On September 8, 2014, the Department of Finance announced that
the provinces of British Columbia, Ontario, Saskatchewan and New
Brunswick as well as the federal government (the
"Coalition") entered into a Memorandum
of Agreement that outlines the framework under which a Cooperative
Capital Markets Regulatory System (the
"System") will operate. Accompanying the
memorandum are drafts of proposed federal and provincial
legislation all designed with the goal of having a new
capital market regulatory authority in place by 2015. Drafts of the
proposed legislation are available here: http://ccmr-ocrmc.ca/
The purpose of establishing a cooperative system is to foster
more efficient capital markets that will be more competitive
globally and to ensure that securities laws are applied
consistently. Having a cooperative system will also strengthen the
ability to analyze systemic risk on a national basis and allow a
single regulator to play an influential role in international
capital market initiatives.
The new regime requires that all participating provinces and
territories enact uniform legislation (currently known as the
Capital Markets Act) that addresses all securities
regulatory matters related to their jurisdiction. The Capital
Markets Act is designed to update the current provincial and
territorial legislation with a focus on flexibility and adapting to
a national system of securities regulation. The draft federal
legislation, the Capital Markets Stability Act, will
address systemic risk in national capital markets, national data
collection and criminal matters. Both the provincial and federal
legislation have been released for public comment. The deadline to
receive comments is November 7, 2014.
The System will be regulated by a single set of regulations
administered by the Capital Markets Regulatory Authority (the
regulatory division of the Authority will oversee policy,
regulatory operations, advisory services and enforcement functions
and a chief regulator will serve as the chief executive officer of
the regulatory division, supported by deputy chief regulators. The
enforcement of the national regulations would be implemented by a
tribunal of adjudicators, independent of the government, who will
be responsible for administrative and enforcement proceedings of
the Authority. Proceedings will be held across Canada in English
and French. The adjudicative tribunal will be empowered to make
orders of national application under the federal Capital
Markets Stability Act. The two divisions will collaborate in a
Regulatory Policy Forum which will ensure that securities
regulation and adjudication is delivered consistently in all
respects in participating provinces and territories.
The System would be governed by a Council of Ministers composed
of the federal Minister of Finance and the provincial and
territorial ministers responsible for securities regulations in
their respective provinces. A board of directors will also be
appointed to direct the Authority, which is comprised of
independent experts in capital markets.
The regulatory division will be administered through local
regulatory offices located in each participating province and
territory and will deliver regulatory functions to local market
participants and investors. Each local regulatory office will
possess decision making authority based on common standards and
practices. They will also advocate for the local needs of their
region in the development of national policies. The goal is to
ensure that the System is efficient and responsive in its delivery
of regulation while benefiting from the regulatory expertise across
the country in different industries and sectors represented in
Canadian capital markets.
With this major development, Canada is now a step closer to
national securities regulation. Stay tuned for further updates in
future editions of Miller Thomson's Securities Practice
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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