Best Structured Finance Lawyers in Ontario

1. About Structured Finance Law in Ontario, Canada

Structured finance in Ontario involves the creation and distribution of securities backed by a diversified pool of assets, such as mortgages, loans, or receivables. In Ontario, these activities fall under Canadian and provincial securities laws, regulatory oversight, and contract law. Deals typically involve originators, special purpose vehicles (SPVs), trustees, servicers, and investors, with complex due diligence and disclosure obligations.

Note: Ontario is a province of Canada, not part of the United States. US securities law does not automatically govern Canadian securitization transactions. If you are dealing with cross-border issuances, you may need to consider both Canadian and US requirements, plus the applicable contract and tax rules. A Canadian solicitor or lawyer can help harmonize cross-border considerations with Ontario requirements.

"Ontario securities regulators work to protect investors and maintain fair, efficient, and transparent capital markets."

In Ontario, the primary regulator for securities offerings and trading is the Ontario Securities Commission (OSC). The OSC enforces provincial securities laws and reviews prospectuses and exemptions for offerings to Ontario residents. Issuers and underwriters must comply with provincial instruments and cross-border rules when markets extend to Ontario participants.

For broader Canadian governance, the Canadian Securities Administrators (CSA) coordinates national policy among provincial regulators and issues guidance on cross-border and national instruments that affect structured finance. Businesses engaging in securitization should monitor both OSC guidance and CSA instruments to align with Ontario practice.

2. Why You May Need a Lawyer

Engaging a solicitor with structured finance experience helps you navigate complex regulatory, contractual, and cross-border issues. Below are concrete Ontario-specific scenarios where legal counsel is essential.

• A mortgage loan portfolio securitization requires a Canadian SPV and a disclosure package that complies with Ontario prospectus requirements and cross-border exemptions.
• You are structuring an asset-backed security (ABS) that will be offered in Ontario and need an intercreditor agreement among originator, SPV, trustees, and rated investors.
• You are issuing notes to Ontario investors and must prepare a prospectus or comply with exemptions under NI 41-101 and NI 33-105 in Ontario.
• A servicing agreement or master trust needs to be drafted or amended to align with Ontario contract law and regulatory expectations for securitization in Canada.
• Your company wants to register a securitization program with Ontario or cross-border securities regulators and requires due diligence on KYC, AML, and disclosure duties under provincial securities rules.
• You face restructuring or wind-down of a securitization program in trouble, requiring orderly disposition of assets and treatment of investors under Ontario insolvency and contract-law principles.

In each scenario, a qualified Ontario solicitor or lawyer can help with regulatory filings, disclosure documents, and negotiation of deal documents to minimize regulatory risk and maximize investor protection.

3. Local Laws Overview

The structured finance framework in Ontario relies on a mix of provincial and federal statutes, rules, and guidance. Below are 2-3 key laws and instruments you should know, along with their general impact on securitization activity in Ontario.

• Ontario Securities Act, R.S.O. 1990, c S.5 - Governs the offer and sale of securities in Ontario, including prospectus requirements, exemptions, and registration rules. This Act underpins most securitization disclosures and market conduct in the province. Ontario Securities Act
• National Instrument 41-101 General Prospectus Requirements - Sets out general prospectus requirements for issuers and exemptions in Canada, including cross-border offerings. Applicable across provinces including Ontario, NI 41-101 governs how securitized notes and related securities may be offered to the public. CSA NI 41-101 overview
• National Instrument 33-105 Underwriting Conflicts of Interest - Addresses conflicts of interest for underwriters, a critical area for securitization transactions involving issuers, originators, and SPVs. It applies in Ontario through the CSA framework. CSA NI 33-105 information

Ontario also hosts a modern financial services regime administered by regulators with ongoing updates. The Financial Services Regulatory Authority of Ontario Act, 2016 created FSRA to oversee many financial services activities and will influence related securitization activities where they touch mortgage lending, consumer credit, and related services. FSRA Act

For cross-border and federal considerations, Ontario borrowers, lenders, and issuers may also be subject to federal acts and regulator guidance, including OSFI oversight for federally regulated entities and national securities rules administered by the CSA. OSFI

4. Frequently Asked Questions

These questions cover a range from basic to advanced topics about Structured Finance in Ontario. Each question begins with a clear, natural language prompt.

What is structured finance in Ontario?

Structured finance packages payments from a pool of assets into securities sold to investors. It typically uses SPVs, trustees, and servicers to isolate risk and manage cash flows. Ontario regulates these activities under provincial securities laws and national instruments.

How do I start a securitization in Ontario?

Begin with a legal and financial due diligence plan. Engage an Ontario solicitor to draft the SPV structure, assess regulatory filings, and coordinate with ratings agencies and underwriters. Prepare a detailed disclosure package for Ontario investors.

When must I file a prospectus in Ontario?

A prospectus is required unless a valid exemption applies under the Ontario Securities Act and NI 41-101. The process involves disclosure, pricing, and regulatory review by the OSC.

Where can I find Ontario rules for securitization?

Rules are published by the Ontario Securities Commission and the CSA. Primary references include the Ontario Securities Act and NI 41-101, available on official government and regulator websites.

Why do I need an Ontario lawyer for securitization?

A lawyer ensures compliance with Ontario disclosure standards, reviews cross-border implications, negotiates SPV and trust documents, and coordinates with regulators and rating agencies.

Can a cross-border securitization involve US law?

Yes, cross-border deals may invoke US securities law, especially if US investors participate. You may need counsel experienced in both Canadian and US requirements to manage dual compliance.

Should I work with an issuer, underwriter, or trustee lawyer?

All three roles matter. Separate counsel for issuer, underwriter, and trustee helps maintain independent reviews and reduces conflicts of interest in securitization deals.

Do I need to be Ontario resident to invest in securitized notes?

Investors may be subject to Ontario exemptions or prospectus requirements. An Ontario lawyer can explain eligibility for Ontario-based offerings and cross-border exemptions.

Is there a timeline for closing a securitization in Ontario?

Timelines vary by deal complexity, due diligence scope, and regulator review. A typical Ontario securitization from kickoff to closing can take 6 to 12 weeks or longer for complex programs.

What is the difference between SPV and originator in securitizations?

The SPV is a standalone entity that holds the assets and issues notes. The originator transfers assets to the SPV and may provide servicing or support arrangements.

How much does legal counsel cost for a securitization in Ontario?

Costs vary by deal size and complexity, often ranging from a fixed engagement fee to a time-based rate. A detailed engagement letter will provide a clear fee schedule.

Do I need regulatory approval for a private securitization in Ontario?

Not all private securitizations require a prospectus, but many will rely on exemptions or private placement rules. A lawyer can confirm the proper path for your offering.

5. Additional Resources

• Ontario Securities Commission (OSC) - Regulates Ontario securities market and enforces Ontario securities laws. Function: reviews offerings and enforces compliance in Ontario. OSC
• Canadian Securities Administrators (CSA) - National coordinating body for Canadian securities regulators. Function: issues harmonized guidance and instruments for cross-border securitizations. CSA
• Financial Services Regulatory Authority of Ontario (FSRA) - Oversees certain financial services in Ontario, including related lending and credit activities. Function: regulatory oversight and licensing for financial services in Ontario. FSRA

6. Next Steps

1. Define the securitization objective and identify the asset pool you plan to securitize in Ontario, with an estimated deal size and timeline.
2. Assemble a cross-functional team, including a Canadian solicitor, a tax advisor, and a financial advisor with securitization experience.
3. Prepare a preliminary deal structure sketch (SPV, master trust, servicing, and trustee arrangements) and gather relevant documents.
4. Research Ontario-licensed law firms with structured finance experience and request written engagement proposals and fee estimates.
5. Schedule initial consultations to discuss deal-specific regulatory filings, disclosure needs, and cross-border considerations if US involvement exists.
6. Obtain and review draft engagement letters, scope of work, and a project timeline with milestones and approval points.
7. Begin due diligence, draft disclosure documents, and coordinate with regulators, rating agencies, and counterparties to stay on schedule.