• educational proficiency;
• capital and solvency standards;
• audited financial statements;
• KYC, KYP and trade suitability;
• compliance policies and procedures;
• books and records;
• trade confirmations and client statements;
• disclosure of conflicts of interest and
• complaint handling;
• dispute resolution;
• maintenance of internal controls and
supervision sufficient to manage risks
associated with its business;
• prudent business practices requirements;
• registration obligations; and
• submission to regulatory oversight and
dealer compliance reviews.
EMDs may focus on certain market
sectors (e.g., oil and gas, real estate,
mining or minerals, technology, venture
financing, etc.) or may have a broad cross‐
sector business model. EMD clients may
be companies, institutional investors,
accredited investors or investors who
purchase exempt securities pursuant to an
offering memorandum or another available
EMDs provide many valuable services
to small and medium size enterprises
(SMEs), large businesses, investment funds,
merchant banks, financiers, entrepreneurs,
and individual investors, through their
ability to participate in the promotion,
distribution and trading of securities, as
either a principal or agent.
PCMA’s COMMENTS ON THE PROPOSED
Our answers to the questions you have
asked in connection with the Proposed
Amendments are set out below. We have
reproduced the questions for ease of
The PCMA’s main concern with New
Brunswick’s consideration of the Proposed
Amendments is the absence of sufficient
evidence to support the changes proposed
by the FCNB.
We understand that the offering
memorandum exemption under section
2.9 of National Instrument 45‐106 Prospectus and Registration
Exemptions (the OM Exemption) is rarely used in New Brunswick.
We have also reviewed the New Brunswick Capital Markets
Report 2013 published by the FCNB and found no information
about the use, or non‐use, of any particular prospectus exemptions,
including the OM Exemption. Specific information about New
Brunswick’s experience with these exemptions would have been
helpful to understand the FCNB’s rationale for proposing changes
to the OM Exemption.
INCREASED FINANCIAL & REGULATORY REPORTING REQUIREMENTS.
Where do you go from here?
In today’s complex business environment, brokers and business leaders are under pressure
to keep up with changing requirements and increased regulatory scrutiny. Bringing the
most current knowledge, in-depth experience and strong leadership capabilities, MNP
is committed to working closely with private capital markets across Canada to help our
clients take their business to the next level.
Contact Sean Du Plessis, CPA, CA at 403.536.2161 or firstname.lastname@example.org or
contact Stephen Warden, CPA, CA, CMA at 416.515.3893 or email@example.com