Originally published in Blakes Bulletin on Securities
Regulation, October 2010
In connection with the coming into effect of the Quebec
Derivatives Act (QDA) on February 1, 2009, the Quebec
Autorité des marchés financiers (Authority)
adopted a blanket decision (the Blanket Decision) carving out
certain kinds of derivatives, principally certain specified options
and futures (Specified Derivatives) previously regulated by the
Quebec Securities Act (QSA), from regulation under the QDA
where offered to accredited investors (AIs) in compliance with
National Instrument 45-106 — Prospectus and
Registration Exemptions (NI 45-106).
The Blanket Decision thus exempts persons conducting dealer or
adviser activities involving Specified Derivatives from the
registration requirements of the QDA provided such activities are
conducted exclusively with AIs.
The Blanket Decision also grants relief from the qualification
requirements of the QDA to persons creating or marketing such
derivatives where the activities are conducted exclusively with
AIs. As noted in our January 2009
Blakes Bulletin on Securities Regulation — Quebec
Derivatives Legislation in Force as of February 1, 2009,
the Blanket Decision was intended to preserve the status quo
pending the development of a harmonized position of the Authority
and Canadian securities regulators on the offering of derivatives
to the public.
The Authority subsequently issued a notice in October 2009
stating that the dealer registration exemption afforded by the
Blanket Decision would cease to have effect on March 27, 2010, at
the same time as the dealer registration exemptions contained in NI
45-106 would cease to have effect. Then, on March 26, 2010, the
Authority issued a notice stating that the dealer registration
exemption afforded by the Blanket Decision would remain in effect
as a transitional regime, despite the repeal of the dealer
registration exemptions under NI 45‑106, until September
On September 24, 2010, the Authority issued a notice indicating
that the Blanket Decision will remain in effect until further
notice, implicitly revoking the previously indicated sunset date of
September 28, 2010. Thus, both the dealer registration and the
qualification exemptions afforded by the Blanket Decision remain
available with no stipulated expiry date.
The Specified Derivatives covered by the Blanket Decision are
Continuance of blanket order exempting dealers and advisers
from registration under Quebec Derivatives Act (QDA) in
connection with derivatives transactions involving specified
options and futures where counterparty is accredited investor under
Separate exemption available to non-Quebec dealers and advisers
involving standardized derivatives where counterparty is accredited
counterparty under QDA
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