Securities Registrant Regulation and Compliance

Our Group

Miller Thomson’s practitioners in Securities Registrant Regulation and Compliance are focused on assisting our clients negotiate the complex, dynamic regulatory environments in which they conduct business. To do that, we constantly update our knowledge base as we seek to understand the trends that drive change. Our Group has forged solid relationships with Canada’s principal securities regulators, with whom we carry on a continuing dialogue, both formally and in less direct ways. Those relationships, combined with the right knowledge and expertise, enhance our ability to provide practical, actionable advice to our clients.

Our Clients

We are routinely called upon to advise investment advisors, broker/dealers, money managers, investment funds and their sponsors on the full range of regulatory and compliance matters.

Our Expertise

Securities Regulation and Compliance affects all market participants: the issuers who require access to capital, investors who, individually and through pension funds, mutual funds and like vehicles put our collective savings to productive use, and the intermediaries who bring together the two together. Miller Thomson has specialized expertise to assist capital markets participants in minimizing their regulatory risk. We want to help you to avoid unforeseen pitfalls and nasty and expensive surprises.

Our Services

Our specific services include:

Registration

With offices in each of the major securities trading jurisdictions, as well as knowledge of the local requirements in other jurisdictions, our securities practitioners are able to assist with all aspects of securities registration and membership in SROs. We offer seasoned, practical and cost effective help with initial registration and provide ongoing support to maintain your registration in good standing.

Regulatory Compliance

Regulatory compliance and mitigation of regulatory and litigation risk is a key component of the risk management program for any entity. For public issuers and regulated entities in the financial services industry, an effective and well documented compliance program is also mandatory. We can advise and assist with all aspects of a compliance system, from securities regulation to anti-money-laundering, from codes of ethics to whistle-blower protection, from privacy policies to foreign corrupt practices, from data security to records management.

Continuous Disclosure

Timely and accurate public disclosure by issuers who access the capital markets is a cornerstone of our securities regulatory system. Easy to say, not always so easy to put into practice. Directors and officers can be liable for losses occasioned by misrepresentations in such disclosures not only in the primary market but now also in the secondary market. Further, directors and officers are being asked to make certifications about financial control systems and financial disclosure. Our lawyers understand the requirements for continuous and other disclosure. We offer experience and expertise, so that our clients can proceed with confidence and calm.

Regulatory Investigations

Our first goal is to help you avoid becoming the subject of an investigation. But even the most compliant companies can find themselves involved in a regulatory investigation, if only to provide documents and information. In these circumstances, we will provide guidance in terms of the most effective response to the regulators, working closely with our Securities Litigation Group to ensure the best possible outcome for your business. Many of our lawyers have first hand knowledge of the inner workings of a regulatory investigation gleaned from experience working for the regulators. At Miller Thomson, we understand the complex interplay between civil litigation, regulatory and criminal investigations that is played out on a landscape which is often cross-border and international.

Special Committee Investigations

When the board of directors of a public company becomes aware of certain types of corporate wrongdoing, it has an obligation to investigate. Early detection, reporting and correction may assist a reporting issuer in obtaining credit for cooperating with the regulators. Our clients again benefit from our firm’s integrated securities and securities litigation practices and the experience that they jointly have in domestic, cross-border and international investigations.