Podcast
Questions and Answers
What is a reporting issuer?
What is a reporting issuer?
This is usually a company that is issuing additional securities into the marketplace and a prospectus is normally still required.
What is the right of rescission?
What is the right of rescission?
This is the right of the consumer to cancel certain types of loans or agreements.
What is the right of withdrawal?
What is the right of withdrawal?
Investors have this right within 48 hours of the purchase if they need.
What is a take-over bid?
What is a take-over bid?
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What is underwriting?
What is underwriting?
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What is due diligence?
What is due diligence?
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What does the Duty of Care refer to?
What does the Duty of Care refer to?
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What are ethics?
What are ethics?
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What is fiduciary duty?
What is fiduciary duty?
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What is the role of the Investment Industry Regulatory Organization of Canada (IIROC)?
What is the role of the Investment Industry Regulatory Organization of Canada (IIROC)?
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What does IIROC Rule 1402 Standards of Conduct require from Registered Representatives?
What does IIROC Rule 1402 Standards of Conduct require from Registered Representatives?
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What does Know Your Client (KYC) entail?
What does Know Your Client (KYC) entail?
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What is Know Your Product (KYP)?
What is Know Your Product (KYP)?
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What is suitability in the context of investment?
What is suitability in the context of investment?
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What are end values?
What are end values?
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What is an ethical dilemma?
What is an ethical dilemma?
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What is the Front Page Test in ethical decision making?
What is the Front Page Test in ethical decision making?
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What is the Legal Test in ethical decision making?
What is the Legal Test in ethical decision making?
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What are means values?
What are means values?
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What is the tone at the top?
What is the tone at the top?
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What is ethical relativism?
What is ethical relativism?
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What do ethical dilemma solutions aim to address?
What do ethical dilemma solutions aim to address?
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What is the Canadian Investor Protection Fund (CIPF)?
What is the Canadian Investor Protection Fund (CIPF)?
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What is the purpose of the Canadian Securities Administrators (CSA)?
What is the purpose of the Canadian Securities Administrators (CSA)?
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What is primary distribution?
What is primary distribution?
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What is a registrant in the context of securities regulation?
What is a registrant in the context of securities regulation?
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What does 'Secondary Trading' refer to?
What does 'Secondary Trading' refer to?
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What is a Self Regulatory Organization (SRO)?
What is a Self Regulatory Organization (SRO)?
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What do Universal Market Integrity Rules (UMIR) aim to promote?
What do Universal Market Integrity Rules (UMIR) aim to promote?
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What does the International Organization of Securities Commissions (IOSCO) do?
What does the International Organization of Securities Commissions (IOSCO) do?
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What is the Financial Stability Board (FSB)?
What is the Financial Stability Board (FSB)?
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What is the role of the Financial Industry Regulatory Authority (FINRA)?
What is the role of the Financial Industry Regulatory Authority (FINRA)?
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What is the Canada Deposit Insurance Corporation (CDIC)?
What is the Canada Deposit Insurance Corporation (CDIC)?
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What does Canada's Anti-Spam Legislation (CASL) require?
What does Canada's Anti-Spam Legislation (CASL) require?
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What constitutes a conflict of interest?
What constitutes a conflict of interest?
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What is meant by cybersecurity in financial compliance?
What is meant by cybersecurity in financial compliance?
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What is a discount broker?
What is a discount broker?
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What is the National Do Not Call List (NDNCL)?
What is the National Do Not Call List (NDNCL)?
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What is the fit and proper test?
What is the fit and proper test?
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What information must fund facts contain?
What information must fund facts contain?
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What defines an Investment Representative?
What defines an Investment Representative?
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What does PIPEDA govern?
What does PIPEDA govern?
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What is a Portfolio Manager's role?
What is a Portfolio Manager's role?
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What is an unsolicited order?
What is an unsolicited order?
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What does continuing education (CE) ensure?
What does continuing education (CE) ensure?
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What is IIROC Note 11-0349 about?
What is IIROC Note 11-0349 about?
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What is a beneficial owner?
What is a beneficial owner?
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What is a cash account?
What is a cash account?
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What is client discovery?
What is client discovery?
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What does delivery against payment (DAP) refer to?
What does delivery against payment (DAP) refer to?
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What is a discretionary account?
What is a discretionary account?
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What is insider trading?
What is insider trading?
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What is a managed account?
What is a managed account?
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What defines a margin account?
What defines a margin account?
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What is a politically exposed person (PEP)?
What is a politically exposed person (PEP)?
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What is the purpose of a power of attorney?
What is the purpose of a power of attorney?
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What is the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (PCMLTFA)?
What is the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (PCMLTFA)?
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What is a red flag in a client relationship?
What is a red flag in a client relationship?
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What is the new account application form (NAAF)?
What is the new account application form (NAAF)?
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What is a receipt against payment (RAP) account?
What is a receipt against payment (RAP) account?
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What are registered accounts?
What are registered accounts?
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What is a Pro account?
What is a Pro account?
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What does a relationship disclosure document outline?
What does a relationship disclosure document outline?
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What is a portfolio record?
What is a portfolio record?
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What is a security cross reference?
What is a security cross reference?
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Who are accredited investors?
Who are accredited investors?
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What is a best efforts deal?
What is a best efforts deal?
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What is a bought deal?
What is a bought deal?
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What does crowdfunding enable companies to do?
What does crowdfunding enable companies to do?
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What is early warning in securities?
What is early warning in securities?
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What are exchange-traded funds (ETFs)?
What are exchange-traded funds (ETFs)?
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What is the exempt market?
What is the exempt market?
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What is the final prospectus?
What is the final prospectus?
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What is an initial public offering (IPO)?
What is an initial public offering (IPO)?
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What defines an institutional customer?
What defines an institutional customer?
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What is an issuer bid?
What is an issuer bid?
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What are principal-protected notes (PPNs)?
What are principal-protected notes (PPNs)?
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What are private placements?
What are private placements?
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What is a prospectus?
What is a prospectus?
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What is a red herring prospectus?
What is a red herring prospectus?
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Study Notes
Duty of Care
- Obligation of registered representatives (RRs) to act honestly, in good faith, and professionally.
- Requires RRs to provide advice based on skills and knowledge, with a standard of care that is not perfection.
- Emphasizes two aspects: suitability and fiduciary duty.
Ethics
- Set of values or morals guiding individual behavior based on societal standards of right and wrong.
- Continuous examination of choices and decisions within moral principles, necessary for navigating complex business situations.
Fiduciary Duty
- Higher standard than the duty of care, imposed by common law.
- Exists when trust is placed in another with greater authority or expertise.
- Non-compliance can lead to civil litigation regarding investment advice.
Investment Industry Regulatory Organization of Canada (IIROC)
- National self-regulatory organization overseeing the securities industry in Canada.
- Regulates actions and conduct of RRs and ensures compliance with ethical standards.
IIROC Rule 1402 Standards of Conduct
- Outlines expectations for RRs, including high ethical standards and the prohibition of negligent behavior.
- Requires adherence to legal and regulatory obligations, promoting investor confidence.
Know Your Client (KYC)
- Obligation for RRs to understand a client's circumstances prior to making investment recommendations.
- Ensures suitable investment advice by maintaining detailed client records.
Know Your Product (KYP)
- Obligation for RRs to understand the investment products being recommended.
- Requires knowledge of product structure, performance, and market conditions.
Registered Representative (RR)
- Permitted to offer advice on equity and fixed income securities; must meet certification and ethical standards.
- Responsibilities include KYC, KYP, and maintaining client confidentiality while avoiding conflicts of interest.
Suitability
- Relates to a client's financial situation, investment knowledge, objectives, time horizon, and risk tolerance.
- Ensures appropriateness of investment recommendations made to clients.
End Values
- Define long-term personal goals; examples include accomplishment, security, and social recognition.
Ethical Dilemma
- Situations presenting two or more choices requiring ethical decision-making.
- Two categories: right vs. wrong issues and right vs. right dilemmas; the latter involves conflicting core values.
Front Page Test
- Part of the ethical decision-making process focusing on personal reputation.
- Evaluates potential damage to reputation if decisions were made public.
Legal Test
- Evaluates whether a person's actions are illegal or violate industry rules or terms.
Means Values
- Daily actions undertaken to achieve goals; influence decision-making.
- Examples include ambition and competence.
Mom Test
- Considers comfort in revealing a decision to important personal figures, reflecting potential ethical outcomes.
Morals
- Society's established rules of conduct based on reason; guide decision-making but are not established by authorities.
Unified Value System
- Alignment of end values and means values; crucial for avoiding conflicts in values leading to unethical behavior.
Values
- Cultural or individual beliefs regarding the worth of ideas and behaviors, influencing life goals and decisions.
Laws
- Not synonymous with ethics but emerge from societal values; essential for allowing structured coexistence.
Tone at the Top
- Establishes a climate of ethical behavior within firms; influences conduct throughout the organization.
Ethical Relativism
- Concept that denies the existence of universal moral principles, emphasizing personal interpretation of right and wrong.
Types of Ethical Dilemmas
- Categories include truth vs. loyalty, individual vs. group rights, short term vs. long term considerations, and justice vs. mercy.
Ethical Decision-Making Process
- Steps include recognizing moral issues, determining stakeholders, gathering facts, and testing ethical dilemmas before making a decision.
Ethical Dilemma Solutions
- Outcomes may include various ethical thinking approaches such as end-based thinking (greatest good), rule-based thinking, and social contract-based thinking.
Administrator
- Securities regulatory authority in each Canadian province responsible for registration and regulation of market activities.
Canadian Investor Protection Fund (CIPF)
- Established in 1969 to protect client assets from dealer insolvency but does not cover poor investment performance.
Canadian Securities Administrators (CSA)
- An organization aimed at harmonizing capital market regulation in Canada, working to protect investors and ensure efficient markets.
Dealer Member
- Brokers that facilitate buying and selling securities for investors.
Designated Stock Exchange
- Only listed securities on these exchanges can be held in registered accounts; must meet specific operational and regulatory standards.
Disclosure
- Fundamental principle of Canadian securities regulation requiring full transparency of material facts before public securities sales.
Financial Transactions and Reports Analysis Centre of Canada (FINTRAC)
- Enforces compliance with anti-money laundering laws for securities dealers in Canada.
Integrated Market Enforcement Teams (IMETs)
- Established to enhance capabilities in detecting and investigating capital markets fraud in cooperation with various agencies.
Joint Serious Offences Team (JSOT)
- Investigates serious violations of securities law; collaborates with multiple law enforcement agencies.
Money Laundering
- Process of converting illegal funds into legitimate assets through three stages: placement, layering, and integration.
Mutual Fund Dealers Association (MFDA)
- Self-regulatory organization overseeing mutual fund distribution in Canada, separate from mutual fund regulation itself.
National Instrument (NI)
- Harmonized regulatory instruments adopted by CSA jurisdictions, governing securities markets.
Passport System
- CSA tool to streamline regulatory filings across jurisdictions, promoting mutual reliance.
Primary Distribution
- Initial sale of stocks or bonds from an issuing entity as a means of raising capital.
Registrant
- Individuals maintaining licensing requirements for securities registration and operation.
Secondary Distribution
- Sale of previously issued securities, proceeds going to existing shareholders instead of the issuing entity.
Secondary Trading
- Trading of securities after their initial distribution, occurs mainly through stock exchanges.
Self-Regulatory Organization (SRO)
- Industry bodies with regulatory powers, ensuring member compliance with securities legislation.
Universal Market Integrity Rules (UMIR)
- Set of trading rules promoting fair markets and compliance monitoring by IIROC.
International Organization of Securities Commissions (IOSCO)
- Governing body with over 200 global members, including various Canadian regulators.
Financial Stability Board (FSB)
- Organization assessing vulnerabilities in the financial system and promoting international cooperation on financial stability.
Financial Industry Regulatory Authority (FINRA)
- U.S. counterpart to IIROC, enhancing cross-border cooperation in security regulation and oversight.### Regulatory Entities and Legislations
- The largest independent regulator for U.S. securities firms ensures compliance and protects investors.
- Canada Deposit Insurance Corporation (CDIC) provides deposit insurance for up to $100,000 per depositor against bank failures.
- Canada's Anti-Spam Legislation (CASL) mandates consent for sending commercial electronic messages, enforced by the CRTC.
Financial Concepts and Practices
- Conflict of interest arises when client and registrant interests diverge, potentially harming the client relationship.
- Cybersecurity is critical in financial compliance, protecting against reputational damage and operational risks.
- Investment representatives can serve as discount brokers or sales assistants in their roles.
Client Accounts and Transactions
- Cash accounts require full payment for transactions; subject to Cash Account Rule.
- Discretionary accounts allow dealers to make investment decisions without continuous client permission.
- Managed accounts involve ongoing discretionary authority granted by the client to the dealer member.
Legal and Compliance Framework
- Personal Information Protection and Electronic Documents Act (PIPEDA) governs the handling of personal data by businesses.
- Proceeds of Crime (Money Laundering) and Terrorist Financing Act (PCMLTFA) obliges RRs to report suspicious activities; violations can lead to severe penalties.
- The fit and proper test assesses individuals seeking IIROC approval based on integrity and competence.
Investment Tools and Strategies
- Exchange-traded funds (ETFs) track an index and typically have lower fees than mutual funds.
- Private placements involve directly selling securities to investors meeting specific criteria under provincial law.
- Principal-protected notes (PPNs) guarantee investors a minimum return, irrespective of underlying asset performance.
Documentation and Record-Keeping
- New account application form (NAAF) collects essential details before account setup, functioning as a contract for services.
- Relationship disclosure documents outline services offered and associated fees, enhancing transparency for clients.
- Security cross-reference lists all securities held by clients, facilitating communication regarding important developments.
Market Operations and Transactions
- Initial public offerings (IPOs) mark the first issuance of securities by a company to the public.
- Best efforts deals involve a dealer acting as an agent, with no guarantee of sales.
- Bought deals entail the dealer purchasing securities upfront, taking on the risk of resale.
Investor Rights and Protections
- Consumers hold the right of rescission to cancel certain agreements and loans.
- Investors have a right of withdrawal within 48 hours of purchase, ensuring the opportunity to reconsider decisions.
Risk and Due Diligence
- Politically exposed persons (PEPs) are clients in prominent public positions, requiring heightened scrutiny due to potential risks.
- Due diligence obligations ensure that dealer members provide clients with appropriate and thorough service.
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