OSC Staff Notice: 15-701 - Meetings with a Commissioner Regarding a Prospectus or an Application for Exemption or Registration

Meetings with a Commissioner Regarding a

Prospectus or an Application for Exemption or Registration

Issue: July 22, 1994

Citation: 17 O.S.C.B. 3529

The Commission has decided to implement a procedure which would enable Staff and an applicant, or an issuer or selling securityholder which has filed a preliminary prospectus, to meet with a Commissioner to attempt to resolve serious differences of opinion or interpretation which have arisen between Staff and the applicant, selling securityholder or issuer in the course of the review of an application for exemption, registration, or other decision, or a preliminary prospectus, or to narrow the issues in dispute. This procedure is not intended to derogate from any administrative review or appeal procedures available under the legislation.

The applicant for a ruling or order of the Commission should have provided Staff with all necessary information to enable Staff to ascertain the relevant facts and the legal, financial reporting or policy issues involved and formulate a recommendation to the Commission. Staff will advise the applicant of its proposed recommendation to the Commission. The applicant may request that Staff not make its recommendation to the Commission at that time and may seek a meeting with a Commissioner.

The issuer or selling securityholder of securities proposed to be distributed pursuant to a prospectus, or an applicant for registration or other decision, should provide Staff with all necessary information to enable Staff to ascertain the relevant facts and the legal, financial reporting or policy issues involved. The Executive Director will advise the issuer, selling securityholder or applicant of his or her proposed decision to issue or refuse a receipt for a prospectus, or grant or deny an application. The issuer, selling securityholder or applicant may request that the Executive Director not make a decision at that time and may seek a meeting with a Commissioner.

The issuer, selling securityholder or applicant should advise the Executive Director of its desire to meet with a Commissioner to attempt to resolve the differences of opinion or interpretation without a hearing, or narrow the issues in dispute. Alternatively, Staff may recommend to the applicant, issuer or selling securityholder that a meeting with a Commissioner may assist in resolving the matter. If both the Executive Director and the applicant, issuer or selling securityholder agree that a meeting may be helpful, the Executive Director will arrange a meeting among the applicant, selling securityholder or issuer, Staff and a Commissioner. The parties directly affected will be notified to enable them to participate in the meeting.

Any views expressed by the Commissioner at the meeting will not constitute a ruling, order or decision under the Securities Act ( Ontario ) or the Commodity Futures Act (Ontario) or the Regulations made thereunder and will not be binding on the Executive Director, the applicant, selling securityholder or issuer or the Commission. If, following the meeting, the Executive Director makes a decision which is subsequently reviewed by the Commission, or the application proceeds to the Commission for a hearing, the Commissioner who participated in the meeting will not sit on the panel which hears the review or application, or communicate with the panel about the matter. Neither the fact of or the substance of the discussion at the meeting with the Commissioner may be raised at the hearing.