Legal Practice Areas in Canada

Securities law encompasses a wide range of areas that includes public and private offerings of securities, stock exchanges and other securities markets, continuous disclosure by public companies, insider trading and tipping, takeover bids, business combinations, corporate governance, investment funds, derivatives, and dealer and adviser registration (equivalent to licensing). In Canada, securities regulation is within provincial jurisdiction and each of the provinces and territories has securities regulatory legislation. Although there are differences in the degree of regulation between jurisdictions, the regulatory regimes are generally similar. Broadly speaking, Canadian securities regulation is comparable to that of the United States.

Generally, in each Canadian jurisdiction, a distribution of securities must be qualified by a prospectus that is filed with and cleared by the relevant securities regulatory authority unless an exemption from this requirement is available. In addition, securities legislation in the various Canadian jurisdictions deems certain trades in securities that were previously acquired under an exemption from the prospectus requirements, called "first trades," to be distributions. Securities of an issuer that is a reporting issuer under Canadian securities laws (that is, an issuer that is subject to periodic reporting requirements) and that were acquired under an exemption from the prospectus requirements are generally freely tradable, depending on the exemption relied upon, after a four-month hold period. The most regularly relied upon exemption from the prospectus requirements is the accredited investor exemption (permits certain qualified investors, including institutional investors and persons or companies that meet income or asset tests, to acquire securities on a prospectus-exempt basis).

Lawyers in this area must have a comprehensive understanding of the provincial securities laws administered by the applicable provincial regulatory authority, as well as the rules and policies of the national securities exchanges and IIROC (Investment Industry Regulatory Organization of Canada, which is the national self-regulatory organization that oversees all investment dealers and trading activity on debt and equity marketplaces in Canada). An important aspect of the practice is advising issuers and other market participants as to which information about the issuer and the securities being offered is "material" and therefore requires disclosure in offering materials or other disclosure documents.