Practical commentary on securities law, exempt market compliance, fund formation, investor reporting, and private capital markets.
Record-keeping is a core compliance consideration for Ontario private fund managers and fund sponsors. This article explains the NI 31-103 books-and-records framework, the documentation issuers should retain to support prospectus exemption reliance under NI 45-106, what the OSC typically examines during compliance reviews, and practical approaches to digital retention, outsourcing, and cross-border storage.
Tax structuring is a key component of real estate fund formation and management in Canada. This article reviews principal tax considerations for fund sponsors, including vehicle selection, partnership taxation, rollover transactions, non-resident investors, capital cost allowance and recapture, land transfer tax issues, and tax planning considerations throughout the fund lifecycle.
Effective client onboarding is essential to regulatory compliance for exempt market dealers (EMDs). This article outlines the principal onboarding documents Ontario EMDs should maintain under NI 31-103, including KYC and AML documentation, suitability assessments, conflict disclosures, investor risk acknowledgements, consent forms, and books-and-records requirements.
Crypto asset funds operate within Canada’s established securities-law regime. This article outlines the principal regulatory considerations for fund sponsors and managers, including asset classification, fund structure, registration, custody, disclosure, investor eligibility, and ongoing compliance requirements.
Trust structures can be effective for certain Canadian private investment funds, particularly where distribution mechanics or specific Income Tax Act (Canada) objectives are important. They also introduce trustee fiduciary duties, added governance requirements, and a greater likelihood of “investment fund” characterization with related regulatory consequences. This guide reviews the Ontario legal framework and key structuring trade-offs.
Institutional platforms dominate on scale, but smaller fund managers can compete through focus, agility, and disciplined governance. This article outlines how Canadian boutique fund managers can position niche strategies, build compliance and operations, and use regulatory frameworks to attract capital despite limited track records.
Engaging U.S. dealers or finders to access U.S. investors, or placing U.S. funds with Canadian investors, requires careful coordination of Canadian and U.S. securities laws. This article outlines how Ontario issuers and EMDs can structure cross-border distributions, manage intermediary roles, and avoid unregistered dealer and exemption failures.
Income and development real estate funds raise capital under the same securities framework but face very different investor expectations and regulatory risks. This article contrasts how Ontario sponsors should approach fundraising, disclosure, structuring, and compliance for stabilized income funds versus higher-risk development funds, including hybrid strategies and regulator focus areas.
In Ontario and across Canada, private issuers often choose between the accredited investor and offering memorandum exemptions in NI 45-106. This article explains how each route affects investor eligibility, disclosure, suitability, filing, and liability, with practical examples to support exemption planning in real-world raises, including Toronto-based issuers.
Investor disputes are a major risk in private investment funds, frequently driven by misaligned expectations, unclear disclosures, or preferential treatment. This article outlines how Ontario fund sponsors can proactively avoid disputes by aligning offering documents, communications, governance, valuation practices, and investor rights with regulatory and commercial realities.