporting. The proposed amendments were originally published in 2008, but have been revised in response to comments received and to minimize differences between the Client Relationship Model of the MFDA and IIROC. Comments are being accepted by the MFDA prior to July 23, 2009.
Posted on May 1, 2009
IIROC recently published for comment proposed amendments (Proposed Amendments) to Dealer Member Rule 100.2(f). The Proposed Amendments are to those amendments proposed by IIROC under the Equity Margin Project (the Main Proposal), which are currently being reviewed by the securities commissions. The Proposed Amendments are intended to simplify a number of processes for IIROC staff and Dealer Members regarding the implementation and ongoing support of the Equity Margin Project's new methodology for margining equity securities. Comments on the Proposed Amendments will be accepted by IIROC until June 30, 2009.
Posted on April 27, 2009
IIROC has recently published a notice proposing rules and amendments in order to address various regulatory objectives under the Client Relationship Model Project, specifically: relationship disclosure, management and disclosure of conflicts of interest, account suitability and account performance reporting. Proposed rule changes were initially published in February 2008 by the IDA and the current proposals incorporate feedback received through the comment process as well as through subsequent consultations held with industry associations, the MFDA and provincial securities regulators. Comments are invited for a period of 90 days from the date of publication of the notice.
Posted on April 27, 2009
On April 24, 2009, the Investment Industry Regulatory Organization of Canada released a notice of proposed amendments that would revise the definition of “securities related activities” in the Dealer Member Rules to refer to all investment products and also repeal the definition of “securities related business”. The primary objective of the changes is to “clearly articulate that IIROC registered representative recommended transactions for any investment product…must be conducted within and recorded on the books of an IIROC Dealer Member.” Further, the changes are intended to "harmonize the requirements for agent and employee salespersons to conduct certain activities within an IIROC Dealer Member and to record such activities on the books of the IIROC Dealer Member." Comments on the proposed amendments will be accepted by IIROC until June 23, 2009.
Posted on April 17, 2009
IIROC has published notice that regulatory authorities have approved amendments to the Universal Market Integrity Rules respecting the "best price" obligation. Among other things, the amendments, which became effective on May 16, 2008 when they were published, set out certain order handling methods, the use of which will satisfy the "reasonable efforts" requirements of the "best price" obligation. IIROC also published a notice providing guidance on specific questions related to compliance with the "best price" obligation.
Posted on April 17, 2009
The Investment Industry Regulatory Organization of Canada today published proposed amendments to the Dealer Member Rules with respect to fair and reasonable pricing of over-the-counter traded securities (including fixed income securities) and trade confirmation disclosure requirements. The fair pricing proposal would cover OTC transactions for retail and institutional clients and require that Dealer Members “make a reasonable effort to obtain a price for the customer that is fair and reasonable in relation to prevailing market conditions.” The proposed rule also considers issues respecting mark-ups and mark-downs in the case of principal transactions and commissions or service charges in the case of agency transactions. A draft Guidance Note on the OTC proposal was also published.
The proposed amendments would also require disclosure of the yield to maturity for fixed income securities on trade confirmations as well as a remuneration statement on all OTC transactions for retail clients “where the amount of the mark-up or mark-down, commissions and other service charges” has not been disclosed.
IIROC is accepting comments on the proposals until July 16, 2009.
Posted on March 24, 2009
On March 23, 2009, the Investment Industry Regulatory Organization of Canada (IIROC) published a notice providing guidance on the introduction and supervision of new financial products. Citing the gatekeeper role played by dealer members, the notice provides sample criteria for identifying products that may require review, as well as a list of best practices for product due diligence.
Posted on March 19, 2009
On March 2, 2009, the SEC provided notice of proposed changes to the NASD Rules as filed by the Financial Industry Regulatory Authority (FINRA). FINRA (a consolidation of the National Association of Securities Dealers and the member regulation, enforcement and arbitration functions of the New York Stock Exchange) is responsible for regulating securities firms doing business in the U.S. and prescribes the training and competence standards of securities representatives. The proposed changes to the NASD Rules would create a new limited representative registration category for investment banking professionals. In lieu of the current General Securities Registered Representative (Series 7) exam, those whose activities are limited to investment banking would take a more targeted qualification exam, while those already holding Series 7 registration would be "grandfathered" and not need to take the new exam.
Posted on March 10, 2009
Last year, the Performance Reporting Board of the Chartered Accountants of Canada published guidance and recommendations for preparing and reporting non-GAAP financial measures. The document provides standardized definitions for EBITDA and Free Cash Flow and recommendations for utilizing those two specific measures. Particularly relevant in the current environment is the definition of Standardized EBITDA, which excludes "amounts included in net income or net loss for: ... (iii) amortization and impairment charges for capital assets."
Posted on March 9, 2009
The Investment Industry Regulatory Organization of Canada recently published a strategic plan, dated December 2008, which sets out IIROC's broad goals and strategies. Goals include driving a culture of compliance among those subject to IIROC's jurisdiction and delivering effective, efficient and expert regulation.
Posted on March 3, 2009
The Technical Committee of the International Organization of Securities Commissions (IOSCO) recently published a consultation report with respect to policies on direct electronic access (DEA) to markets. The report reviews risks and concerns associated with DEA arrangements and proposes guidance with respect to pre-conditions for DEA, information flow and adequate systems and controls. Comments on the report may be submitted to the IOSCO until May 20, 2009.
Posted on February 24, 2009
On September 30, 2008, the Investment Industry Regulatory Organization of Canada (IIROC) issued Notice 2008-0113 regarding the adoption of International Financial Reporting Standards (IFRS). Notice 2008-0113 stated that IIROC would require progress reports on the adoption of IFRS from dealer members by April 1, 2009.
On February 23, 2009, however, IIROC released a notice stating that in lieu of a progress report, dealer members will be required to complete a survey, which will be sent to the CFOs of each dealer member. The purpose of the survey will be to "assist dealer members in their self-assessment of the impact to adopt IFRS" and IIROC intends to use the results to "identify implementation issues and next steps".
Posted on February 17, 2009
The Investment Industry Regulatory Organization of Canada (IIROC) has published proposed amendments to its Dealer Member Rules with respect to the handling of client complaints. The proposed rules seek to establish "an effective framework" for the client complaint process by setting out timelines and standards to which Dealer Members must adhere. The text of the proposed amendments may be found here and comments on the proposals may be submitted to IIROC until March 16, 2009.
Posted on February 13, 2009
In a bulletin published February 12, the Mutual Fund Dealers Association of Canada (the MFDA) announced that it was establishing a task force to review issues respecting its governance, which emanated from its annual general meeting of members held in December 2008. The issues to be reviewed include the process for nominating board members, the process for making and amending by-laws and rules, the failure to pass a by-law respecting the definition of "Public Director" and the terms of office for directors, and the failure to elect three proposed Public Directors. The MFDA stated that it is determined to fully review the governance issues and conduct a "robust" consultation process.
Posted on February 5, 2009
On February 4, the Investment Industry Regulatory Organization of Canada (IIROC) released two studies related to short sales. The first study, "Recent Trends in Trading Activity, Short Sales and Failed Trades", reviewed trading trends during the period of May 1, 2007 to September 30, 2008 with a particular focus on short selling and failed trades. The study found that despite the fact that the average number of daily trades increased "significantly" during the study period, "there was no significant change" with respect to short sales.
The second study released was the "Study on the Impact of the Prohibition on the Short Sale of Inter-Listed Financial Sector Issuers". The purpose of this study was to review the impact of recent restrictions by the OSC in September and October of 2008 (see below) to curb short selling in the face of increased market volatility. Notably, the study found that the OSC Orders "did not appear to have had any appreciable effect on the price of securities" of either the securities of restricted or non-restricted financial issuers. The Orders, however, had "a significant impact on market quality" for the trading of restricted financial securities, as the Orders reduced the liquidity available in the restricted financials and increased the spread between the ask price and closing bid.
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Posted on February 2, 2009
IIROC recently published a notice providing an update to its Rule Book Project. The objective of the Project is to "produce a clear, streamlined re-statement of the former IDA rules and make substantive reforms to certain important rules." IIROC further states that the Project is a necessary pre-condition to the production of a consolidated IIROC Rule Book that will consist of the Dealer Member Rules and UMIR. IIROC estimates completing the endeavour by February 2010.
Posted on January 21, 2009
The Dealer Member reporting obligations are described in IIROC Member Regulation Notices MR0102 and MR0458.
Posted on October 28, 2008
In response to the CSA's proposed amendments to NI 23-101 Trading Rules, released earlier this month, IIROC has now published for comment proposed amendments to the Universal Market Integrity Rules that would correspond to the changes to NI 23-101. IIROC's proposed amendments would include repealing the rule and policies respecting the "best price" obligation concurrent with the implementation of trade-through protection. With the publication of the proposed amendments, IIROC also withdrew from further consideration interim provisions on trade-through obligations, previously published by Market Regulation Services (a predecessor to IIROC). Until the amendments implementing trade-through protection are made to NI 23-101 and UMIR, however, Participants remain subject to the "best price" obligation under Rule 5.2 of UMIR.
Posted on October 17, 2008
In addition to its ABCP study, IIROC has also published for comment a draft guidance note entitled "Best practices for product due diligence". Specifically, IIROC is requesting comment on the relevant criteria in determining whether a product should be subject to a due diligence review, factors to be considered in conducting product due diligence and the structures and procedures necessary for an effective review.
Posted on October 17, 2008
On October 17, the Investment Industry Regulatory Organization of Canada (IIROC) announced the publication of a study concerning the manufacture and distribution of third-party asset-backed commercial paper in Canada. The study reviews the events leading up to the "liquidity crisis" of August 2007 in the ABCP market and includes recommendations concerning product due diligence, product transparency, conflicts of interest and credit ratings.
Posted on October 16, 2008
On October 15, 2008, IIROC published a notice regarding the approval of amendments to the Universal Market Integrity Rules respecting short sales and failed trades. The amendments are based on an earlier notice, published in September 2007, and are intended to address potential abusive short selling and failed trade activity. These amendments will require reporting of failed trades after 10 trading days, limit the ability to cancel or vary executed trades, and allow IIROC to designate certain securities as ineligible for short sales entirely. They are also expected to involve the imposition of hard “pre-borrow” requirements in the case of persons who have executed failed trades, which will be subject to a request for comments. IIROC also announced that it is deferring adopting the removal of current short sale price restrictions and the removal of current requirements to file bi-monthly aggregate short position reports.
Posted on October 7, 2008
In response to last week's OSC Extension Order with regards to the prohibition on the short sale of certain TSX-listed financial companies, IIROC has published guidance on the handling of short sales.
Posted on October 3, 2008
The MFDA is publishing for comment proposed amendments to Rule 2.6 Borrowing for Securities Purchases. The proposed amendments would require leverage risk disclosure only when an Approved Person makes a recommendation to invest using borrowed funds or becomes aware of a client borrowing for investment. The proposed amendments would also exempt RRSP loans from the disclosure requirements of Rule 2.6. In conjunction with the proposed amendments, MFDA staff will be revising the prescribed risk disclosure language in MR-0006 to provide a brief explanation of key risks and relevant considerations in plain language. The comment period expires November 3, 2008.
Posted on September 26, 2008
IIROC has published notice of proposed changes to its registration related rules to make them consistent with the objectives of the CSA’s Registration Reform Project proposals.
IIROC’s proposal to overhaul its rules encompasses significant amendments to the existing rules, and while designed primarily to implement the approach and objectives of the Registration Reform Project in the IIROC Dealer Member Rules, also includes proposed rule changes of a housekeeping nature and those directed at improving the clarity of the rules in general.
These rule amendments are expected to be made effective on the same date as proposed National Instrument 31-103 and related changes to securities laws required to implement the CSA’s Registration Reform Project. The proposal is open for a 30-day comment period.
Posted on September 23, 2008
On September 22, the OSC issued an amended Temporary Order with respect to the restrictions on short sales in order to address technical and operational matters originating from their original Temporary Order and to support similar issues addressed by the SEC.
Further, IIROC has released a Restated Reminder Respecting Obligations in the Conduct of Short Sales in order to review the obligations of Participants and Access Persons in the handling of short sales. Of interest, the reminder also states that as part of its market activity monitoring, IIROC intends to increase surveillance of short selling activity, in particular of issuers in the financial sector not covered by the OSC's Temporary Order.
Posted on September 8, 2008
On August 12, 2008, the Minister of Finance approved amendments to NI 21-101 and NI 23-101, which are set to come into force on September 12, 2008. As described in our earlier post, the CSA initially approved amendments to NI 21-101 Marketplace Operation (NI 21-101) and NI 23-101 Trading Rules (NI 23-101) in June 2008 to deal mostly with the best execution obligation of dealers and advisers. An unofficial consolidation of the amendments can be found here.
Posted on September 8, 2008
On August 26, 2008, the OSC approved amendments to the TSX Rules. The amendments remove from the TSX Rules the fixed opening and closing times of the TSX's trading sessions and instead authorize the Board of Directors of TSX Inc. to determine the opening and closing times. Certain minor changes to the amendments were made following their publication for comment on September 7, 2007 and the amendments take effect on September 12, 2008.
Posted on August 29, 2008
On August 29, the CSA published a Joint Notice and Request for Comment regarding an application by the MFDA to extend the suspension of MFDA Rule 2.4.1 to December 31, 2010.
MFDA Rule 2.4.1 requires MFDA Members to pay any remuneration for business conducted by MFDA Approved Persons on the Members' behalf directly to and in the name of the Approved Persons.
The MFDA is requesting that the securities regulatory authority in each of British Columbia, Ontario, Saskatchewan, and Nova Scotia extend the suspension of Rule 2.4.1 to December 31, 2010 to give it time to develop proposed amendments that would allow Approved Persons to direct remuneration in respect of business they conduct on behalf of MFDA Members to non-registered corporations, subject to certain conditions.
Suspension of MFDA Rule 2.4.1 currently expires on December 31, 2008.
Posted on July 21, 2008
The OSC consented to the MFDA’s continued participation in the Co-operative Agreement with the AMF, pursuant to which the AMF, the Chambre de la sécurité financière and the MFDA co-ordinate their various regulatory functions with respect to MFDA Members and their Approved Persons operating in Québec.
Posted on June 24, 2008
The TSX has adopted and the OSC has approved various amendments to the TSX Company Manual. The Amendments, effective as of June 16, 2008, are of a housekeeping nature and including the following:
- Amendments to correct references to the Securities Act in Part III and Part VI of the Manual, required as a result of changes to the OSA.
- Changes to Appendix H: Form 11 -- Notice of Private Placement, to clarify that blanket shareholder approvals are not permitted.
- Changes to Appendix H: Form 12 - Notice of Intention to Make a Normal Course Issuer Bid
- Appendix A -- Original Listing Application is being replaced with a streamlined application, but no substantive changes have been made.
Posted on June 24, 2008
The CSA have approved amendments to NI 21-101 Marketplace Operation (NI 21-101) and and NI 23-101 Trading Rules (NI 23-101) to deal mostly with the best execution obligation of dealers and advisers.
The Amendments, now scheduled to come into force on September 12, 2008, were initially published for comment along with other proposed amendments on April 20, 2007 with the Joint Notice on Trade-Through, Best Execution and Access to Marketplaces (originally published in conjunction with RS, now IIROC. The CSA have now decided to separate these three topics and deal with each separately on separate timetables.
The current amendments deal with best execution along with some other minor changes, including changes related to the electronic audit trail provisions. Amendments dealing with trade-through protection and rules related to access to marketplaces are proposed to be dealt with under separate requests for comment in the coming months.
Posted on June 2, 2008
The OSC and a number of other Canadian securities regulatory authorities or regulators have published this notice of approval of the Investment Industry Regulatory Organization of Canada (IIROC). IIROC is a result of the combination of the regulatory activities of the Investment Dealers Association of Canada (IDA) and Market Regulation Service Inc. (RS).
The notice of approval is comprised of IIROC’s official Recognition Order, a memorandum of understanding with respect to the regulatory oversight program for rule review and approval, IIROC’s new By-law No. 1 and Transition Rule No. 1 and certain consequential amendments to related documents.
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Posted on November 19, 2007
Ramandeep Grewal and Simon Romano
On October 12, 2007, the TSX issued a request for comments to determine whether it should revisit its practice of exempting listed issuers from the requirement to obtain security holder approval for share exchange acquisitions of other public entities. The request for comments includes a summary of some of the material considerations for or against such a proposal and a comparison to similar requirements in other jurisdictions.
The TSX Manual currently requires shareholder approval for acquisitions where the number of securities issued or issuable as consideration exceeds 25% of the issued and outstanding securities of a listed offeror. Prior to January 1, 2005, the TSX generally applied its historical practice of exempting listed issuers from this requirement for acquisitions of other public entities. Amendments that were effective on that date expressly added this exemption as Section 611(d) of the TSX Manual. In response to concerns raised by some market participants, the TSX has decided to review whether it is appropriate to continue to make this exemption available to its listed issuers.
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