Articles

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.

When raising capital through an exempt market dealer, the EMD agreement defines regulatory risk allocation. This article outlines how Ontario issuers and EMDs should structure and draft EMD agreements, covering scope of services, compliance obligations, compensation, filings, indemnities, conflicts, and termination to ensure a regulator-defensible distribution.

FATCA and the Common Reporting Standard are now core compliance obligations for certain Canadian funds with non-resident or U.S. investors. This article explains how fund managers must classify investors, collect self-certifications, monitor changes in tax residence, report annually to the CRA, and integrate FATCA/CRS into onboarding, data systems, and governance frameworks.

Many exempt market dealers encounter regulatory issues due to scope misalignment, weak onboarding and suitability processes, custody and capital errors, or inadequate conflict disclosure. This article outlines the most common EMD registration pitfalls in Ontario and provides practical guidance on how firms can structure controls to avoid enforcement risk.

A policies and procedures manual (PPM) must be a living compliance document. This article outlines how Ontario registrants can audit their PPM under NI 31-103, including review scope, testing of actual practices, regulator focus areas, remediation steps, and how a documented audit cycle strengthens governance and enforcement defensibility.

Role confusion between issuers, exempt market dealers, and advisers is a frequent source of regulatory risk. This article clarifies the legal responsibilities of each party in Ontario’s exempt market, explains how their roles intersect, and outlines practical steps to allocate duties clearly and avoid unregistered dealing or advising.

For Canadian real estate LPs raising capital under prospectus exemptions, investor communication is where disclosure risk accumulates after closing. This article focuses on how inconsistencies arise between offering documents and ongoing reporting, and how smaller issuers can structure a defensible reporting framework.