Practical commentary on securities law, exempt market compliance, fund formation, investor reporting, and private capital markets.
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.
Investment fund manager registration depends on substance rather than titles. Determining whether registration is required involves identifying whether the vehicle is an investment fund, who directs its business, operations and affairs, whether there is a sufficient territorial connection to the applicable Canadian jurisdiction, and whether any registration exemption applies.
Redemption rights must be aligned with the liquidity profile of a private investment fund. This article explains how Ontario fund sponsors should structure, draft, disclose and administer redemption provisions, including lock-up periods, notice requirements, valuation, redemption gates, suspension rights and liquidity risk management, while meeting regulatory expectations.
A private placement memorandum (PPM) is a disclosure document commonly used in Ontario exempt market offerings, especially under the accredited investor exemption. Although generally not required by securities legislation, a PPM supports investor disclosure, compliance, and risk management. This article explains what a PPM is, how it differs from an offering memorandum (OM), and when issuers use one.
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.