The Investment Industry Regulatory Organization
of Canada (IIROC) recently published proposed amendments to the Universal Market Integrity
Rules (UMIR) regarding the execution and reporting of
certain off-marketplace trades. While the UMIR generally require
orders to be entered and executed on a marketplace, they also
contain a number of exceptions from this requirement and give IIROC
the authority to grant exemptions form this requirement on
application. The proposed amendments would provide an automatic
exception for four of the most commonly sought exemptions, namely,
to complete an "off-marketplace" trade in connection
an exempt distribution from control pursuant to section 2.8 of
National Instrument 45-102 – Resale of Securities;
an exempt take-over bid;
a purchase from a shareholder in a control position under a
normal course issuer bid; and
the sale of securities which are subject to resale
A blanket exemption would also be provided for an
off-marketplace trade if the Participant was involved as principal
or agent and applicable legislation required the trade to be
completed in a private or "non-public" transaction. Such
trades would have to be reported to IIROC.
Meanwhile, the proposals would see an anti-avoidance provision
added to the Order Exposure Rule to
prevent a small client order from being executed on a foreign
organized regulated market unless the order had been entered on a
market that displays order information or is executed at a better
price. The change is intended to ensure that client orders receive
a comparable level of price improvement whether executed as a dark
order in Canada or on a non-transparent foreign market.
The proposals follow changes to UMIR recently announced by the
CSA and IIROC to address dark liquidity on Canadian
equity marketplaces scheduled to come into effect on October 10,
2012. As we previously described, those changes provide that (i)
visible orders will have execution priority over dark orders on the
same marketplace at the same price; (ii) in order to trade with a
dark order, smaller orders must receive a minimum level of price
improvement; and (iii) IIROC will have the ability to designate a
minimum size for dark orders.
IIROC is accepting comments on its proposals until July 13,
2012. The proposals also seek comment on certain specific questions
included in the notice. For more information, see IIROC Notice 12-0131.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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Under the Income Tax Act, the Employment Insurance Act, and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions or GST.
Under the Income Tax Act, the Employment Insurance Act, the Canada Pension Plan Act and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions.
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