OSC authority to conduct reviews broadened

August 6, 2014

Recent amendments to Ontario's Securities Act have broadened the OSC's authority to conduct compliance and continuous disclosure reviews.

Specifically, whereas the OSC could previously review the books and records that were required to be kept by market participants for the purpose of determining whether Ontario securities law were being complied with, the amended section 20, which came into force on July 24, now refers generally to the books, records and documents of a market participant. As such, the OSC presumably now has the authority to review any records, not just those that market participants are required to keep under applicable law. Further, a new provision provides that the OSC may review the records of an issuer relying on a prospectus exemption for the purpose of determining whether the issuer has complied with the exemption's conditions and restrictions.

Meanwhile, an amended s. 20.1 broadens both the types of documents that may be required in a continuous disclosure review, and the type of issuer to which the provision applies. Specifically, continuous disclosure reviews can now be conducted on any issuer, who may be required to deliver to the OSC any information and documents relevant to the review. Previously language referred simply to a requirement by reporting issuers and mutual funds to deliver information and documents relevant to the disclosures.

The OSC has not yet provided any guidance as to whether or how it will utilize the statute's broadened language.

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