What's new in regulation at the ASC? Check back often for the latest updates.
NOTE: Until rules or instruments become effective as evidenced by their publication in The Alberta Gazette (see section 225 of the Securities Act (Alberta)), they are subject to non-substantive changes. Should such changes occur, a revised version of the relevant rule or instrument will be published on this website.
Industry and public consultation is an important part of the regulatory process and provides good input into new or revised legislation. When the ASC or the Canadian Securities Administrators (CSA) believes new or revised regulation is required, they will typically publish the proposed new documents for public comment.
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November 2023
The Canadian Securities Administrators (CSA or we) are publishing for a 90-day comment period expiring February 28, 2024, proposed amendments to certain complaint handling provisions of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103), as well as proposed changes to Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations (31-103CP). The amendments to NI 31-103 and the changes to 31-103CP set out in the CSA Notice would form part of a new regulatory framework (the proposed framework) under which an independent dispute resolution service that is a not-for-profit entity and which has been designated or recognized by CSA jurisdictions would have authority to issue binding final decisions. The CSA notice also describes potential key structural elements of the proposed framework, the CSA’s rationale for proposing these elements, and questions and matters for consideration where we encourage specific feedback to inform our continued work. We welcome general comments on all components of this publication.
This Staff Notice provides a summary of the comments received in response to Staff Notice 23-329. This Staff Notice also identifies certain areas for further study, as well as outlining the CSA and CIRO’s next steps.
October 2023
The Canadian Securities Administrators (CSA) and the Canadian Investment Regulatory Organization (CIRO) have been reviewing the SEC proposed market structure amendments and considering their impact in Canada. We are publishing this notice to solicit views and to seek comment on certain aspects of the SEC proposed amendments, with a focus on the potential impacts on Canadian capital markets.
Today, staff at the Alberta Securities Commission are publishing amendments (Amendments) to the Alberta Securities Commission Rules (General) (ASC Rules General) which will provide market participants with the option of signing documents either manually or by electronic signature where the document is required or permitted to be filed with the Commission or the Executive Director and where the document is required to be signed or certified. The Amendments will codify the relief provided by Blanket Order 13-503 Temporary Exemption from Requirements to Manually Sign Documents (Blanket Order) and will become effective on October 30, 2023, which is the expiration date of the Blanket Order. In addition, the Amendments will repeal the requirement under the ASC Rules General that a power of attorney form or document authorizing signing authority be filed along with a document that is required or permitted to be filed with the Commission or the Executive Director and is required to be signed, if the document is signed by an attorney or agent.
ASC Notice of Implementation of Amendments to the Alberta Securities Commission Rules (General)
The Canadian Securities Administrators today published for comment amendments to National Instrument 81-102 Investment Funds related to mutual funds that voluntarily shorten their trade settlement cycle from two trading days to one (T+1). The proposals are intended to complement the anticipated shift to T+1 in Canada by accommodating a range of settlement cycles for mutual funds, including those that make this change. The amendments clarify payment dates for transactions and the timeframe for forced redemption of securities for non-payment. In particular, for funds moving to T+1, the timeframe for forced redemption of securities for non-payment has changed from three days to two days after the pricing date. The 90-day comment period closes on January 17, 2024.
CSA Notice and Request for Comment Proposed Amendments to NI 81-102 Investment Funds
Participating Canadian Securities Administrators (CSA) jurisdictions published CSA Multilateral Staff Notice 58-316 Review of Disclosure Regarding Women on Boards and in Executive Officer Positions (Year 9 Report) (Notice). This Notice outlines key findings from our recent review of public disclosure regarding women on boards and in executive officer positions.
September 2023
The Alberta Securities Commission (ASC) is publishing ASC Notice Proposed Alberta Securities Commission Rule 46-503 Revocation of Purchase (the Proposed Local Rule) for a 30-day comment period. The Proposed Local Rule is required due to an amendment to the Securities Act which will remove the two day withdrawal right granted to purchasers of securities under a prospectus from the Act and require the ASC to establish the duration of such period in a rule.
The comment period ends on October 28, 2023.
ASC Notice Proposed Alberta Securities Commission Rule 46-503 Revocation of Purchase
Certain participating jurisdictions of the Canadian Securities Administrators (CSA) are publishing in final form MI 93-101 Derivatives: Business Conduct, which will establish a regime for regulating dealers and advisers in over-the-counter (OTC) derivatives in the specified multilateral jurisdictions of Canada. The rule was developed to help protect derivatives market participants by improving transparency, increasing accountability, and promoting responsible business conduct by dealers and advisers in the OTC derivatives market. The final rule incorporates comments received in each of the three comment periods in order to address potential negative impacts on derivatives market liquidity, while allowing firms to implement the requirements within their existing compliance systems more efficiently.
The Canadian Securities Administrators has published for comment today, proposed amendments to National Instrument 44-102 Shelf Distributions to introduce an expedited shelf prospectus regime for well-known seasoned issuers (WKSIs) in Canada. The proposed amendments would permit issuers that satisfy the qualification criteria and certain conditions to file a final base shelf prospectus and be deemed to have received a receipt for that prospectus without first filing a preliminary base shelf prospectus or undergoing any regulatory review, omit certain disclosure from the base shelf prospectus and benefit from receipt effectiveness for a period of 37 months from the date of its deemed issuance, subject to the requirement for the issuer to reassess its qualification to use the WKSI regime annually.
Today, the securities regulatory authorities of all the Canadian Securities Administrators (“CSA”) are issuing CSA Staff Notice 11-346 Withdrawal of Staff Notices which withdraws eleven CSA Staff Notices that have become outdated, are no longer relevant or are no longer required.
August 2023
Today, staff of the Canadian Securities Administrators are publishing information about the trade-matching deadline to be included in the final amendments to National Instrument 24-101 Institutional Trade Matching and Settlement to help firms with their preparations for the transition to T+1.
The Canadian Securities Administrators (CSA) and Canadian Investment Regulatory Organization (CIRO) today published a summary of the findings of the CSA and CIRO’s review of conflicts of interest practices at 172 firms across various registration categories. The notice details common deficiencies noted in the review, which include failure to identify one or more material conflicts of interest, inadequate controls to address certain material conflicts of interest and inadequate or outdated written policies and procedures relating to conflicts of interest. The notice also provides additional staff guidance to securities advisers, dealers, and representatives, including suggested practices to comply with the conflicts of interest requirements under the Client Focused Reforms, which the CSA published in October 2019.
July 2023
The Canadian Securities Administrators (CSA) today published guidance to help fund managers understand and comply with securities law requirements for public investment funds holding crypto assets. The guidance provides an overview of public crypto asset funds and describes related oversight initiatives by CSA members. The notice also covers characteristics of crypto assets that could impact their viability as investments for public crypto asset funds; expectations concerning custody of crypto assets held on behalf of a fund; issues relating to yield-generating activities, like staking, by public crypto asset funds; and know-your-client and know-your product suitability obligations with respect to public crypto asset funds.
CSA Staff Notice 81-336 Guidance on Crypto Asset Investment Funds that are Reporting Issuers
June 2023
Today, the securities regulatory authorities of the Canadian Securities Administrators in British Columbia, Alberta, Saskatchewan, Ontario, Québec, New Brunswick, Nova Scotia, Yukon and Northwest Territories are adopting amendments to Multilateral Instrument 25-102 Designated Benchmarks and Benchmark Administrators (MI 25-102 or the Instrument) and changes to Companion Policy 25-102 Designated Benchmarks and Benchmark Administrators (the CP).
Together, the amendments to the Instrument and the changes to the CP are referred to as the Amendments. The Amendments incorporate provisions for a securities regulatory regime for commodity benchmarks and their administrators. MI 25-102 currently provides a comprehensive framework for the designation and regulation of financial benchmarks and their administrators, and the regulation of benchmark contributors and of certain users of designated benchmarks. The Amendments published today incorporate provisions intended to enhance the accuracy, integrity and reliability of designated commodity benchmarks and their administrators.
The Canadian Securities Administrators has extended to September 29, 2023, the public comment period for proposed amendments to the corporate governance disclosure requirements and policy relating to the director nomination process, board renewal and diversity (the Proposals). We have received feedback from several stakeholders that it would be beneficial for stakeholders to have additional time to review the Proposals and prepare comments. We are therefore extending the comment period to September 29, 2023.
Comment period now ends: September 29, 2023
The Canadian Securities Administrators (CSA) published today amendments to National Instrument 14-101 Definitions and consequential amendments. The amendments will ensure a uniform definition of “Canadian financial institution” which applies to all national and multilateral instruments and will repeal definitions of that expression elsewhere in national instruments. The amendments will also introduce a revised definition of “Handbook” to reflect separate publications of the Chartered Professional Accountants of Canada that relate to accounting and assurance.
Effective Date of Amendments: September 13, 2023.
CSA Notice of Amendments to National Instrument 14-101 Definitions and Consequential Amendments
Today, the Canadian Securities Administrators (CSA) are publishing a temporary exemption on the applicability of section 4.1 of National Instrument 24-101 Institutional Trade Matching and Settlement (NI 24-101) for registered dealers and advisers (Registered Firms) with respect to the exception reporting requirement of NI 24-101. The CSA has implemented the relief through local blanket orders (collectively, the Blanket Orders) that are substantively harmonized across the country. The Blanket Orders are being issued in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, the Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island, Québec, Saskatchewan and Yukon.
Blanket order 13-931 Exemptions from certain filing requirements in connection with the deferred launch of the System for Electronic Data Analysis and Retrieval + is an interim measure in respect of the deferral of the launch of SEDAR+ to July 25, 2023, as announced on June 1, 2023. Among other things, the blanket order gives relief from the requirement in National Instrument 13-103 System for Electronic Data Analysis and Retrieval+ (SEDAR+), effective June 9, 2023, to file certain documents through SEDAR+. The relief is on the condition that filers file the document through SEDAR, if National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR) as in effect on June 8, 2023 required the document to be filed through SEDAR. Therefore, with respect to documents that have been filed or delivered through SEDAR, the blanket order preserves the status quo. Please consult the blanket order and its accompanying CSA notice for full information.
The Canadian Securities Administrators (CSA) today published CSA Staff Notice 45-330 Frequently Asked Questions about the Listed Issuer Financing Exemption which contains some of the frequently asked questions that we have received from market participants with respect to the listed issuer financing exemption that was adopted by all securities regulatory authorities in Canada in November 2022.
CSA Staff Notice 45-330 Frequently Asked Questions about the Listed Issuer Financing Exemption
May 2023
Certain multilateral jurisdictions of the Canadian Securities Administrators (CSA) are publishing Multilateral CSA Notice 96-304 Derivatives Data Reporting Guidance for USD LIBOR Transition (the Notice). The Notice provides guidance to market participants that Multilateral CSA staff will not recommend an enforcement action against reporting counterparties due to late reporting of life-cycle event data in respect of the USD LIBOR transition provided that the data is reported within five business days of when the life-cycle event occurs. The Notice is effective on the date of publication.
Multilateral CSA Staff Notice 96-304 Derivatives Data Reporting Guidance for USD LIBOR Transition
April 2023
In CSA Position Paper 25-404 A New Self-Regulatory Organization Framework, the CSA stated its intent to publish an annual activities report on the CSA’s oversight of Self Regulatory Organizations (SRO) and Investor Protection Funds (IPF). Attached is the second Annual Activities Report, covering the 2022 calendar year.
This report summarizes the key oversight activities of CSA staff and their assessment of SRO and IPF compliance with securities legislation requirements, including the terms and conditions of recognition or approval. As part of our continuing efforts to be transparent and foster public confidence in the regulatory framework, CSA staff intend to publish an activities report on the CSA’s oversight on an annual basis.
The Alberta Securities Commission published amendments to National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations relating to total cost reporting for investment funds. The amendments will improve the transparency of total fees and costs to holders of investment funds.
The Canadian Securities Administrators (CSA) published for comment today proposed amendments to corporate governance disclosure requirements pertaining to the director nomination process, board renewal and diversity. They would require disclosure on aspects of diversity beyond the representation of women, while retaining the current disclosure requirements with respect to women. In addition, the CSA is proposing changes to the corporate governance policy that would enhance the existing corporate governance guidelines relating to the director nomination process and introduce guidelines regarding board renewal and diversity.
Comment period ends: July 12, 2023
March 2023
The Alberta Securities Commission is publishing the repeal and replacement of Multilateral Instrument 13-102 System fees. The notice below should be read together with the CSA notice relating to the adoption of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+), which is also being published today.
MI 13-102 will replace principal and non-principal regulator fees with flat fees per filing type paid only to a filer’s principal regulator. This change will substantially simplify the system fee regime. Further, system fees for certain filing types are being removed, while some new fees for filing types will be introduced. System fees will rise in some cases (or be newly created) and fall in other cases, based primarily on filing behaviour and volume of use. Total system fees collected by the CSA are projected to decline.
The repeal and replacement is effective June 9, 2023.
CSA Notice of Repeal and Replacement of Multilateral Instrument 13-102 System Fees for SEDAR and NRD
The Alberta Securities Commission is publishing amendments and changes relating to the National Systems Renewal Program. The National Systems Renewal Program is an initiative of the CSA that replaces existing CSA national systems with a centralized system, the System for Electronic Data Analysis and Retrieval + (SEDAR+). The first phase of SEDAR+ will replace the System for Electronic Document Analysis and Retrieval (SEDAR), the National Cease Trade Order Database, the Disciplined List, and certain filings in the British Columbia Securities Commission’s eServices system and the Ontario Securities Commission’s electronic filing portal. The amendments and changes implement the first phase of SEDAR+.
The amendments and changes are effective June 9, 2023.
February 2023
On June 20, 2016, the Canadian Securities Administrators published a notice regarding the implementation of the market share threshold. This notice updates the list of protected and unprotected marketplaces published on February 25, 2021. The updated list will be in effect as of April 1, 2023, until a future notice is published. We note that the only change relative to the last notice published is the addition of Canadian Securities Exchange (CSE) second book, CSE2. There are no other notable changes.
CSA Staff Notice 23-330 Order Protection Rule: Market Share Threshold Effective as of April 1, 2023
Staff of the securities regulatory authorities in each jurisdiction of Canadian Securities Administrators are publishing this notice to help ensure that market participants are aware of certain developments and transition issues regarding the upcoming cessation of the Canadian Dollar Offered Rate and the expected related cessation of Bankers’ Acceptances.
The Alberta Securities Commission, along with other members of the Canadian Securities Administrators, has published CSA Staff Notice 21-332 Crypto Asset Trading Platforms: Pre-Registration Undertakings – Changes to Enhance Canadian Investor Protection. The notice explains recent enhancements made to the pre-registration undertaking that the CSA expects from crypto asset trading platforms that are operating in Canada prior to obtaining registration.
January 2023
The Alberta Securities Commission, along with other members of the Canadian Securities Administrators, has published a blanket order exempting reporting issuers incorporated under the Canada Business Corporations Act (CBCA) from the requirement in National Instrument 51-102 Continuous Disclosure Obligations to specify that securities be “voted” or “withheld” from voting in the form of proxy for the uncontested election of directors where these issuers comply with the applicable requirements under the CBCA and the regulations thereunder.
ASC Blanket Order 51-930 Exemption from the Director Election Form of Proxy Requirement
December 2022
In December 2020, the Canadian Securities Administrators published CSA Consultation Paper 25-403 Activist Short Selling. The purpose of the Consultation Paper was to facilitate discussion relating to activist short selling and its potential impact on Canadian capital markets. We received 23 comment letters. This CSA Staff Notice 25-306 Activist Short Selling Update (Staff Notice) outlines the themes identified in the comments received, the CSA’s responses to the comments, and further comments based on additional consultations. This Staff Notice also includes a description of ongoing regulatory initiatives that may impact short selling activities, including those related to activist short selling.
The Alberta Securities Commission is publishing amendments and changes relating to the offering memorandum prospectus exemption. The amendments and changes are reflected in amendments to National Instrument 45-106 Prospectus Exemptions, as well as changes to Companion Policy 45-106CP Prospectus Exemptions.
The amendments set out new disclosure requirements for issuers that are engaged in “real estate activities”, and issuers that are “collective investment vehicles”. Both terms are new defined terms in the amendments. Many issuers currently utilizing the offering memorandum prospectus exemption are issuers that will meet these definitions. The amendments are expected to provide more certainty to these issuers as to what they must disclose, while providing better disclosure for investors.
In addition, the amendments include a number of other amendments that are intended to clarify or streamline parts of the instrument, or improve disclosure for investors.
The amendments and changes are effective March 8, 2023.
This Staff Notice provides an overview of the existing regulatory landscape surrounding short selling, gives an update on current related initiatives, and request public feedback on areas for regulatory consideration. We believe that it is important and timely to review our regulatory framework to ensure it is current and appropriate given the way markets continue to evolve. This Notice reflects our commitment to do so, especially in light of public feedback we received with respect to short selling and international developments.
Joint CSA and IIROC Staff Notice 23-329 Short Selling in Canada
November 2022
Effective January 1, 2023 the Alberta Securities Commission, along with other members of the Canadian Securities Administrators (CSA), recognized as a self-regulatory organization the New Self-Regulatory Organization of Canada (New SRO) and approved or accepted as a compensation / contingency fund the Canadian Investor Protection Fund (CIPF)
The New SRO will consolidate the functions of the Investment Industry Regulatory Organization of Canada (IIROC) and the Mutual Fund Dealers Association of Canada (MFDA). The new CIPF will combine the two current compensation / contingency fund organizations, the Canadian Investor Protection Fund (CIPF) and the MFDA Investor Protection Corporation (MFDA IPC), into a single compensation / contingency fund organization which will be independent from the New SRO.
CSA Staff Notice 25-307 Approval of Recognition of New Self-Regulatory Organization of Canada
CSA Staff Notice 25-308 Approval and Acceptance of Canadian Investor Protection Fund
The Canadian Securities Administrators (CSA) are publishing CSA Multilateral Staff Notice 51-364 Continuous Disclosure Review Program Activities for the fiscal years ended March 31, 2022 and March 31, 2021 (Notice). This Notice outlines observations resulting from the CSA continuous disclosure review program. Additionally, the Notice includes the results of reviews completed to assess the compliance with certain aspects of National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure.
October 2022
Participating Canadian Securities Administrators (CSA) jurisdictions published CSA Multilateral Staff Notice 58-314 Review of Disclosure Regarding Women on Boards and in Executive Officer Positions (Year 8 Report) (Notice). This Notice outlines key findings from our recent review of public disclosure regarding women on boards and in executive officer positions.
Review of Disclosure Regarding Women on Boards and in Executive Officer Positions (Year 8 Report)
September 2022
The Alberta Securities Commission published an updated version of ASC Notice 33-706 Policy and Procedures Manual – Reference Resource for Exempt Market Dealers in order to incorporate recent regulatory developments, including the amendments to National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations in relation to the Client Focused Reforms, trusted contact persons, and temporary holds.
ASC Notice 33-706 Policy and Procedures Manual – Reference Resource for Exempt Market Dealers
May 2022
The Canadian Securities Administrators (CSA) are publishing Multilateral CSA Notice of Publication of Amendments to National Instrument 94-102 Derivatives: Customer Clearing and Protection of Customer Collateral and Positions (the Amendments). The Amendments reduce the frequency of the requirement for regulated clearing agencies to deliver Form 94-102F3 Customer Collateral Report: Regulated Clearing Agency from monthly to quarterly. The CSA are of the view that reducing the frequency of the requirement to deliver Form 94-102F3 from monthly to quarterly generates time and cost savings for regulated clearing agencies without compromising the CSA’s ability to detect and respond to major changes in the derivatives clearing market and to ensure the proper identification of customer collateral and the clearing intermediaries, regulated clearing agencies and permitted depositories that hold it. The Amendments are effective as of July 26, 2022 (provided all government ministerial approvals are obtained).
April 2022
In CSA Position Paper 25-404 A New Self-Regulatory Organization Framework, the CSA stated its intent to publish an annual activities report on the CSA’s oversight of Self Regulatory Organizations(SRO) and Investor Protection Funds (IPF). Attached is the first Annual Activities Report, covering the 2021 calendar year.
This report summarizes the key oversight activities of CSA staff and their assessment of SRO and IPF compliance with securities legislation requirements, including the terms and conditions of recognition or approval. As part of our continuing efforts to be transparent and foster public confidence in the regulatory framework, CSA staff intend to publish an activities report on the CSA’s oversight on an annual basis, going forward.
The Canadian Securities Administrators (CSA) has adopted changes to Companion Policy 41-101 to National Instrument 41-101 General Prospectus Requirements and consequential changes to Companion Policy 51-102 Continuous Disclosure Obligations. These changes clarify the CSA’s harmonized interpretation of the primary business and financial statement requirements for a long form prospectus.
The Canadian Securities Administrators (CSA) published for comment today proposed amendments to implement an access equals delivery model for prospectuses generally, annual financial statements, interim financial reports and related management’s discussion and analysis for non-investment fund reporting issuers.
Comment period ends: July 6, 2022.
December 2021
The Alberta Securities Commission, along with other members of the Canadian Securities Administrators, today issued blanket relief from certain requirements in National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure (the Instrument), such that the Instrument does not apply to eligible issuers in respect of disclosure of a specified financial measure pursuant to an OSFI Guideline, under certain conditions.
The purpose of this Notice is to notify the public that the CSA plans to establish an Investor Advisory Panel (the CSA IAP) to represent the interests of retail investors in pan-Canadian policy development activity. The CSA is seeking comments on the proposed CSA IAP and proposed terms of reference that will govern its functioning. The comment period ends February 1, 2022. Member selection process is expected to be completed in the spring of 2022.
CSA Staff Notice and Request for Comment 11-343 Proposal to Establish a CSA Investor Advisory Panel
November 2021
The Exemption is effective November 10, 2021 and will expire on November 11, 2024.
The ASC is revoking the current ASC Blanket Order 31-505 Registration Exemption for Trades in Connection with Certain Prospectus-Exempt Distributions (Blanket Order 31-505, also referred to as the Northwestern Exemption) effective on May 11, 2022. The six month period will allow Finders that are currently relying on the dealer registration exemption contained in Blanket Order 31-505 a transition period in which to complete private placements that are in progress.
After May 11, 2022 an unregistered Finder that triggers the registration requirement will need to rely on the Exemption. Finders that wish to rely on the Exemption will need to make the new required filing under it. Previous filings made by Finders under Blanket Order 31-505 will not transfer to the Exemption.
ASC Notice of Implementation of ASC Blanket Order 31-536 Alberta Small Business Finder’s Exemption
ASC Blanket Order 31-536 Alberta Small Business Finder’s Exemption
Participating Canadian Securities Administrators (CSA) jurisdictions published CSA Multilateral Staff Notice 58-313 Review of Disclosure Regarding Women on Boards and in Executive Officer Positions (Year 7 Report) (Notice). This Notice outlines key findings from our recent review of public disclosure regarding women on boards and in executive officer positions and also provides new guidance to help improve the consistency and comparability of this disclosure.
October 2021
The Alberta Securities Commission is publishing proposed National Instrument 51-107 Disclosure of Climate-related Matters for a 90-day comment period expiring January 17, 2022.
More information on how to submit comments is available here.
September 2021
The Canadian Securities Administrators (CSA) are publishing CSA Notice and Request for Comment Proposed amendments to National Instrument 94-102 Derivatives: Customer Clearing and Protection of Customer Collateral and Positions (the Proposed Amendments) for a 60-day comment period expiring November 15, 2021. The Proposed Amendments reduce the frequency of the requirement for regulated clearing agencies to deliver Form 94-102F3 Customer Collateral Report: Regulated Clearing Agency from monthly to quarterly. The CSA are of the view that reducing the frequency of the requirement to deliver Form 94-102F3 from monthly to quarterly generates time and cost savings for regulated clearing agencies without compromising the CSA’s ability to detect and respond to major changes in the derivatives clearing market and to ensure the proper identification of customer collateral and the clearing intermediaries, regulated clearing agencies and permitted depositories that hold it.
Today the ASC and the Financial and Consumer Affairs Authority of Saskatchewan (FCAA) have adopted a new prospectus exemption designed to provide greater access to capital for small and innovative Alberta and Saskatchewan businesses.
The new small business financing prospectus exemption allows Alberta and Saskatchewan businesses to raise up to $5 million from the public using a simple, streamlined offering document. The exemption has tiered offering limits depending on whether financial statements are provided to investors. To mitigate risks to investors, investments are limited, with higher limits possible where financial statements are provided or where the investor either has certain minimum income or has received investment advice from a registered dealer. The investment limits don’t apply to investors who qualify to invest under certain other common prospectus exemptions.
August 2021
The Canadian Securities Administrators (CSA) is publishing for a 60-day comment period proposed changes to Companion Policy 41-101 to National Instrument 41-101 General Prospectus Requirements and consequential changes to Companion Policy 51-102 Continuous Disclosure Obligations. The CSA is proposing changes to clarify the interpretation of the primary business and financial statement requirements for a long form prospectus.
The CSA has completed its review of the self-regulatory framework in Canada. Following extensive consultation, research and analysis, the CSA has determined that a new, single enhanced SRO (the New SRO) and a new, single investor protection fund (the New IPF) is the best way to resolve the issues identified in the current structure and to better protect investors. To achieve this, the CSA will oversee the combination of the existing entities into the New SRO and the New IPF, and coordinate the implementation of specific recommendations to address the issues identified in the June, 2020 Consultation Paper. The CSA is publishing this Position Paper to convey its decision to restructure the self-regulatory framework and to describe how the issues identified in the current framework will be resolved by the new self-regulatory structure. The CSA will consider written representations for 60-days following publication of this Position Paper.
CSA Position Paper 25-404 New Self-Regulatory Organization Framework
July 2021
The Canadian Securities Administrators (the CSA or we) today published amendments to National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103 or the Rule) and Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations (31-103CP or the Companion Policy, together the Instrument). The Amendments relate to the provisions of the Instrument relating to business operations and client relationships and will enhance protection of older and vulnerable clients by providing registrants with tools and guidance to address issues of financial exploitation and diminished mental capacity.
The Amendments will require registrants to take reasonable steps to obtain the name and contact information of a trusted contact person (TCP), as well as the client’s written consent to contact the TCP in prescribed circumstances.
In addition, the Amendments will clarify that registered firms and registered individuals are not prohibited from placing a temporary hold on the purchase or sale of a security on behalf of a client or on the withdrawal or transfer of cash or securities from a client’s account, provided that they take certain prescribed steps, in the following circumstances:
- where a registered firm reasonably believes that financial exploitation of a vulnerable client has occurred, is occurring, has been attempted or will be attempted, or
- where a registered firm reasonably believes that the client does not have the mental capacity to make decisions involving financial matters.
The Amendments are expected to be adopted by each member of the CSA. Provided all necessary ministerial approvals are obtained, the Amendments will come into force on December 31, 2021.
The CSA worked together with the Investment Industry Regulatory Organization of Canada (IIROC) and the Mutual Fund Dealers Association of Canada (MFDA) (together referred to as the self-regulatory organizations or the SROs) to develop the Amendments. The Amendments will apply to all registered firms, including members of IIROC and MFDA. IIROC and the MFDA plan to implement corresponding amendments to the IIROC Rules and the MFDA Rules, respectively. Subject to the necessary approvals, these SRO rule amendments will come into effect on December 31, 2021.
June 2021
On October 3, 2019, the Canadian Securities Administrators (the CSA or we) published amendments to National Instrument 31-103 (NI 31-103), the Client Focused Reforms (CFRs).On February 20, 2020, all CSA jurisdictions other than Ontario published amendments to National Instrument 81-105 Mutual Fund Sales Practices (NI 81-105) to prohibit (the DSC ban) the payment by fund organizations of upfront sales commissions to dealers, which will result in the discontinuation of all forms of a compensation model referred to as the deferred sales charge option, including low-load options (collectively, the DSC option). In order to give dealers time to transition away from the DSC option, the DSC ban will not be effective until June 1, 2022 (the DSC transition period).
The CFRs are an important investor protection initiative based on the concept that in the client-registrant relationship, the interests of the client come first. The CFRs’ enhanced conflicts of interest provisions come into effect on June 30, 2021. As a result, there will be an overlap period of approximately 11 months between the effective date of the CFRs’ enhanced conflicts of interest provisions and the effective date of the DSC ban. There will also be a five month overlap period between the effective date of the DSC ban and the CFRs’ enhanced suitability provisions, including the requirement to put the client’s interest first, which come into effect on December 31, 2021.
In order to address any issues raised by the overlapping periods between the implementation of the enhanced conflicts of interest and “client first” suitability requirements of the CFRs and the implementation of the DSC ban, the CSA jurisdictions have decided to grant relief from these enhanced standards in respect of sales of DSC products during the DSC transition period. The orders will come into effect on June 30, 2021 and expire on June 1, 2022.
This Notice summarizes the key regulatory requirements with respect to the reporting of a material systems incident by marketplaces. This version updates and, where appropriate, aligns the regulatory requirements and processes for a marketplace’s initial notification, follow-up notification(s), notification of resumption of service, and post-mortem report of a material systems incident to the CSA and to the public.
CSA Staff Notice 21-326 Guidance for Reporting Material Systems Incidents - Revised
May 2021
The Canadian Securities Administrators (the CSA or we) today published, National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure (the Instrument), the related companion policy and consequential amendments and changes. The Instrument sets out disclosure requirements for non-GAAP financial measures, non-GAAP ratios, and other financial measures. The final rule incorporates feedback to clarify and streamline the application and disclosure requirements. Prior to adopting the final rule, issuers should continue to refer to Staff Notice 52-306 (Revised) Non-GAAP Financial Measures, which will be withdrawn when transition to the final rule is complete.
The Instrument will come into effect on August 25, 2021.
The Canadian Securities Administrators (CSA) published for comment today proposed amendments to National Instrument 51-102 Continuous Disclosure Obligations. The proposed amendments streamline and clarify certain disclosure requirements for the management’s discussion and analysis (MD&A) and the annual information form (AIF). In addition, they combine the financial statements, MD&A and, where applicable, AIF into one reporting document called the annual disclosure statement for annual reporting purposes, and the interim disclosure statement for interim reporting purposes. The CSA is also consulting on a proposed framework for semi-annual reporting by some Canadian reporting issuers.
Comment period ends: September 17, 2021
The Canadian Securities Administrators (CSA) are publishing CSA Staff Notice 94-304 Frequency of the requirement to deliver Form 94-102F3 Customer Collateral Report: Regulated Clearing Agency (CSA Staff Notice 94-304) and the Alberta Securities Commission is publishing Blanket Order 94-502 in order to exempt a regulated clearing agency that receives customer collateral from the requirement to electronically deliver a completed Form 94-102F3 to the regulator on a monthly basis, provided that the regulated clearing agency provides this filing quarterly. CSA Staff Notice 94-304 indicates that reducing the frequency of the requirement to deliver Form 94-102F3 from monthly to quarterly generates time and cost savings for regulated clearing agencies without compromising the CSA’s ability to detect and respond to major changes in the derivatives clearing market and to ensure the proper identification of customer collateral and the clearing intermediaries, regulated clearing agencies and permitted depositories that hold it.
and
April 2021
Today, the ASC and the securities regulatory authorities of British Columbia, Saskatchewan, Ontario, Québec, New Brunswick and Nova Scotia adopted Multilateral Instrument MI 25-102 Designated Benchmarks and Benchmark Administrators (MI 25-102) to establish a Canadian regulatory regime for financial benchmarks. MI 25-102 provides a comprehensive regime for the designation and regulation of benchmarks, as well as persons or companies that administer them, and a framework for the regulation of persons or companies that contribute data used to determine a designated benchmark. Domestically, the Canadian Dollar Offered Rate (CDOR) is an important interest rate benchmark, being administered by Refinitiv Benchmarks Services Limited (RBSL). Upon implementation of MI 25-102, the CSA intends to designate CDOR as a designated benchmark and RBSL as its administrator.
The Canadian Securities Administrators (CSA) published for comment today proposed amendments to National Instrument 14-101 Definitions and proposed consequential amendments. The proposed amendments will ensure a uniform definition of “Canadian financial institution” which applies to all national and multilateral instruments and will repeal definitions of that expression elsewhere in national instruments. The proposed amendments will also introduce a revised definition of “Handbook” to reflect separate publications of the Chartered Professional Accountants of Canada that relate to accounting and assurance.
Comment period ends: July 21, 2021.
The Canadian Securities Administrators (CSA) are publishing CSA Staff Notice 95-302 Margin and Collateral Requirements for Non-Centrally Cleared Derivatives (CSA Staff Notice 95-302) in order to provide an update on developments relating to margin and collateral requirements for over-the-counter derivatives that are not centrally cleared, since the last update that was provided with the publication of CSA Staff Notice 95-301 Margin and Collateral Requirements for Non-Centrally Cleared Derivatives dated August 22, 2019. Specifically, the update in CSA Staff Notice 95-302 indicates as follows:
- we have found no material changes from a year ago as a result of our harmonized monitoring process for data from derivatives trade repositories; and
- we will not proceed at this time with the implementation of margin and collateral requirements for over-the-counter derivatives that are not centrally cleared.
March 2021
Today the ASC and the Financial and Consumer Affairs Authority of Saskatchewan (FCAA) have adopted a new prospectus exemption designed to provide greater access to capital for Alberta and Saskatchewan businesses and broaden investment opportunities for Alberta and Saskatchewan investors.
The new prospectus exemption allows investors who certify to having certain financial or investment knowledge, and acknowledge that they understand certain investment considerations and risks, to invest alongside accredited investors. To mitigate the risks of investing, self-certified investors are limited, in a calendar year, to investments of $10,000 in any one issuer and $30,000 across multiple businesses. The investment limits won't apply to an investment in an issuer listed on a Canadian stock exchange that is complying with its ongoing reporting obligations, provided that the investor has received suitability advice with respect to the investment.
Today the CSA and IIROC published Staff Notice 21-329 Guidance for Crypto-Asset Trading Platforms: Compliance with Regulatory Requirements outlining the securities law requirements that apply to platforms when trading crypto assets that are securities or derivatives or trading contractual rights or claims to underlying crypto assets such as bitcoin and ether. It outlines the procedure for seeking registration and other authorizations and identifies areas where flexibility may be considered if the risks can otherwise be addressed. The notice also advises that if a platform is required to be registered but is not yet, it may raise public interest concerns for it to go public. It recommends platforms planning a going public transaction engage first with the securities regulator in their local jurisdiction.”
The Canadian The Alberta Securities Commission (ASC) and Financial and Consumer Affairs Authority of Saskatchewan (FCAA) have published for comment a proposed new prospectus exemption, the Small Business Financing exemption, which is intended to be available to streamline the financing process for small businesses in Alberta and Saskatchewan raising up to $5,000,000 from investors in those provinces. If adopted, the new exemption will be provided by local blanket orders.
Comment period ends: May 7, 2021.
CSA Multilateral Notice and Request for Comment Proposed Order 45-539 Small Business Financing
The Canadian Securities Administrators (CSA) published amendments to CSA Staff Notice 41-307 Concerns regarding an Issuer’s Financial Condition and the Sufficiency of Proceeds from a Prospectus Offering (Revised) that was published March 2, 2012. The Notice provides an update to the guidance regarding the financial condition of an issuer and/or the sufficiency of proceeds in the context of a prospectus offering.
February 2021
CSA jurisdictions are providing an update regarding the effective date of the amendments in respect of syndicated mortgages that were published August 6, 2020.
CSA Staff Notice 45-328 Update on Amendments relating to Syndicated Mortgages: NI 45-106 and NI 31-103
The Canadian Securities Administrators (CSA) today published CSA Staff Notice 51-362 Staff Review of COVID-19 Disclosures and Guide for Disclosure Improvements, providing key findings from recently completed reviews of issuers’ COVID-19 disclosure. Guidance and disclosure examples have been provided to assist issuers with reporting on the impacts of COVID-19 to their business and operations.
CSA Staff Notice 51-362 Staff Review of COVID-19 Disclosures and Guide for Disclosure Improvements
January 2021
Alberta Securities Commission Rule 45-509 Offering Memorandum for Real Estate Securities was made effective by the Commission on September 15, 2004.
The rule has seen very limited use in recent years. Accordingly, the Commission proposes to repeal it, in order to streamline Alberta securities legislation and reduce regulatory burden.
ASC Notice of Proposed Repeal of ASC Rule 45-509 Offering Memorandum for Real Estate Securities.
Real-time market data (RTMD) contains vital information about securities markets, including information about orders, share prices, and liquidity. Concerns remain about the accessibility and cost of RTMD in an environment where trading is fragmented across multiple venues. This Consultation Paper presents the results of our fact-finding review and the concerns raised by Canadian market participants. This Consultation Paper also seeks feedback on proposed options that, if undertaken, could potentially alleviate some of these concerns.
CSA Consultation Paper 21-403 Access to Real Time Market Data