Offering Memorandum Exemption in Canada – Word Cloud

OM Exemption Tagedo

Word cloud image for the Offering Memorandum Exemption in Canada. The offering memorandum exemption is a prospectus exemption that is available across Canada except Ontario where it is currently under consideration by the Ontario Securities Commission. Certain other jurisdictions in Canada are also looking at changing the offering memorandum exemption by, for example, introducing a […]

PCMA Comment Letter to Proposed CSA Changes to Accredited Investor and Minimum Amount Exemptions

As Chair of the Private Capital Markets Association of Canada (PCMA), I am pleased to have contributed to the preparation and submission of the PCMA’s comment letter to the Canadian Securities Administrators (the CSA) about proposed changes to the accredited investor exemption (theAI exemption) and the minimum amount exemption (the MA exemption) as set out […]

Part I – Offering Memorandum Exemption Finally Proposed in Ontario! Other Regulators Also Mulling Changes

On March 20, 2014, the Ontario Securities Commission (the OSC) published for comment a long awaited proposal for a new offering memorandum exemption in Ontario based on a variant of the Alberta model as set out in Section 2.9 of National Instrument 45-106 Prospectus and Registration Exemptions (the OM Exemption). On the same date, Canadian […]

Misrepresentations in a Private Placement Offering Memoranda in Canada


By Brian Koscak and Alixe Cormick An offering memorandum (OM) must contain all information material to the investment opportunity to enable an investor to make an informed investment decision. What information is material depends on the specific business and investment opportunity of an issuer. Under Canadian securities laws, an issuer must ensure there is no […]

Part II – Canadian Securities Regulators Propose New ‘Asset Backed Commercial Paper’ Exemption

Koscak_SecuritiezedProducts_1 (2)

By: Brian Koscak, Jonathan Fleisher, Alison Manzer and Michael Brown The Canadian Securities Administrators (the CSA) have published for comment proposed amendments (the 2014 Proposals) to National Instrument 45-106 Prospectus and Registration Exemptions (NI 45-106). The 2014 Proposals seek to: amend the existing prospectus exemption relating to short-term debt securities by imposing different credit rating […]