In financial services, a broker-dealer is a natural person, company or other organization that engages in the business of trading securities for its own account or on behalf of its customers. Broker-dealers are at the heart of the securities and derivatives trading process.
An accredited or sophisticated investor is an investor with a special status under financial regulation laws. The definition of an accredited investor, 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.
Canadian securities regulation is managed through the laws and agencies established by Canada's 10 provincial and 3 territorial governments. Each province and territory has a securities commission or equivalent authority with its own provincial or territorial legislation.
The Canadian Securities Institute is a Canadian organization that offers licensing courses, advanced certifications, continuing education and custom training for financial services professionals in Canada and internationally.
The Investment Advisers Act of 1940, codified at 15 U.S.C. § 80b-1 through 15 U.S.C. § 80b-21, is a United States federal law that was created to monitor and regulate the activities of investment advisers as defined by the law. Passing unanimously in both the House and Senate, it is the primary source of regulation of investment advisers and is administered by the U.S. Securities and Exchange Commission.
In the United States under the Securities Act of 1933, any offer to sell securities must either be registered with the United States Securities and Exchange Commission (SEC) or meet certain qualifications to exempt them from such registration. Regulation D contains the rules providing exemptions from the registration requirements, allowing some companies to offer and sell their securities without having to register the securities with the SEC. A Regulation D offering is intended to make access to the capital markets possible for small companies that could not otherwise bear the costs of a normal SEC registration. Reg D may also refer to an investment strategy, mostly associated with hedge funds, based upon the same regulation. The regulation is found under Title 17 of the Code of Federal Regulations, part 230, Sections 501 through 508. The legal citation is 17 C.F.R. §230.501 et seq.
An investment company is a financial institution principally engaged in holding, managing and investing securities. These companies in the United States are regulated by the U.S. Securities and Exchange Commission and must be registered under the Investment Company Act of 1940. Investment companies invest money on behalf of their clients who, in return, share in the profits and losses.
Securities regulation in the United States is the field of U.S. law that covers transactions and other dealings with securities. The term is usually understood to include both federal and state-level regulation by governmental regulatory agencies, but sometimes may also encompass listing requirements of exchanges like the New York Stock Exchange and rules of self-regulatory organizations like the Financial Industry Regulatory Authority (FINRA).
An offshore fund is generally a collective investment scheme domiciled in an offshore jurisdiction. Like the term "offshore company", the term is more descriptive than definitive, and both the words 'offshore' and 'fund' may be construed differently.
A financial adviser or financial advisor is a professional who provides financial services to clients based on their financial situation. In many countries, financial advisors must complete specific training and be registered with a regulatory body in order to provide advice.
A registered investment adviser (RIA) is a firm that is an investment adviser in the United States, registered as such with the Securities and Exchange Commission (SEC) or a state's securities agency. The numerous references to RIAs within the Investment Advisers Act of 1940 popularized the term, which is closely associated with the term investment adviser. An investment adviser is defined by the Securities and Exchange Commission as an individual or a firm that is in the business of giving advice about securities. However, an RIA is the actual firm, while the employees of the firm are called Investment Adviser Representatives (IARs).
A direct public offering (DPO) or direct listing is a method by which a company can offer an investment opportunity directly to the public.
The Canadian Securities Administrators 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 Mutual Fund Dealers Association of Canada (MFDA) is a Canadian self-regulatory organization (SRO) that provides oversight to dealers that distribute mutual funds and exempt fixed income products. It is licensed under all Canadian provincial securities regulators. Its members consist of the distribution side of the industry that typically provide mutual funds and exempt fixed income products to Canadians through financial planners.
The Investment Industry Regulatory Organization of Canada is a non-profit, national self-regulatory organization (SRO). Established through the merger of the Investment Dealers Association of Canada (IDA) and Market Regulation Services Inc. (RS) on June 1, 2008, IIROC oversees all investment dealers and trading activity on debt and equity markets in Canada.
The Ombudsman for Banking Services and Investments (OBSI) is the Canadian external dispute resolution organization whose responsibility is to handle the financial disputes of consumers and small businesses that could not be resolved by the customers and the financial firms on their own. The OBSI provides the service on an impartial and independent basis, and free of charge to the consumer as an alternative to the legal system.
Exempt market securities are securities issued in Canada that fall under National Instrument 45-106. They are exempt from 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:
Securities regulation in Canada is conducted by the various provincial securities commissions and self-regulating organizations (“SRO”) such as the MFDA and 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:
The Alberta Securities Commission (ASC) is a regulatory agency which administers and enforces securities legislation in the Canadian province of Alberta.
The Canadian Investment Regulatory Organization is a non-profit, national self-regulatory organization (SRO). Established through the merger of the Investment Industry Regulatory Organization of Canada (IIROC) and Mutual Fund Dealers Association (MFDA) on January 1, 2023, CIRO oversees all investment dealers, mutual funds and trading activity on debt and equity markets in Canada.
