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.

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.

KYC and AML in Canada’s exempt market sit at the intersection of securities compliance and federal AML rules. Even when a dealer is involved, fund sponsors still need disciplined onboarding, beneficial ownership clarity, and consistent records. This guide explains the Ontario-focused framework, when PCMLTFA applies, what FINTRAC expects from securities dealers, and practical controls that reduce regulatory and reputational risk.

Ontario, Canada’s offering memorandum (OM) exemption under NI 45-106 can broaden access to capital beyond accredited investors, but it requires disciplined disclosure, careful marketing controls, and reliable closing and filing processes. This guide explains the legal framework in Ontario, key definitions and limits, practical steps to run an OM offering, and common regulatory focus areas.

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.