Non-reporting Issuer
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Non-reporting Issuer
{{expert-subject, 1=Finance & Investment, reason=needs good introductory style in lede., date=July 2014 Securities regulation in Canada is conducted by the various provincial securities commissions and Self-regulatory organization, self-regulating organizations (“SRO”) such as the MFDA and Investment Industry Regulatory Organization of Canada, IIROC. Securities are issued under the authority and oversight of these bodies with the result that a broad range of rules apply to companies seeking to raise capital and to the parties acting as their agents in such transactions. However, there is a useful simplification that can be applied in Canada to provide some clarity for issuers - based on the criteria below securities issuers fall into two broad categories: Reporting Issuers (“RI”) * Prospectus (finance), prospectus offerings * exchange listed * highest level of mandatory regulatory compliance * higher G&A * most expensive to raise capital Non-Reporting Issuers (“NRI”) ...
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Securities Regulation
Financial regulation is a form of regulation or supervision, which subjects financial institutions to certain requirements, restrictions and guidelines, aiming to maintain the stability and integrity of the financial system. This may be handled by either a government or non-government organization. Financial regulation has also influenced the structure of banking sectors by increasing the variety of financial products available. Financial regulation forms one of three legal categories which constitutes the content of financial law, the other two being market practices and case law. History In the early modern period, the Dutch were the pioneers in financial regulation. The first recorded ban (regulation) on short selling was enacted by the Dutch authorities as early as 1610. Aims of regulation The objectives of financial regulators are usually: * market confidence – to maintain confidence in the financial system * financial stability – contributing to the protection and e ...
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Canadian Securities Administrators
The Canadian Securities Administrators (CSA; , ACVM) is an umbrella organization of Canada's provincial and territorial securities regulators whose objective is to improve, coordinate, and harmonize regulation of the Canadian capital markets. The CSA's national systems include the National Registration Database (NRD), a web-based database that allows security dealers and investment advisors to file registration forms electronically; the System for Electronic Disclosure by Insiders (SEDI), an online, browser-based service for the filing and viewing of insider trading reports; and the System for Electronic Document Analysis and Retrieval (SEDAR), a publicly-accessible database that contains all the required filings related to publicly-traded Canadian companies. The CSA can be compared with counterpart organizations in the United States, such as the Securities and Exchange Commission (SEC) or the Financial Industry Regulatory Authority (FINRA). History As an informal body, t ...
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Exchange Fund
An exchange fund or swap fund is a mechanism specific to the United States, U.S., first introduced in the late 1960s, that allows holders of a large amount of a single stock to diversify into a basket of other stocks without directly selling their stock. The purpose of this arrangement is to Diversification (finance), diversify their holdings without triggering a "Capital gains tax, taxable event". Note that the tax is not avoided, just postponed; when the diversified holdings are eventually sold, tax will be due on the difference between the sales price and the original cost basis of the contributed stock. Criticism The U.S. Securities and Exchange Commission has investigated the use of these arrangements with reference to the potential for market abuse by directors not disclosing their effective divestment in stocks for which they are privy to sensitive market information. In addition, there is general criticism that tax revenue that might otherwise have been generated is avo ...
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Income Fund
An income fund is a fund whose goal is to provide an income from investments. It is usually organized through a trust or partnership, rather than a corporation, to obtain more efficient flow through tax consequences in relation to the income it earns and distributes. An income fund is a type of asset allocation fund. Income funds are often assumed to be bond funds, but they may be stock funds instead, more accurately called ''equity income funds''. Typically these hold stocks with a good history of paying dividends. In fact, a typical income fund holds both stocks and bonds, to gain some of the strengths of both. The point in any case is that the investor is more interested in income than capital gains, perhaps with the intention the fund will never be sold. Income funds are often used as the endpoint for target-date funds. As each target-date fund approaches and passes its target date, it becomes more similar to the fund provider's income fund. At some point past the target da ...
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Mutual Fund
A mutual fund is a professionally managed investment fund that pools money from many investors to purchase securities. The term is typically used in the United States, Canada, and India, while similar structures across the globe include the SICAV in Europe ('investment company with variable capital') and open-ended investment company (OEIC) in the UK. Mutual funds are often classified by their principal investments: money market funds, bond or fixed income funds, stock or equity funds, or hybrid funds. Funds may also be categorized as index funds, which are passively managed funds that track the performance of an index, such as a stock market index or bond market index, or actively managed funds, which seek to outperform stock market indices but generally charge higher fees. Primary structures of mutual funds are open-end funds, closed-end funds, unit investment trusts. Open-end funds are purchased from or sold to the issuer at the net asset value of each share as of the close ...
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Canada Revenue Agency
The Canada Revenue Agency (CRA; ; ) is the revenue service of the Canadian federal government, and most provincial and territorial governments. The CRA collects taxes, administers tax law and policy, and delivers benefit programs and tax credits. Legislation administered by the CRA includes the ''Income Tax Act,'' parts of the ''Excise Tax Act'', and parts of laws relating to the Canada Pension Plan, employment insurance (EI), tariffs and duties. The agency also oversees the registration of charities in Canada, and enforces much of the country's tax laws. From 1867 to 1999, tax services and programs were administered by the Department of National Revenue, otherwise known as Revenue Canada. In 1999, Revenue Canada was reorganized into the Canada Customs and Revenue Agency (CCRA). In 2003, the Canada Border Services Agency (CBSA) was created out of the CCRA, leading to customs being dropped from the agency's mandate and the agency's current name. The CRA is the largest organiz ...
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Accredited Investor
An accredited or sophisticated investor is an investor with a special status under financial regulation laws. The definition of an accredited investor (if any), and the consequences of being classified as such, vary between countries. Generally, accredited investors include high-net-worth individuals, banks, financial institutions, and other large corporations, who have access to complex and higher-risk investments such as venture capital, hedge funds, and angel investments. Laws may require that some types of financial offerings may only be made to accredited investors. Criteria for accreditation Australia s 708(8) of the Corporations Act 2001 is found in Chapter 6D (Fundraising). It defines "sophisticated investor" so as to exclude them from certain disclosure requirements. That section provides for an accountant to issue a certificate stating that an individual meets the criteria prescribed in the ''Corporations Regulations 2001'', namely net assets of at least $2.5 mil ...
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Trust (law)
A trust is a legal relationship in which the holder of a right gives it to another person or entity who must keep and use it solely for another's benefit. In the Anglo-American common law, the party who entrusts the right is known as the "settlor", the party to whom the right is entrusted is known as the "trustee", the party for whose benefit the property is entrusted is known as the " beneficiary", and the entrusted property itself is known as the "corpus" or "trust property". A ''testamentary trust'' is created by a will and arises after the death of the settlor. An ''inter vivos trust'' is created during the settlor's lifetime by a trust instrument. A trust may be revocable or irrevocable; an irrevocable trust can be "broken" (revoked) only by a judicial proceeding. The trustee is the legal owner of the property in trust, as fiduciary for the beneficiary or beneficiaries who is/are the equitable owner(s) of the trust property. Trustees thus have a fiduciary duty to manage th ...
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Exempt Market Securities
Exempt market securities are securities issued in Canada that fall under National Instrument 45-106. They are exempt from Prospectus (finance), prospectus requirements and hence require less disclosure than a prospectus offering. To sell a security in the exempt market, an issuer must ensure that the investor qualifies under a specific exemption contained in the Instrument. Common exemptions include: * issue an offering memorandum * sell only to accredited investors; * sell only to family, friends and business associates; * or sell a minimum of $150,000 per transaction. Exempt market securities may involve a higher level of risk. There are no established secondary markets for exempt market securities and they are illiquid. Notably, unlike publicly traded companies, issuers of exempt market securities are not required to provide continuous disclosure to investors. Exempt market securities may be sold by an Exempt Market Dealer or Investment Dealer, or, in certain provinces, dire ...
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Offering Memorandum
An offering memorandum (OM) or offering circular (OC) is a type of prospectus (finance) for a bond or other security. Sometimes, this is also referred to as a prospectus, offering memorandum, or short OC. The terms "offering memorandum", "OM", or "offering circular", "OC", are used instead of "prospectus" in certain situations, such as when the offering is not required to be registered with the United States Securities and Exchange Commission The U.S. Securities and Exchange Commission (SEC) is an independent agency of the United States federal government, created in the aftermath of the Wall Street Crash of 1929. The primary purpose of the SEC is to enforce the law against market ... (SEC). Offering memoranda are needed when seeking securities identification numbers or listing on various global stock exchanges. References {{reflist Bond market ...
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Canada
Canada is a country in North America. Its ten provinces and three territories extend from the Atlantic Ocean to the Pacific Ocean and northward into the Arctic Ocean, covering over , making it the world's second-largest country by total area. Its southern and western border with the United States, stretching , is the world's longest binational land border. Canada's capital is Ottawa, and its three largest metropolitan areas are Toronto, Montreal, and Vancouver. Indigenous peoples have continuously inhabited what is now Canada for thousands of years. Beginning in the 16th century, British and French expeditions explored and later settled along the Atlantic coast. As a consequence of various armed conflicts, France ceded nearly all of its colonies in North America in 1763. In 1867, with the union of three British North American colonies through Confederation, Canada was formed as a federal dominion of four provinces. This began an accretion of provinces an ...
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Investor Protection
An investor is a person who allocates financial capital with the expectation of a future return (profit) or to gain an advantage (interest). Through this allocated capital most of the time the investor purchases some species of property. Types of investments include equity, debt, securities, real estate, infrastructure, currency, commodity, token, derivatives such as put and call options, futures, forwards, etc. This definition makes no distinction between the investors in the primary and secondary markets. That is, someone who provides a business with capital and someone who buys a stock are both investors. An investor who owns stock is a shareholder. Types of investors There are two types of investors: retail investors and institutional investors. Retail investor * Individual investors (including trusts on behalf of individuals, and umbrella companies formed by two or more to pool investment funds) * Angel investors (individuals and groups) * Sweat equity investor Inst ...
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