1. Enforcement Branch

  • Investigates breaches of securities law.
  • Conducts hearings before the OSC Tribunal.
  • Leads Joint Serious Offences Team (JSOT) with RCMP and OPP.
  • Runs the Whistleblower Office.

Example:
Bridging Finance Inc. was a Toronto-based private debt fund manager that raised approximately $2 billion from investors through funds marketed as safe, income-generating investments. In 2021, the OSC Enforcement Branch launched a major investigation into the firm, alleging serious misconduct.

Key allegations:

  • Senior executives at Bridging Finance diverted investor funds for personal gain.
  • Undisclosed payments were made from borrowers to the CEO and other insiders.
  • The firm failed to disclose material conflicts of interest to investors.
  • Misleading and inaccurate financial disclosures were provided to investors and regulators.

2. Corporate Finance

  • Oversees corporate disclosure, prospectuses, mergers, and acquisitions
  • Ensures public companies provide fair and transparent reporting
  • Reviews financial statements, material change reports, and business combinations

Example:
Shopify Inc., the Canadian e-commerce giant, is an excellent real-life example of a company that has successfully engaged with the Ontario Securities Commission (OSC) — particularly the Corporate Finance Branch — during its rise from a startup to a global public company.

Shopify’s IPO and subsequent success were supported by the OSC Corporate Finance Branch, which:

  • Reviewed its pre-IPO prospectus and disclosure documents
  • Ensured its compliance with Ontario’s Securities Act
  • Oversaw ongoing continuous disclosure after the IPO
  • Provided guidance on cross-border filings for dual listing with the NYSE
  • Helped align Shopify’s disclosure practices with National Instruments (e.g., NI 51-102 on Continuous Disclosure Obligations)

3. Compliance and Registrant Regulation (CRR)

  • Reviews and approves registration applications (e.g., advisers, dealers)
  • Conducts ongoing compliance reviews and audits of registered firms
  • Monitors regulatory obligations under NI 31-103 and other instruments

If you are carrying out activities in Ontario that involve trading or advising in securities or derivatives, or if you manage investment funds, you are required to register with the Ontario Securities Commission (OSC). This includes roles such as portfolio managers, investment fund managers, dealing representatives, and exempt market dealers. Even individuals working for a registered firm—such as advisors or traders—must be registered under specific categories. Registration is a legal requirement under Ontario securities law and is designed to protect investors, ensure fair and efficient markets, and maintain the integrity of the financial system.

Being registered with the OSC means you are subject to regulatory oversight and must meet ongoing requirements related to education, conduct, solvency, and compliance. The OSC uses this framework to ensure that only qualified and trustworthy professionals are involved in handling investor assets or providing financial advice. Operating without registration, when it is required, can lead to enforcement action, including fines or being banned from participating in the capital markets.

4. Derivatives Branch

  • Regulates over-the-counter (OTC) derivatives markets and participants
  • Implements rules for clearing, trading, and risk mitigation (e.g., NI 94-101, 94-102).

Example: In 2024, the OSC investigated allegations that traders at TD Bank and RBC improperly shared confidential client information in online chatrooms. This misconduct involved foreign exchange (FX) traders exchanging sensitive client details, such as trade sizes and timing, which could have provided them with an unfair market advantage.
The OSC’s Derivatives Branch played a pivotal role in this investigation, focusing on the oversight of FX trading activities by large derivatives dealers.

5. Investment Funds and Structured Products

  • Oversees mutual funds, ETFs, and other pooled investment vehicles.
  • Reviews fund prospectuses, continuous disclosures, and fund mergers.

We will learn  more about Products in the applicable chapter. For the purpose of this sections, OSC is responsible for the following:
Reviewing Fund Proposals: Evaluating the investment objectives, strategies, and structures of the proposed funds to ensure they aligned with regulatory standards and investor protection principles.

Providing Exemptive Relief: Granting exemptions from certain regulatory requirements when necessary, to accommodate the unique aspects of the proposed funds.
Ensuring Compliance: Ensuring that the proposed funds adhered to applicable securities laws and regulations, including those related to diversification, liquidity, and disclosure.

6. Market Regulation

  • Oversees exchanges (e.g., TSX), ATSs (alternative trading systems), and clearing agencies.
  • Monitors trade activity for manipulation or insider trading.

In short, OSC ensures that exchanges operate properly as market institutions.

7. Policy and General Counsel Office

  • Provides legal advice across the Commission.
  • Drafts National Instruments, policies, and notices
  • Coordinates with CSA and international organizations (e.g., IOSCO)

8. Office of Economic Growth and Innovation

  • Supports FinTech development and capital formation.
  • Operates the Innovation Office, helping start-ups navigate regulation.
  • Promotes burden reduction initiatives.

9. Investor Office

  • Publishes investor alerts and resources.
  • Gathers feedback on investor experience and risk.
  • Operates investor research and outreach.