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The April 2016 “Panama Papers” leak highlighted the attraction for transnational actors of the confidentiality available in certain offshore financial centres. Some of these jurisdictions have laws that make it a criminal offence for banks to disclose information about their clients, providing powerful protection for individuals and corporations who wish to keep their financial affairs private. However, if a bank becomes involved in Canadian proceedings, those foreign laws may conflict with the disclosure obligations imposed…
The Ontario Securities Commission (OSC) recently published proposed OSC Rule 32-505 – Conditional Exemption from Registration for United States Broker-Dealers and Advisers Servicing U.S. Clients from Ontario (the Rule). The Rule provides exemptions from the relevant dealer and adviser registration requirements in Ontario for U.S. broker-dealers and U.S. advisers that are trading to, with, or on behalf of, U.S. clients, or acting as advisers to U.S. clients, but that trigger the requirement to register as…
Three recent settlement agreements highlight the need for non-Canadian individuals and entities to obtain Canadian legal advice prior to undertaking trading, advising or referral activities with Canadian residents. Downing Settlement In a February 2015 settlement agreement with the British Columbia Securities Commission (BCSC), Sharon Downing (Downing), a resident of the United States, acknowledged that she engaged in an illegal distribution of securities by acting as a “finder” for a group of companies (the Issuers). Downing…
The Investment Industry Regulatory Organization of Canada (IIROC) recently released the final version of Guidance Note 14-0299 (the Guidance), which sets out general principles and suggested practices for underwriters’ due diligence with respect to public securities offerings. IIROC issued proposed guidance on this subject on March 6, 2014 (the Proposed Guidance). The Guidance is substantially similar to the Proposed Guidance, although some clarifications have been made.  For example, unlike the Proposed Guidance, the Guidance clearly…
On July 16, the Investment Industry Regulatory Organization of Canada (IIROC) requested comments in Notice 14-0181 (the “IIROC Notice”) concerning how it determines the proficiency qualifications for its members’ personnel. At the present time, a private organization, the Canadian Securities Institute (CSI), owned by Moody’s Corporation, is the exclusive course provider for IIROC regulatory courses. The CSI also administers the qualifying examinations. The CSI is bound by quality, service, pricing and reporting standards established with…