2108. Ownership of a significant equity interest and ownership of assets

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    1. For the purpose of section 2108, “all or a substantial part of the assets” of a registered firm includes, among other things, a registered firm’s book of business, business line or division of the firm.  
    2. A Dealer Member must file the form specified by IIROC and obtain approval from the applicable District Council before allowing a person, alone or together with associates and affiliates, to directly or indirectly, own or hold a beneficial ownership interest in:
      1. a significant equity interest in the Dealer Member, or
      2. special warrants or other securities that are convertible into a significant equity interest in the Dealer Member.
    3. The written request for approval under subsection 2108(2) must be delivered to the applicable District Council at least 30 days before the proposed ownership change and must include all relevant facts regarding the ownership change sufficient to enable the applicable District Council to determine if the ownership change is:
      1. likely to give rise to a conflict of interest,
      2. likely to hinder the Dealer Member in complying with IIROC requirements or securities laws,
      3. inconsistent with an adequate level of investor protection, or
      4. otherwise prejudicial to the public interest.
    4. Subsection 2108(2) does not apply to the legal representatives of a deceased person who had been approved by the applicable District Council as the owner of a significant equity interest.  The legal representatives can continue as a registered holder or to hold a significant equity interest for a period as permitted by the applicable District Council.
    5. A District Council may delegate its authority under this section to a subcommittee of the District Council or to IIROC staff.
    6. A Dealer Member must file a written request for approval from the applicable District Council at least 30 days before the proposed acquisition if it proposes to acquire all or a substantial part of the assets of a registered firm, or if all or a substantial part of the Dealer Member assets are to be acquired, and must include all relevant facts regarding the proposed acquisition sufficient to enable the applicable District Council to determine if the acquisition is:
      1. likely to give rise to a conflict of interest,
      2. likely to hinder the Dealer Member in complying with IIROC requirements or securities laws,
      3. inconsistent with an adequate level of investor protection, or
      4. otherwise prejudicial to the public interest.
    7. A Dealer Member must not complete a proposed acquisition requiring notice under subsection 2108(6) until the applicable District Council approves the proposed acquisition.
    8. Dealer Members acquiring securities or assets of another registered firm for a client in nominee name do not need to provide notice under Rule 2100.

    There is no history log for this rule.

    There is no history log for this rule.