Articles

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.

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.

As real estate sponsors seek external capital to scale, many convert holding companies into fund structures. This article outlines the Canadian and Ontario legal framework for that transition, covering corporate reorganisation, tax-deferred rollovers, prospectus exemptions, registration risk, investor onboarding, and governance requirements essential to a defensible fund launch.

When an Ontario-based fund accepts investors in British Columbia or Alberta, the fundraising becomes multi-jurisdictional. While NI 45-106 provides a national framework, provincial filing, fee, exemption, and registration nuances apply. This overview explains how cross-province distributions trigger additional compliance considerations and where sponsors most often encounter regulatory risk.

Mortgage Investment Corporations (MICs) are widely used in Canada’s private mortgage lending market because they can provide tax flow-through with the structural benefits of a corporation. This article explains key Ontario legal issues for MICs, including Income Tax Act (Canada), s. 130.1 qualification, securities compliance, registration risk, valuation discipline, and governance.

Real estate development limited partnerships are widely used in Ontario to combine private capital, tax flow-through treatment, and clear governance. This article explains the core limited partnership structure, how private placements typically rely on NI 45-106 exemptions, where NI 31-103 registration risk can arise, and the practical issues regulators and investors scrutinize.