Investment Funds & Asset Management

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INVESTMENT FUNDS & ASSET MANAGEMENT

Portfolio managers, investment fund managers and dealers operate in a fast-paced marketplace governed by a myriad of complex rules and regulations. This dynamic demands hands-on legal knowledge and practical advice to encourage success in a competitive environment. McMillan’s Investment Funds and Asset Management (IFAM) team is highly regarded for the depth of its expertise, at both transactional and regulatory levels, as well as in related practice areas including regulatory affairs, derivatives and tax.

We provide business-critical legal solutions and consultation services to Canadian and foreign financial institutions, fund managers, portfolio managers, dealers and service providers, helping them prepare, adapt and satisfy their regulatory obligations while taking a proactive approach to running their business.

As a leading investment funds and asset management law firm, McMillan has been called upon to represent some of the largest and most innovative players in market and to represent portfolio companies in a wide variety of industries.

McMillan helps clients by evaluating investment and acquisition proposals; advising target companies; structuring acquisitions and investments; negotiating and drafting acquisition and financing agreements; negotiating joint venture and co-investment arrangements; advising private equity funds and portfolio companies on day-to-day management issues, including restructurings, refinancing, employment matters and management incentives; and assisting with exit strategies, including sales, IPOs or recapitalizations.

INVESTMENT DEALERS INDUSTRY

Canadian Investment dealers are overseen by the Industry Regulatory Organization of Canada (IIROC) and the Canadian Securities Administrators. IIROC sets industry standards and has quasi-judicial powers, with the power to hold compliance hearings and suspend, fine or expel members for misconduct.

McMillan’s team of Industry lawyers are known and highly regarded for their expertise in the laws that govern the investment management industry, and for their understanding of the potential roadblocks that investment dealers may face.

McMillan helps investment dealers in the Canadian marketplace succeed by advising on structuring, tax, compliance, marketing, and ongoing operations in connection with public and private offerings of securities; advising on regulatory requirements that govern securities trading and advisory activities; responding to compliance inquiries and representing clients before regulators, if necessary; assisting with the establishment, merger, acquisition or restructuring of investment dealers or specific products and services; and advising on compliance with anti-money laundering and privacy laws.

Primary Contacts

View All Contacts

Michael Burns

Partner, Investment Funds & Asset Management

Toronto

michael.burns@mcmillan.ca Phone

416.865.7202

Jason A. Chertin

Partner, Investment Funds & Asset Management

Toronto

jason.chertin@mcmillan.ca Phone

416.865.7854

Leila Rafi

Partner, Capital Markets & Securities

Toronto

leila.rafi@mcmillan.ca Phone

416.945.8017

News

INSIGHTS (105 Posts)

Start of a New Term: ARRC Recommends CME Group’s Term SOFR

ARRC formally recommends CME Term SOFR. Term SOFR works similar to LIBOR and is the preferred RFR for business loans.

Sep 7, 2021

Cryptocurrencies and Digital Assets: Back to School Update on Recent Developments in Canada

This bulletin provides a “back to school” refresher on recent highlights and developments in Canada in the cryptocurrency and digital assets industry.

Sep 7, 2021

Canada Modifies Belarus Sanctions and Introduces Efficiencies to Report Requirements under Sergei Magnitsky Law

The Canadian government recently introduced modified sanctions against Belarus and efficiencies to report requirements under Sergei Magnitsky Law.

Aug 23, 2021

Watch as that Trust is Swept Away

Suppliers and subcontractors in the construction industry should be mindful of a recent unreported decision of the Ontario Superior Court of Justice.

Jul 30, 2021

The CSA Comes Full Circle to Protect the Vulnerable

Amended regulations by the CSA for registrants to protect older and vulnerable clients.

Jul 27, 2021

Amended Sanctions by the U.S. Regarding Investments in Certain Companies in China

An Executive Order prohibiting U.S. persons from purchasing securities of certain Chinese Military-Industrial Complex companies becomes effective August 2, 2021

Jul 26, 2021

SOFR Fundamentals: What We Know SO-FAR

SOFR is the preferred USD alternative RFR to LIBOR. We discuss what SOFR is, the types of SOFR, conventions for SOFR, and using SOFR in loan agreements.

Jul 21, 2021

Canadian Regulatory Direction and Pressure for Cryptocurrency Platforms

Canadian regulators affirm their position on 'crypto trading platforms' through CSA Staff Notice 21-329 and subsequent enforcement action.

Jul 7, 2021

Is Private Sector Privacy Legislation Looming in Ontario?

Ontario government seeks input on privacy policy proposals, signaling that Ontario private sector privacy legislation may be on the horizon

Jul 5, 2021

Making Sense of Non-GAAP Financial Measures

Capital market developments from the CSA regarding non-GAAP financial information.

Jun 30, 2021

ICMA Green Bond Principles Undergo Minor Facelift

Legal news bulletin discussing recent changes to ICMA Green Bond Principles.

Jun 17, 2021

Canadian Privacy Commissioners Issue Joint Guidance on Vaccine Passports

Commissioners warn that privacy considerations must be “front and centre” as organizations develop and implement vaccine passports in the coming months

May 25, 2021

Commercial Leases During the COVID-19 Lockdown: Where are we Headed?

Ontario has also passed legislation to protect commercial tenants.

May 17, 2021

Client Focused Reforms (CFRs): Everything you need to know about the new conflicts of interest requirements (but were afraid to ask)

The June 30, 2021 deadline for registered firms and their representatives to comply with the first phase of the CFRs relating to conflicts of interest is fast approaching. The new conflicts of interest requirements will require registrants to review and, where necessary, implement changes to their existing conflicts of interest policies and procedures.

Details

May 6, 2021 - 2:00 pm to 3:00 pm ET

Client Focused Reforms – Upcoming Deadline for Registrants to Comply with the Conflict of Interest Amendments

The June 30, 2021 deadline for registered firms and their representatives to comply with the new CFRs relating to conflicts of interest is fast approaching.

Mar 31, 2021

Canadian Government Expands National Security Guidance

On March 24, 2021, Canada’s Minister of Innovation, Science and Industry announced that the government updated its National Security Guidelines.

Mar 25, 2021

Ontario’s Capital Markets Modernization Taskforce Looks to Level the Playing Field

This bulletin focuses on Ontario’s Capital Markets Modernization Taskforce's recommendations aimed at ensuring a level playing field.

Mar 10, 2021

Thinking of Forming an ESG Fund? Five Pointers for Fund Managers

This article aims to highlight five key pointers for fund managers to think about when launching an ESG fund

Mar 10, 2021

LIBOR Newsflash: FCA Announces Dates for Official Cessation and Loss of Representativeness of LIBOR

FCA announces dates for the official cessation and loss of representativeness of LIBOR. Implications for Lenders.

Mar 10, 2021

iAnthus Decision Changes the Landscape for Corporate Plans of Arrangement under the BCBCA by Permitting Third-Party Releases

The iAnthus decision affirmed by the Court of Appeal holds that a British Columbia company can use the BCBCA to restructure and obtain 3rd party releases.

Feb 23, 2021

LIBOR Newsflash: Announcement on Official Cessation of LIBOR is Expected Soon

IBA and FCA expected to make announcement about the official cessation of LIBOR. Timelines for ceasing new issuances of LIBOR loans.

Feb 18, 2021

CSA Propose Changes to Registration Information, Outside Activities and Reporting Requirements as part of Reduction of Regulatory Burden Initiative

February 4, 2021 - the Canadian Securities Administrators have proposed amendments to the registration information provided by registered individuals and firms.

Feb 17, 2021

Canadian Regulators Remove Key Barrier to Distribution of Alternative Mutual Funds – New Courses Will Permit Mutual Fund Dealers/Registered Firms to Trade in Securities of Alternative Mutual Funds

Canadian securities regulators provide additional proficiency options for distributing alternative mutual funds

Jan 29, 2021

‘But to What Effect?’ The Supreme Court of Canada Clarifies the Anti-deprivation Rule in Chandos

The authors discussion of the Supreme Court of Canada's decision in Chandos Construction affirming the anti-deprivation rule and consider its implications

Nov 16, 2020

Launching into the Office for Economic Growth and Innovation – From LaunchPad to New Branch of the OSC

The OSC has recently published a Charter for the Office of Economic Growth and Innovation, a newly established branch of the OSC.

Nov 11, 2020

Canada’s New Cybersecurity Certification Goes Live

The federal government has launched a voluntary CyberSecure program to help small and medium-sized organizations protect against cybersecurity threats

Oct 13, 2020

Mandatory Indoor Face Coverings: What Ontario Employers Need to Know

Oct 6, 2020

Beware of a Potential New Duty of Care for Investment Fund Managers – Six Takeaways from Wright v. Horizons

Review of Wright v. Horizons and potential future implications on IFAM industry.

Sep 23, 2020

Ontario Amends Employment Standards Legislation in Response to COVID-19

Ontario passes new protected leave of absence for employees impacted by COVID-19, and suggests COVID-19
cases should be reported as occupational illnesses.

Aug 5, 2020

Fund Managers – What You Need to Know to Raise Money in the US and Canada

Thinking about raising institutional capital to expand your reach in North America? There are a variety of considerations that impact how you do business in Canada and the United States.

Jul 16, 2020

Psychedelics and Canada’s Regulatory Landscape

A primer on the emerging psychedelics industry and how it fits into Canada's legal framework.

Jul 10, 2020

Privacy Penalties – Canadian Competition Bureau Wades Into Privacy Enforcement

Organizations operating in Canada are advised to immediately review their privacy-related policies and marketing to avoid false or misleading representations

May 26, 2020

Update – Securities Regulators Publish Reforms to Enhance Client-Registrant Relationship

Apr 30, 2020

Unbearable Lite-ness: Lenders’ Remedies in the Age of Missing Covenants

The author discusses the recent trend toward borrower-friendly loan documents and the remedies available to lenders in Canada.

Mar 23, 2020

Coronavirus: Harbinger of a New (Old) Approach to Restructuring in Canada?

Restructuring options and challenges in the time of COVID-19.

Mar 20, 2020

Challenges and Opportunities for Canadian Investors in Brazilian Insolvency Proceedings: Lessons from the IBA’s 2019 Global Restructuring Conference

The authors discuss unique aspects of Brazil's insolvency regime relevant for Canadian investors, including the role of equity, DIP loans, and jurisdiction.

Jan 21, 2020

Contact Information Posted on Websites Not Necessarily Up for Grabs

Investigation findings of the Office of the Privacy Commissioner highlight issues surrounding the use of personal contact information posted on websites

Dec 19, 2019

Amendments to the CCAA, BIA and CBCA Now in Force

Authors discuss changes in 2019 to Canadian corporate and restructuring statutes and their possible implications for insolvency practice in Canada

Nov 19, 2019

The Novel Exemptive Relief Chronicles

Ontario Securities Commission exemptive relief decision clarifies ability of investment fund managers to permit rehypothecation of portfolio assets.

Sep 20, 2019

New Proposed Legislation to Refine Mutual Fund “Allocation to Redeemers” Methodology

Budget 2019 proposed new rules to combat tax strategies employed by certain mutual fund trusts to disproportionately allocate capital gains to redeeming unitholders under the so-called “allocation to redeemers” methodology.

Jul 30, 2019

Employees’ Duty to Mitigate: Comparable Employment Does Not Mean Any Employment

The Ontario Court of Appeal has confirmed in a recent decision that an employee’s duty to mitigate following a without cause termination does not require the employee to accept a notably lesser position with the same employer.

Jul 24, 2019

No Longer “Beasts of Burden” OSC Reduces Regulatory Load for Registrants on Two Fronts

The Ontario Securities Commission (“OSC”) recently announced two important changes to certain regulatory requirements

Jul 22, 2019

Canadian Investment Managers: Doing Business in the U.S.

Thinking about raising institutional capital to expanding your reach to the United States? There are a variety of considerations that will impact how you do business south of the border so we invite you to join us as we provide an overview of U.S. regulation.

Details

June 5, 2019 - 4:00 pm to 6:45 pm

TOP TWELVE THINGS TO KNOW – New Canadian Trademarks Act June 17, 2019

On June 17, 2019 major changes to Canada’s Trademarks Act will come into force.

Jun 4, 2019

OSC Waives Fees for Late OBA Disclosures as Part of Burden Reduction Project

On May 15, 2019, the Ontario Securities Commission (“OSC”) announced that registrants will no longer have to pay late fees associated with the disclosure of outside business activities (“OBAs”) past the required deadline.

May 21, 2019

A Million Reasons – NextBlock OSC Settlement Agreement Highlights Risks of Using Marketing Presentations to Solicit Investments

A recent Ontario Securities Commission (“OSC”) settlement agreement with NextBlock Global Limited (“NextBlock”) and Alex Tapscott (“Tapscott”) highlights the risk associated with issuers providing investor presentation slide decks or other marketing documents to prospective investors.

May 21, 2019

Canadian Corporate & Restructuring Legislation: Changes Could be on the Way

Bill C-97 (the “Bill”) was introduced in Parliament to implement the federal budget tabled by the Liberal government on March 19, 2019.

May 10, 2019

Budget 2019: CRA Refines Mutual Fund Allocation to Redeemers Methodology and Tightens Rules on TFSAs

Budget 2019, released on March 19, 2019, proposes new rules to combat tax strategies perceived by the Government

Apr 1, 2019

OSC Levies Fines With Respect to Improper Performance Fees

On February 19, 2019, the Ontario Securities Commission issued an Order approving the settlement agreement reached between OSC staff, AlphaNorth Asset

Mar 13, 2019

Failure to Launch – OSC Director Determines That Bitcoin Fund is Not Ready for the Retail Spotlight

A February 2019 decision by the OSC provides insights into hurdles related to launching retail investment funds that hold cryptoassets in Canada.

Feb 27, 2019

Amendments to the Canada Shipping Act, 2001 and Marine Liability Act

On December 13, 2018, Bill C-86, A second Act to implement certain provisions of the budget tabled in Parliament on February 27, 2018 and other measures, otherwise known as the Budget Implementation Act was given royal assent.

Feb 13, 2019

The Novel Exemptive Relief Chronicles Public Mutual Funds Permitted to Invest Limited Amounts in Private Pooled Funds

These bulletins will review unique and interesting exemptive relief orders issued at times by the CSA to Canada's investment funds and asset management industry

Feb 12, 2019

Registered Dealers, Advisers and Entities Relying on Registration Exemptions Take Note – Canada adds New Individuals to its Sanctions List

Jan 8, 2019

Cutting Out the Middle Man – Proposed Prohibition of Embedded Commissions

On Sep 13, 2018, the Canadian Securities Administrators published a notice and request for comment outlining Proposed Amendments to National Instrument 81-105.

Oct 19, 2018

Liquid Alternatives Now a Reality Alternative Mutual Funds Regime Scheduled to Come Into Force January 3, 2019

The Canadian Securities Administrators have published the much anticipated final version of amendments introducing a "liquid alternatives" regulatory regime

Oct 5, 2018

CSA Releases Client-Focused Reforms to NI 31-103 in Response to Client-Registrant Relationship Concerns

June 21, 2018, the CSA released reforms to better align the interests of securities advisors, dealers, and representatives with the interests of their clients.

Jul 18, 2018

Proposed CSA Derivatives Registration Rule Part 1 – Who Must Register

On April 19, 2018, the Canadian Securities Administrators (the "CSA") published new draft rules governing the registration of derivatives market participants.

May 28, 2018

CSA Considers Reforms to the Syndicated Mortgage Regime and Seeks Input from Industry Participants

May 10, 2018

Making “The Golden Years” Truly Golden – OSC Seniors Strategy Establishes Guideposts for Registrants to Tailor Services to Older Clientele

Ontario Securities Commission (the "OSC") published OSC Staff Notice 11-779 Seniors Strategy and brings attention to the unique challenges relating to the financial lives of Ontario seniors (65+)

May 7, 2018

McMillan Client Alert – The CSA Release A New and Improved Suppression of Terrorism Report

The Canadian Securities Administrators have published CSA Staff Notice 31-352 Monthly Suppression of Terrorism and Canadian Sanctions Reporting Obligations.

Mar 16, 2018

Ontario Court of Appeal Provides Guidance on Insider Trading and Tipping in Finkelstein v. OSC

When should one ought to know that their tip is from an insider?

Feb 12, 2018

McMillan Client Alert – For Registered Dealers, Advisors and Firms Relying on International Dealer or International Advisor Exemption

McMillan Client Alert - For Registered Dealers, Advisors and Firms Relying on International Dealer or International Advisor Exemption

Dec 14, 2017

Key Corporate Governance and Disclosure Developments in 2017

Dec 4, 2017

OSC Grants Exemptive Relief to Token Funder Inc.

Nov 1, 2017

CSA Release Oversight Review Report of the MFDA

CSA Releases Oversight Review Report of the MFDA

Oct 10, 2017

A New Tax on Investment Funds: Distributions to General Partners (GPs) of “Investment Limited Partnerships” Possibly Subject to GST/HST

A New Tax on Investment Funds: Distributions to General Partners (GPs) of "Investment Limited Partnerships" Possibly Subject to GST/HST

Oct 2, 2017

CSA amendments to NI 31-103 and NI 33-109 to enhance custody requirements and housekeeping changes

Sep 12, 2017

MFDA Announces New Proficiency Standards for Selling ETFs

Aug 9, 2017

CSA warns about false or misleading information in registration applications

Jul 27, 2017

Regulatory Reset for Reports of Canadian Private Placements Last revised in June 2016, regulators are taking another kick at Form 45-106F1

Regulatory Reset for Reports of Canadian Private Placements

Jun 15, 2017

Taking CASL by Storm: Compliance Tips for Investment Fund Managers

Jun 15, 2017

Regulators Rethink “Best Interest” Standard for Registrants

Regulators Rethink "Best Interest" Standard for Registrants

May 30, 2017

The tides are changing for cyber regulation, and you may need to take action in order to stay afloat

Apr 5, 2017

Budget 2017: Timing of Recognition of Gains and Losses on Derivatives

Mar 29, 2017

Interoil/Exxon Plan of Arrangement: Third Time’s A Charm

Interoil/Exxon Plan of Arrangement: Third Time's A Charm

Mar 24, 2017

CSA Publish Final Proxy Voting Protocols

Feb 1, 2017

Consultation on the Option of Discontinuing Embedded Commissions

Jan 31, 2017

CSA Provides Cybersecurity Risk Disclosure Guidance and Best Practices for Reporting Issuers

Jan 6, 2017

CSA Release MFDA Oversight Review Report

Dec 17, 2016

Introducing Liquid Alternatives: Game changer for Canadian hedge funds

Nov 9, 2016

Offshore Investment Fund Property Rules Clarified by the Tax Court

Jul 28, 2016

Tips for Startups – Understanding the Stages of Equity Financing

Jul 11, 2016

Conduct Controlled: CSA Proposes Derivatives Business Conduct Rules

Apr 26, 2016

Budget 2016: Reversal of Previously Announced Tax Exemption for Charitable Donations

Mar 31, 2016

Budget 2016: New Rules Governing the Taxation of “Switch Fund” Shares

Budget 2016 – New Rules Governing the Taxation of “Switch Fund” Shares

Mar 31, 2016

Time to Make it Clear, Part III: CSA Republishes Notice and Request for Comments on Proposed Rules for Mandatory Central Counterparty Clearing of OTC Derivatives

Mar 2, 2016

Approaching Harmonization: Reporting to Go Live Across Canada

Feb 2, 2016

CSA Proposes Amended Risk Disclosure for Mutual Funds and ETFs

On December 10, 2015, the Canadian Securities Administrators published proposed amendments to risk disclosure requirements for mutual funds and exchange-traded mutual funds.

Dec 21, 2015

Mind Your Margin: OSFI Releases Draft Guideline on Margin Requirements for Non-Centrally Cleared Derivatives

Oct 28, 2015

Shrink-wrapped: Why foreign issuers may still require a Canadian wrapper

Sep 17, 2015

2 Become 1: CSA Proposes Creation of Single Exempt Distribution Reporting Regime

Aug 20, 2015

CSA Proposes New Disclosure Requirement for Exchange Traded Funds

Jun 29, 2015

Time to Make it Clear, Part II: The CSA Publishes Notice and Request for Comments on Proposed Rules for Mandatory Central Counterparty Clearing of OTC Derivatives

Mar 11, 2015

CSA Adopts Amendments to Accredited Investor and Minimum Amount Investment Prospectus Exemptions Managed Accounts are now Accredited Investors for Investment Funds in Ontario

CSA Adopts Amendments to Accredited Investor and Minimum Amount Investment Prospectus Exemptions
Managed Accounts are now Accredited Investors for Investment Funds in Ontario

Feb 24, 2015