What's new in regulation at the ASC? Check back often for the latest updates.
NOTE: Until rules or instruments become effective as evidenced by their publication in The Alberta Gazette (see section 225 of the Securities Act (Alberta)), they are subject to non-substantive changes. Should such changes occur, a revised version of the relevant rule or instrument will be published on this website.
Industry and public consultation is an important part of the regulatory process and provides good input into new or revised legislation. When the ASC or the Canadian Securities Administrators (CSA) believes new or revised regulation is required, they will typically publish the proposed new documents for public comment.
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January 2020
The Canadian Securities Administrators (the CSA or we) have either approved or not objected to the Trading Fee Rebate Pilot Study that applies temporary pricing restrictions on marketplace transaction fees applicable to trading in certain interlisted and non-interlisted securities (the Pilot Study). The implementation of the Pilot Study will be conditional on the implementation of a similar study in the United States (the SEC Fee Pilot). In the event the SEC Fee Pilot does not proceed, the CSA will not move forward with the implementation of the Pilot Study.
The Alberta Securities Commission published today ASC Notice 45-705 Compliance with Investment Limits Under the Offering Memorandum Prospectus Exemption. The notice published the results of a project examining issuer compliance with the investment limits laid out in Section 2.9(2.1)(b), Offering Memorandum (the OM Exemption) of National Instrument 45-106 Prospectus Exemptions.
CSA staff have today published a notice providing guidance on the perimeter of securities regulatory jurisdiction respecting entities facilitating the trading of crypto-assets. The guidance addresses circumstances where the underlying crypto-assets may not themselves be securities or derivatives, but an entity such as a platform holds custody of the crypto-assets and a user’s contractual right to the crypto-asset constitutes a derivative or security.
The Canadian Securities Administrators (CSA) are publishing CSA Consultation Paper 51-405 Consideration of an Access Equals Delivery Model for Non-Investment Fund Reporting Issuers (the Consultation Paper) for a 60-day comment period. The Consultation Paper solicits views on the appropriateness of introducing an “access equals delivery” model in the Canadian market where delivery of a document is effected by the issuer alerting investors that the document is publicly available on the System for Electronic Document Analysis and Retrieval (SEDAR) and the issuer’s website. The CSA is seeking comment on, among other things, the scope and mechanics of access equals delivery, including the types of documents to which this model should apply.
The comment period ends on March 9, 2020.
December 2019
The Canadian Securities Regulators (CSA) today published CSA Staff Notice 81-332 Next Steps on Proposals to Prohibit Certain Investment Fund Embedded Commissions (Notice). The Notice explains that the participating provinces and territories expect to publish final amendments that will eliminate (i) upfront sales commissions by investment fund organizations to dealers, which would lead to the end of the Deferred Sales Charge option and associated redemption fees, and (ii) trailing commissions by investment fund organizations to dealers who only execute orders and do not provide advice, such as discount brokers. The Notice states that participating jurisdictions expect to publish final amendments for adoption in 2020 and anticipate that both bans will have a transition period of at least two years from the publication date.
October 2019
The Alberta Securities Commission published today ASC Notice 45-704 Report on Compliance with the Accredited Investor Prospectus Exemption. The notice published the results of the survey of the use of the accredited investor prospectus exemption (AI Exemption) under section 2.3 of National Instrument 45-106 Prospectus Exemptions, including compliance with the qualification criteria of the AI Exemption.
ASC Notice 45-704 Report on Compliance with the Accredited Investor Prospectus Exemption
The CSA is publishing for a 90-day comment period proposed rule amendments to National Instrument 52-108 Auditor Oversight. The amendments are intended to provide the Canadian Public Accountability Board (CPAB) with improved ability to perform audit inspections. Under the proposed changes, some reporting issuers and audit firms may be required to take steps to provide CPAB with enhanced access to audit working papers, particularly in foreign jurisdictions.
The Canadian Securities Administrators (CSA) today published rule amendments to implement the Client Focused Reforms (the reforms) across Canada. These reforms are based on the fundamental concept that clients’ interests come first in their dealings with firms and individuals that are registered to give investment advice and trade in securities (registrants).
Registrants will be required to address material conflicts of interest in the best interest of their clients and put clients’ interests first when determining the suitability of investments. These fundamental changes are supported with enhancements to registrants’ obligations to “know your product,” “know your client,” consider specific suitability factors, and disclose important information to clients. Some changes introduce new obligations on registrants, while others raise the bar by codifying industry best practices.
The Investment Industry Regulatory Organization of Canada (IIROC) and the Mutual Fund Dealers Association of Canada (MFDA) were active participants throughout this process, and will amend their respective member rules, policies and guidance to be uniform with the changes published today.
The reforms come into force across Canada on December 31, 2019, provided all ministerial approvals are obtained. There will be a phased transition period, with the reforms relating to conflicts of interest and the associated relationship disclosure provisions taking effect on December 31, 2020, and the remaining changes taking effect on December 31, 2021.
To eliminate unnecessary barriers to financing, and better facilitate access to capital for start-ups and other small businesses, the Alberta Securities Commission (ASC) has effective immediately adopted Blanket Order 45-521 Start-up Crowdfunding Registration and Prospectus Exemptions (the Blanket Order). This Blanket Order provides an exemption from prospectus and registration requirements to facilitate start-up crowdfunding. Both issuers and registered funding portals can use the Blanket Order. It is also available to unregistered funding portals as soon as they comply with the terms of the registration exemption, which includes receiving confirmation that ASC staff have received all required documents.
Blanket Order 45-521 Start-up Crowdfunding Registration and Prospectus Exemptions
The Canadian Securities Administrators (CSA) today published CSA Multilateral Staff Notice 58-311 Report on Fifth Staff Review of Disclosure Regarding Women on Boards and in Executive Officer Positions (Notice). This notice summarizes key trends from this year’s review sample of 641 issuers’ disclosure about their representation of women on their boards and executive officer and other related disclosure requirements.
September 2019
The CSA is publishing for a 90-day comment period proposed rule amendments to implement eight initiatives to eliminate duplicative requirements, streamline regulatory processes, codify frequently-granted exemptions from certain rules for investment funds, and eliminate the need for certain regulatory approvals. These proposed changes are part of the CSA’s ongoing work to reduce regulatory burden for investment funds.
Comments should be submitted by December 11, 2019.
The CSA is publishing for a 90-day comment period proposed amendments to National Instrument 51-102 Continuous Disclosure Obligations relating to business acquisition reports as part of its reduction of regulatory burden project.
August 2019
CSA Staff Notice 95-301 Margin and Collateral Requirements for Non-Centrally Cleared Derivatives published by the Canadian Securities Administrators (CSA) provides notice to market participants that the CSA has decided to delay the implementation of the mandatory margin and collateral requirements for non-centrally cleared derivatives that were discussed in CSA Consultation Paper 95-401 Margin and Collateral Requirements for Non-Centrally Cleared Derivatives. The CSA will continue to monitor Canada’s derivatives markets and international developments.
CSA Staff Notice 95-301 Margin and Collateral Requirements for Non-Centrally Cleared Derivatives
CSA Staff Notice 31-355 OBSI Joint Regulators Committee Annual Report for 2018 is published jointly by the Canadian Securities Administrators (CSA), the Investment Industry Regulatory Organization of Canada (IIROC) and the Mutual Fund Dealers Association of Canada (MFDA). It is the fifth Annual Report of the Joint Regulators Committee (JRC) of the Ombudsman for Banking Services and Investments (OBSI). Members of the JRC are representatives from the CSA, IIROC and MFDA. The JRC and OBSI regularly meet to discuss governance and operations matters and other significant issues that could influence the effectiveness of the dispute resolution system. This notice provides an overview of the JRC, highlights matters considered and advanced by the JRC and provides an overview of a few of OBSI’s initiatives.
The Canadian Securities Administrators (CSA) today published CSA Staff Notice 51-358 Reporting of Climate Change-related Risks (Notice). This notice clarifies existing legal requirements and does not create any new ones. The guidance in this notice is intended to help issuers identify and improve their disclosure of material climate change-related risks.
CSA Staff Notice 51-358 Reporting of Climate Change-related Risks
June 2019
March 2019
Staff of the Canadian Securities Administrators (CSA Staff or we) have been examining the requirements in National Instrument 21-101 Marketplace Operation (NI 21-101) and in National Instrument 23-101 Trading Rules (NI 23-101) (together, Marketplace Rules) in respect of the reporting of material systems incidents by recognized exchanges (Exchanges) and alternative trading systems (ATSs) (together, Marketplaces) carrying on business in the jurisdictions of the Canadian Securities Administrators (CSA). We have also been reviewing the practices set out around those requirements in various recognition orders, rules and other sources of regulatory guidance. This Notice summarizes the key regulatory requirements with respect to the reporting of a material systems incident by marketplaces and sets out CSA Staff's expectations with respect to incident reporting. The Notice also describes CSA Staff's process for reviewing a marketplace's notification of a material systems incident as well as our role in addressing a material systems incident.
CSA Staff Notice 21-326 Guidance for Reporting Material Systems Incidents
Following the service interruption on April 27, 2018 that affected trading on TSX Inc. (TSX), Alpha Exchange Inc. (Alpha), TSX Venture Exchange Inc. (TSXV) and Bourse de Montréal (MX) (the Incident), CSA Staff undertook a review of the Incident and identified several issues that required further examination and follow up. This notice discusses the issues identified by CSA Staff during the course of, and as a result of, the Incident, through discussions with the affected marketplaces, market participants and the Investment Industry Regulatory Organization of Canada (IIROC), as well as follow-up actions that CSA Staff have taken or intend to take going forward.
CSA Staff Notice 21-325 Follow-up on Marketplace Systems Incidents
The Canadian Securities Administrators are publishing a CSA Staff Notice (the Notice) on final amendments to certain custody-related provisions of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103 and the Amendments, respectively). The Amendments are minor but deemed necessary to align the custody-related provisions in NI 31-103 with amendments to National Instrument 81-102 Investment Funds, which came into force on January 3, 2019. The Amendments are anticipated to come into force on June 12, 2019.
February 2019
The ASC is making amendments (Amendments) to ASC Rule 15-501 Rules of Practice and Procedure for Commission Proceedings. The Amendments will remove some outdated references and create or amend provisions that will further promote the efficient use of scheduled time for hearings.
ASC Notice Amendments to ASC Rule 15-501 Rules of Practice and Procedure for Commission Proceedings