In April 2018, the Canadian Securities Administrators issued (CSA) CSA Staff Notice 61-303, Soliciting Dealer Requirements and Request for Comment (the CSA Staff Notice and Request for Comment) for stakeholder consultation.

After the comment period ended and after reviewing the feedback, the CSA and IIROC (Investment Industry Regulatory Organization of Canada) determined that the publication of the guidance contained in IIROC Notice 19-0092 Managing Conflicts of Interest arising from Soliciting Dealer Arrangements (the Notice) provided the best means of addressing regulatory concerns associated with soliciting dealer arrangements.

In drafting its guidance, IIROC consulted with its Dealer Members (Dealers), its advisory committees, the CSA, and considered the comments received in response to the CSA’s Staff Notice and Request for Comment.

The Notice sets out IIROC’s view that in some cases, conflicts of interest arising from soliciting dealer arrangements can be managed through appropriate policies and procedures. In other cases, where conflicts are or appear to be unmanageable, they should be avoided. For example, Dealers should avoid arrangements that contemplate one-sided or success-based fees in contested director elections.

IIROC Notice, 19-0092 Managing Conflicts of Interest arising from Soliciting Dealer Arrangements is available for download from the website of the Investment Industry Regulatory Organization of Canada.

For more information, please call Barbara Hendrickson at BAX Securities Law (416) 601 -1004.

This publication is not intended to constitute legal advice. No one should act on it or refrain from acting on it without consulting with a lawyer. BAX does not warrant or guarantee the accuracy or currency or completeness of the publication. No part of this publication may be reproduced without the prior written permission of BAX Securities Law.