Articles

Canadian issuers raising capital across borders should consider whether and how U.S. securities laws apply. This article examines U.S. Regulation S, including offshore transactions, directed selling efforts, Rule 903 categories and resale restrictions, and explains how Canadian companies and private investment funds can coordinate Regulation S with NI 45-106 and Regulation D.

Learn how private mutual fund trusts (MFTs) are taxed in Canada, including trust distributions, taxable income, return of capital, reinvested distributions, capital gains, redemptions and the capital gains refund. This article also explains how unit trust and MFT status affect fund structuring, documentation and annual tax administration.

Conflicts of interest in Ontario private real estate funds can arise from related-party transactions, affiliate fees, investment opportunity allocation and valuation practices. Effective conflict management requires appropriate provisions in the fund documents, clear offering disclosure and, where applicable, consideration of the independent appraisal requirements under NI 45-106 and registrant obligations under NI 31-103.

Exempt market dealers often use both securities lawyers and compliance consultants. The appropriate division of work depends on the nature and risk of the issue. This article examines where legal advice is generally appropriate, where consultants can provide effective operational support, and how EMDs can coordinate both within their NI 31-103 compliance systems.

Learn when and how private placements may be advertised in Ontario under NI 45-106. This article explains the interaction between prospectus exemptions and dealer registration requirements under NI 31-103, including practical guidance on marketing, accredited investors, exempt market dealers, referral arrangements, and compliance risks for issuers.

This guide explains the purpose and key provisions of subscription agreements used in Canadian private placements. It discusses investor representations, prospectus exemption compliance, common drafting issues, and practical considerations for issuers conducting exempt market financings under NI 45-106 and related Canadian securities laws.

This article explains the accredited investor exemption under NI 45-106, one of Canada’s principal prospectus exemptions for private placements. It discusses who qualifies as an accredited investor, how issuers rely on the exemption, verification requirements, dealer registration considerations, common compliance issues, and practical guidance for conducting compliant exempt market financings.

The Family, Friends and Business Associates (FFBA) exemption under NI 45-106 allows eligible private companies to raise capital without a prospectus from specified family members, close personal friends and close business associates of an issuer’s principals. This article explains the exemption’s requirements, Ontario-specific obligations, common compliance pitfalls, and practical due diligence steps for issuers.

Learn how Ontario’s private issuer exemption under NI 45-106 works, who may rely on it, the exclusion for investment funds, the requirements for permitted purchasers, and the circumstances in which an issuer may lose private issuer status. This guide outlines key compliance considerations for private financings.

Portfolio manager registration under Ontario securities law depends on the substance of advisory activities, not titles or organizational structure. This article explains when advising becomes a registrable business, key regulatory factors, common misconceptions, discretionary authority, Ontario connections, and potential exemptions under NI 31-103.