In September 2012, the Ontario Securities Commission
(OSC) established an ad hoc Exempt Market Advisory Committee
(EMAC) whose mandate is to advise staff on possible regulatory
approaches to the capital raising segment of the exempt market.
The EMAC will advise on potential new capital raising
prospectus exemptions for business enterprises that could be
introduced in Ontario. EMAC is composed of 18 members from
various sectors of the exempt market and includes me in my
capacity as Chairman of the EMDA.
EMAC met as a group during the fall of 2012 with representatives
of the OSC as part of their preliminary consultations on the
concept ideas set out in OSC Staff Consultation Paper 45-710 –
Considerations for New Capital Raising Prospectus Exemptions
(the Consultation Paper). Jo-Anne Matear, Manager, Corporate
Finance Branch, has led a team of more than eight senior OSC
staff in developing the concepts set out in the Consultation Paper.
The EMDA is very pleased with the leadership that
Howard Wetston, Q.C., Chair of the OSC and OSC staff
have taken in seriously considering new ways to raise
capital in Ontario, including the Offering Memorandum.
Mr. Wetston led an EMAC meeting and has been quite involved in
developing the Consultation Paper under the capable stewardship
of Ms. Matear.
Although the EMDA had input into the Consultation Paper
and will reserve its specific comments for our comment letter to
the OSC, we believe that the resources and the ideas discussed,
whether one agrees with them or not, represents the type of
progressive and open-minded thinking we need in Canada when
it comes to raising capital. Selling securities over the internet, the
adoption of an offering memorandum exemption in Ontario and
prospectus exemptions based on investment knowledge and
registrant advice are concepts that need more discussion and
action at a time when Canada needs to raise more capital to help
businesses and create jobs, while still protecting investors.
The EMDA strongly encourages readers to submit comment
letters to the OSC on the Consultation Paper by March 8, 2013,
the end of the public comment period.
EMDA Survey on the Consultation Paper
The EMDA has published an EMDA Survey on the Consultation
Paper and would greatly appreciate your feedback to help shape
our response – the survey is available at:
Aggregate survey results will be shared with the OSC as part
of the EMDA comment letter and posted on the EMDA website.
For more information contact:
By Brian Koscak, EMDA Chairman and Partner, Cassels Brock & Blackwell LLP
Update on the OSC’s
Exempt Market Advisory Committee