Articles

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.

Enforcement in Canada’s exempt market often starts with a small set of recurring issues: unregistered dealing, weak NI 45-106 documentation, misleading marketing, conflicts, and incomplete KYC/AML files. This Ontario-focused guide explains what regulators look for, why issues escalate, and how fund managers can reduce avoidable regulatory exposure.

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.

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.

An exempt market dealer in Canada acts as the registered intermediary for private capital raises under prospectus exemptions. This article explains what EMDs do in practice, when issuers must engage one, how NI 31-103 and NI 45-106 apply, and how using an EMD can reduce registration, eligibility, and compliance 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.

Raising capital under prospectus exemptions in Canada does not automatically eliminate dealer registration risk. This article explains how Ontario fund sponsors can determine whether they may raise capital directly or must engage an exempt market dealer, focusing on the “in-the-business” test, solicitation, compensation, and practical compliance controls.

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.