Lawyer Profile Detail
Michael C. Nicholas
AREA OF EXPERTISE
Michael Nicholas is a partner in our Securities Regulation & Investment Products (SRIP) Group in Toronto.
His practice is devoted to securities law matters generally, with an emphasis on registration or licensing matters; dealer, adviser, investment fund manager, market intermediary and marketplace regulation, including regulation governing IIROC and MFDA member firms; related compliance and enforcement matters; litigation support; the regulation and implementation of derivative transactions; the development of new financial products and trading strategies, including monetization transactions, issuer put options, block trades and accelerated share repurchases; and the regulation, development, restructuring, termination and unwinding of collective investment vehicles, including mutual funds and hedge funds.
Mr. Nicholas is a co-author of CCH’s Canadian Securities Regulatory Requirements Applicable to Non-Resident Broker-Dealers, Advisers and Investment Fund Managers, a handbook of Canadian securities regulatory requirements for non-resident securities firms published in 2012. He is also the co-author of a chapter in Practicing Law Institute’s looseleaf services entitled Broker-Dealer Regulation and Investment Adviser Regulation that is also devoted to a discussion of the application of Canadian securities regulatory requirements to non-resident broker-dealers, investment advisers and investment fund managers.
During the past five years Mr. Nicholas has engaged in, and/or provided advice in relation to, among other things, the following:
- assisting investors with the recovery of funds under management by an insolvent portfolio manager, their related appointment of a receiver, the subsequent bankruptcy of the portfolio manager and the administration of the bankruptcy pursuant to Part XII of the Bankruptcy and Insolvency Act;
- acting as securities regulatory counsel to the receiver and trustee in bankruptcy for Portus Alternative Asset Management Inc., a securities firm bankruptcy conducted in accordance with Part XII of the Bankruptcy and Insolvency Act;
- the preparation and filing of applications seeking exemptions from dealer registration and prospectus requirements to accommodate Canadian resident deposits with foreign banks;
- the preparation and filing of applications seeking exemptions from dealer registration and prospectus requirements to accommodate the sale of real estate securities or rental pools through real estate agents;
- a variety of monetization transactions including the monetization of exchangeable securities held by an insider that had the securities of a U.S. public company as their underlying interest;
- the development of an electronic global share trading platform by a Canadian financial institution;
- the settlement of an enforcement proceeding alleging the conduct of insider trading by a registered dealer;
- the preparation and filing of applications seeking exemptions from the investment restrictions imposed upon dealers and issuers during distributions and share exchange transactions by OSC Rule 48-501 Trading During Distributions, Formal Bids and Share Exchange Transactions and Universal Market Integrity Rule 7.7;
- the regulatory aspects of Canaccord Financial Inc.’s acquisition of Genuity Capital Markets;
- the regulatory aspects of Fiera Capital Inc.’s acquisition of Sceptre Investment Counsel;
- an interim proposal for the harmonization of regulatory requirements governing over-the-counter derivative transactions between institutional counterparties;
- the preparation and filing of an application seeking an exemption from the clearing agency recognition requirements of the Securities Act (Ontario) on behalf of CLS Bank International, a copy of which was published in the January 21, 2011 edition of the OSC Bulletin;
- the regulatory aspects of the sale by TD Waterhouse Canada of its institutional services business to National Bank Correspondent Network; and
- assisting Citibank Canada with the development and implementation of the first Canadian prepaid share repurchase program.
Since 1982, Mr. Nicholas has been engaged either in the practice of corporate/securities law with our firm or in a regulatory capacity with the Ontario Securities Commission or the Hong Kong Securities and Futures Commission. In July 1983, he was seconded to the Ontario Securities Commission by the firm, where he acted as legal advisor to the Commission and served as a member of the Commission’s Corporate Finance Division until September 1984. From July 1989 to July 1992, Mr. Nicholas served as the Director of Corporate Finance for the Hong Kong Securities and Futures Commission, where he was responsible for regulating and developing policy in relation to takeover and merger transactions.
Mr. Nicholas is a past member of the Securities Advisory Committee to the Ontario Securities Commission and a past member of the National Policy No. 36 Committee of the Investment Funds Institute of Canada. During 2004, Mr. Nicholas served as co-chair of the Compliance and Legal Working Group, one of the committees established by the Ontario Securities Commission to consider the Fair Dealing Model prior to its evolution into the CSA Registration Reform Project.
Mr. Nicholas received his B.A. from the University of Guelph and his LLB from Queen’s University. He was called to the Ontario bar in 1982.
Canadian Securities Law News: Canadian Securities Regulators Enter Into Supervisory Cooperation Arrangements With European Financial Regulators
Canadian Securities Law News: OSC Issues Report on Continuous Disclosure Review of Investment Fund Sales Communications
Canadian Securities Law News: CSA Issues Guidance on Relationship Disclosure Practices for Portfolio Managers and Exempt Market Dealers
Canadian Securities Laws News
Non-Resident Investment Fund Manager Registration Requirement
CSA Proposes Mandatory Central Counterparty Clearing of Eligible OTC Derivatives
Canadian Securities Regulatory Requirements applicable to Non-Resident Broker-Dealers, Advisers and Investment Fund Managers
Recent Exemptive Relief Provides Additional Flexibility for Offering Derivatives to Retail and Institutional Investors
OTC Derivatives Regulation
SEC v. Goldman Sachs: Issues in Focus
McCarthy Tétrault Partners Author New Guide on Canadian Securities Regulatory Licensing Requirements
Transactions & Cases
Timbercreek Senior Mortgage Investment Corporation issues C$152.2 million IPO and private placement
Fiera Sceptre closes C$155 million plan of arrangement
Canaccord Financial completes C$352.7 million acquisition of Genuity Capital Markets
PetroBakken US$750 million convertible bond offering
TD Waterhouse completes US$606 million acquisition of thinkorswim Canada
The Bank of Nova Scotia acquires Sun Life Financial’s ownership stake in CI Financial
Manulife Financial Corporation finalizes $3 billion loan and $2.125 billion common equity offer
The Toronto-Dominion Bank completes $1.4 billion common share offering
Front Street Flow-Through 2008-I Limited Partnership completes $110 million offering
Acquisition by Wellington West of all shares of Clearsight and its parent company Affinity Response