On March 6, 2014, the Investment Industry Regulatory
Organization of Canada (IIROC) proposed guidance on underwriting
due diligence for public offerings in an effort to promote
consistency and enhanced standards amongst its Dealer Members in
the underwriting due diligence process. The proposed guidance is
not intended to apply to Dealer Members participating in offerings
conducted in reliance on one or more exemptions from the prospectus
and/or registration requirements (private placements).
Pursuant to the proposed guidance, IIROC has confirmed its view
that due diligence practices should reflect the gatekeeper role of
underwriters, which includes protecting investors, fostering fair
and efficient capital markets and creating and maintaining
confidence in capital markets. While IIROC acknowledges that due
diligence is, by its nature, a fluid and evolving process, and
should be customized to be relevant to the particular issuer, the
industry in which it operates and
