Articles

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.

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.

Foreign capital is a major source of funding for Canadian real estate funds, but it brings heightened legal complexity. This article outlines the key issues fund sponsors must manage when admitting non-resident investors into Canadian real estate funds, including foreign-ownership restrictions, tax and withholding, securities-law compliance, and cross-border structuring.

Canadian and U.S. private placement regimes approach investor protection and capital raising differently. This article compares Canada’s NI 45-106 exemptions with U.S. Regulation D, highlighting key differences in solicitation rules, accredited investor thresholds, filings, and resale restrictions, and explaining how cross-border issuers can align both frameworks.

Investment funds raising capital across multiple jurisdictions cannot rely on a single, generic offering document. This article explains how Canadian fund sponsors should draft and coordinate base private placement and offering memoranda, jurisdiction-specific wrappers, and subscription documents to comply with NI 45-106 and foreign regimes while managing disclosure, filing, and investor-eligibility risk.

Canadian private issuers raising capital from U.S. investors must simultaneously qualify for a prospectus exemption in Canada (such as NI 45-106, s. 2.3 (Accredited Investor exemption)) and the U.S. (such as Regulation D). This article outlines how U.S. Rules 506(b) and 506(c) work, how to manage solicitation and accreditation verification, and how to structure filings, disclosures, and documentation to avoid cross-border compliance failures.

When raising capital from both U.S. and Canadian investors, a parallel fund structure is often the most efficient solution. This article explains how sponsors can structure parallel vehicles to manage tax and regulatory differences, align investor economics, and implement compliant governance, distribution, and operational frameworks across jurisdictions.