This IIROC Notice provides notice that, on January 27,the Board of Directors "Board" of the Investment Industry Regulatory Organization of Canada "IIROC" approved the publication for comment of proposed amendments "Proposed Amendments" to the Universal Market Integrity Rules "UMIR" respecting the regulation of short sales and failed trades. In particular, the Proposed Amendments would:. In addition, the Board authorized the withdrawal from further consideration an earlier proposal to repeal the requirements related to the preparation and filing of semi-monthly short position reports. IIROC has been recognized as a self-regulatory organization by each of the Canadian provincial securities regulatory authorities the market Regulators" and, as such, is authorized to be a regulation services provider for the purposes of National Instrument "Marketplace Operation Instrument" and National Instrument As a regulation services provider, IIROC administers and enforces trading rules for the marketplaces that retain the services of IIROC. The Market Rules Advisory Committee of IIROC "MRAC" reviewed the Proposed Amendments prior to their consideration by the Board. MRAC is an advisory committee comprised of representatives of each of: The text of the Proposed Amendments is set out in Appendix "A". The Proposed Amendments are part of an overall strategy to monitor and regulate short sales and failed trades in the Canadian equity marketplaces which the Board has determined to be in the public interest. Comments should be in writing and delivered by May 26, to:. Commentators should be aware that a copy of their reporting letter will be made publicly available on the IIROC website www. A summary of the comments contained in each submission will also be included in a future IIROC Notice. After considering the comments on the Proposed Amendments received in response to this Request for Comments together with any comments of the Recognizing Regulators, staff of IIROC may recommend that revisions be made to the Proposed Amendments. If the revisions are not of a material nature, the Board has authorized the President to approve the revisions on behalf of IIROC and the Proposed Amendments as revised will be subject to approval by the Recognizing Regulators. If the revisions are material, the Proposed Amendments as revised will be submitted to the Board for ratification and, if ratified, will be republished for further public comment. IIROC has undertaken a process of evaluating additional steps which might be taken in Canada to deal with issues related to short sales and failed trades. These possible steps include additional amendments to UMIR, changes in the procedures and monitoring systems of IIROC and co-operation in data collection and sharing with the Ontario Securities Commission "OSC" and the CDS Clearing and Depository Services Inc. In developing the proposals for the further regulation of short sales, IIROC sought to ensure that any rules, guidance and monitoring regime:. Given the required price decline, coupled with the relatively short period of time during which price restrictions on short sales apply after imposition, the majority of US market activity is not subject to a tick test. Studies by IIROC support the premise that the tick test has no appreciable impact on pricing and, in light of that, IIROC believes that there are better mechanisms to detect and address abusive short selling. Under the Proposed Amendments, IIROC would proceed with the outstanding proposal to repeal the tick test but will also continue to work with other Canadian regulators to enhance measures intended to identify and address incidents of "abusive" short selling. While the SEC adopted Rule ostensibly to enhance "investor confidence" in short selling activity, its adoption may have also served to reinforce the preconception that rapid price declines are generally the result of abusive short selling. While single-stock circuit breakers have been in effect in the United States trade June 11,short selling activity has not been system by the market centers market a factor in any of the incidents in which a single-stock circuit breaker was triggered. The adoption of Rule may have the unintended effect of encouraging retail investors to sell at the first opportunity following the triggering of a circuit breaker in order to avoid further downward price pressure, which in turn would inadvertently put more downward price pressure on the security. In the view of IIROC, investor confidence is best bolstered by:. In an effort to enhance the transparency of short selling activity in the Canadian market, the following steps will be taken:. A separate CSPR is produced by CNSX for securities listed on that exchange. In addition to the Proposed Amendments and other IIROC initiatives described in this IIROC Notice, the Canadian Securities Administrators "CSA" and IIROC are proposing to publish a joint notice to solicit feedback on whether additional proposals to enhance disclosure of short sales and failed trades are required "Joint Notice". In a limited number of cases, securities which are inter-listed between an Exchange in Canada and an exchange in the United States may become subject to the U. When Rule is implemented in the United States, regulatory arbitrage can be avoided even if Canada does not adopt the same circuit breaker system and alternative uptick rules. In part, this requires Market being able to demonstrate that its regime effectively addresses "abusive" short selling through other mechanisms, including real-time alerts based on trading activity across all Canadian marketplaces. IIROC is currently in the process of developing an alert for its surveillance system that will monitor for unusual levels of short selling activity, coupled with significant price movements. If unusual levels of short selling are detected which are disruptive to the market, IIROC also has the ability to intervene to vary or cancel the prices of any trade that is "unreasonable" or, in particularly egregious circumstances, to impose a halt on trading of a particular security across all marketplaces. In addition, IIROC has the ability to designate a security as a "Short Sale Ineligible Security" for a period of time. Currently, IIROC's policies and procedures for undertaking a regulatory intervention to halt trading in a security or to vary or cancel trades are not publicly disclosed. In a separate initiative, IIROC has published for public comment draft guidance that would provide greater transparency of IIROC's existing policies and procedures relating to the variation or cancellation of "unreasonable" trades and trades which are not in compliance with the requirements of UMIR. As part of any response, IIROC should enhance its monitoring of short sales and failed trades. This reporting system will identify "problem" fails and allow IIROC to assess the reasons for the failure and monitor the steps being taken to resolve the problem. This will also allow IIROC to determine if short selling is becoming concentrated within particular dealers or clients. Access to this database would allow IIROC to determine, from time to time, variations in trade failures from historic patterns for particular securities and Participants. The use of this order designation would permit the data on "short sales" to better reflect the activities of persons who may have adopted a "directional" trading strategy. The entering of an order for the sale of a security without, at the time of entering the order, having the reasonable expectation of settling any trade that would result from the execution of the order constitutes a violation of iiroc prohibition on manipulative and deceptive activities. As such, "naked short selling", as that term is sometimes understood, is not permitted under UMIR. However, once a Participant or Access Person is aware of difficulties in obtaining particular securities to make settlement of any short sale the Participant or Access Person would no longer have a "reasonable expectation" of being able to settle a resulting trade and therefore would not be able to enter further short sale orders. For trading in a particular security, certain Participants or Access Persons who do not have the ability to borrow that security may be precluded from entering short sales while other Participants or Access Persons with the ability to borrow that security may continue to undertake additional short sales. Even when the person entering an order has "reasonable expectations" of being able to settle any resulting trade, there may be circumstances in which the person should be required to have made arrangements to "pre-borrow" the securities which are the subject of a short sale. These types of circumstances may include when:. IIROC set out an administrative interpretation that would also allow a Participant or Access Person, as applicable, when determining the "last sale price" of a particular security to rely on trade information from:. The Proposed Amendments would repeal all restrictions on the price at which a short sale may be made. The Proposed Amendments would parallel action taken by the SEC to repeal price restrictions on short sales in the United States effective July 7, While the restrictions on the price at which a short sale may be executed would be repealed under the Proposed Amendments, the requirement to mark an order as "short" would continue. Under the Proposed Amendments, a Participant or Access Person would be given specific direction as to the need, subject to certain exceptions, to have made arrangements to borrow securities when entering an order that on execution would be a short sale of:. An Extended Failed Trade is one in respect of which notice of the failed trade was required to be provided to IIROC in accordance with Rule 7. If an Extended Failed Trade report has been filed previously at any time by a Participant with IIROC with respect to an Extended Failed Trade in the account of a client or non-client, that client or non-client would not be able to enter an order that on execution would be a short sale without having made arrangements to borrow the securities necessary to settle any resulting trade until:. If a Participant or Access Person has filed previously at any time a report of an Extended Failed Trade in respect of a principal trade by that Participant or Access Person in a particular security, the Participant or Access Person would not be able to enter an order that on execution would be a short sale without having made arrangements to borrow the securities necessary to settle any resulting trade until IIROC has consented to the entry of the principal order that is a short sale of that particular security. In providing the consent, IIROC will be able to review with the Participant or Access Person the circumstances surrounding the previous Extended Failed Trade and the reasons why the Participant or Access Person believes that system short sales of that particular security are unlikely to fail to settle. The restriction on future sales by clients and non-clients is broader than for Participants or Access Persons in that it covers short sales of any security and not just the security which was the subject of the Extended Failed Trade. While the Participant is ultimately system for the settlement of any failed trade, the Participant may not fully know the reason for the earlier trade failure or the current circumstances of the particular client or non-client. However, the Proposed Amendments provide the Participant with the ability to waive the pre-borrow requirement if the Participant is satisfied, after reasonable inquiry, that the reason for any prior failed trade by the client trade non-client was solely as a result of administrative error. Until the Participant is able to complete such an inquiry or IIROC otherwise consentsthe client or non-client would be subject to the pre-borrow requirements on any intended short sale. Under the Proposed Amendments, a Participant or Access Person who enters an order that would, on execution, be a short sale of a security that IIROC has designated as a "Pre-Borrow Security" would be iiroc to have made arrangements to borrow the securities necessary for reporting of any trade prior to the entry of the order on a marketplace. Presently, the "short exempt" order designation is used to identify an order for the short sale of a security which is not subject to the tick test. If the tick test is repealed as contemplated in the Proposed Amendments, the use of the "short exempt" order designation will no longer be required for this purpose. Under the Proposed Amendments, the existing field on the order entry would be used to indicate an order that is exempt from being marked as "short" i. Under this proposal, orders from particular accounts for the purchase or sale of a security would be designated as "short-marking exempt" upon entry on a marketplace. More specifically, orders would be marked as "short-marking exempt" if the order is from an account that is:. IIROC expects that the institutional accounts which would be required to mark orders as "short-marking exempt" would include "high-frequency traders" whose trading strategy does not involve the holding of positions in particular securities. Use of the "short-marking exempt" designation would relieve the account from having to mark the order as "short". Given the high volume and speed of orders generated by arbitrageurs, market makers and high-frequency traders coupled with the fact that these types of accounts may have orders on both sides of the market on various marketplaces at the same time, determining whether such orders are made from a "long" or "short" position at the time of the entry of additional sell orders is problematic. Use of the "short-marking exempt" designation in the manner proposed would allow IIROC to monitor separately the trading activities of those accounts which are actively buying and selling the same security without taking a directional position in that security and which have a finite time horizon of a trading day or less to effectively balance purchases and sales of the particular security. Further, this revised order marking requirement is intended to permit IIROC to focus monitoring of short sale activity on accounts that have adopted a "directional" position with respect to particular securities. Additionally, IIROC is in the process of introducing an alert in its surveillance system that will be triggered when there is an increase in the level of short selling of an individual security based on historic levels of short selling activity for that particular security combined with a significant price decline in the market price of the security. Removing much of the "noise" in the short sale data flowing from trades by persons who are not taking a directional position, regarding the security should permit the alert to operate more effectively. Concurrent with the issuance of this Rules Notice, IIROC has issued for public comment draft guidance on the use of the "short sale" and "short-marking exempt" order designations that IIROC would intend to issue upon the Proposed Amendments becoming approved and effective. With the proposed repeal of the tick test, one of the main reasons for using aggregate holdings is removed as there will no longer be a restriction on the price at which the trade may be executed. Changing the basis for determining whether an order is "short" to take into consideration only the holdings in the account entering the sell order at the time the order is entered may simplify the process of determining the appropriate marking while at the same time slightly increasing the proportion of trades which are marked "short". As an alternative, IIROC had considered the introduction of a separate, new account identifier that would be required for the three types of accounts described above. However, IIROC was of the view that it would be more efficient to reuse the existing "short exempt" designation as marketplaces, service providers, Participants and Access Persons would have to modify their systems to remove functionality and provision for the "short exempt" designation. IIROC specifically seeks comment on the relative merits from an operational perspective for the two approaches. The Proposed Amendments would require a Participant or Access Person to have made arrangements to borrow securities prior to the entry of an order that would, on execution, be a short sale of a security that IIROC has designated as a "Pre-Borrow Security". The Proposed Amendments add a definition of "Pre-Borrow Security" to Rule 1. In determining whether to make such a designation, IIROC would have to consider whether:. With the repeal of the price restrictions on the price at which a short sale may be made, clause d of Part 1 of Policy 2. The following is a summary of the most significant impacts of the adoption of the Proposed Amendments:. The technological implications of the Proposed Amendments on Participants, marketplaces or service providers are as follows:. IIROC would expect that if the Proposed Amendments are approved by the Recognizing Regulators, the amendments would become effective one hundred and eighty days following the date IIROC publishes notice of the approval. Early inthe Technical Committee of IOSCO published a report entitled Regulation of Short Selling which contains principles designed to help develop a more consistent international approach to the regulation of short selling. The objective of the report was to help eliminate gaps between the different regulatory approaches to naked short selling while minimising any adverse impact on legitimate activities, such as securities lending and hedging, which IOSCO indicated are critical to capital formation and reducing market volatility. The report recommends that effective regulation of short selling should be based on the following four principles and the report outlines the minimum actions that regulators should undertake in order to support each of the four principles. A number of "high level" observations on the application of each principle in the Canadian context follow the discussion of each principle. A more market analysis of the IOSCO recommendations and their reconciliation to the provisions of UMIR and various procedures and proposals of IIROC are set out in Appendix "C":. Short selling activities should be subject to appropriate controls to reduce or minimise the potential risks that could affect the orderly and efficient functioning and stability of financial markets. In order to reduce or minimise the potential risks from short selling, regulators should have an effective discipline for the settlement of short selling transactions. As a minimum requirement this should impose strict settlement such as compulsory buy-in of failed trades. IIROC Commentary on the Canadian Context: Under UMIR, a Participant or Access Person is engaging in "manipulative and deceptive" activities if on the entry of an order they do not have the reasonable expectation of being able to settle the resulting trade. As such, "naked short selling", as that term is sometimes understood, is not permitted in Canada. Studies by IIROC have demonstrated that, in Canada, a short sale has a lower probability of settlement failure than trades generally and that the primary reason for trade failure is simple "administrative error". Broad mandatory provisions such as compulsory buy-in do not exist in Canada. Short selling should be subject to a reporting regime that provides timely information to the market or to market authorities. In order to achieve this enhanced level of transparency regarding short selling activity, jurisdictions should consider some form of reporting of short selling information to the market or to market authorities. IIROC recognizes the problems associated with current short position reporting. Short selling should be subject to an effective compliance and enforcement system. As an effective compliance and enforcement system is essential for an effective short selling regulatory regime, the regulators should: Canada has a "flagging" regime that requires all short sales to be marked as such at the time of entry. IIROC is pursuing, in connection with the introduction reporting a new surveillance and monitoring system, the development of alerts that will be generated by the surveillance system when there is:. This alert will allow IIROC to detect "abusive short selling" activity on a timely basis and to take appropriate remedial or investigative actions including designating the security as being ineligible for further short selling activity. To enhance the effectiveness and operation of this alert, IIROC is also proposing to introduce a "short-marking exempt" designation that will ensure that the "short sale" marker is used only by persons who are taking a directional position in a security when their order is entered. The "extended failed trade" report will also allow IIROC to monitor the extent to which short selling is involved in failed trades of particular securities. IIROC monitors trade failure rates generally based on information provided by CDS. IIROC is also co-operating with the OSC in receiving daily CNS trade failure reports from CDS on a daily basis. Access to this database will permit IIROC to determine, from time to time, patterns of failure among Participants and securities. While IIROC is party to a number of information sharing agreements with foreign self-regulatory organizations and regulators, the securities regulatory authorities have authority in respect of cross-border and domestic investigations involving persons who are outside the jurisdiction of IIROC. Short selling regulation should allow appropriate exceptions for certain types of transactions for efficient market functioning and development. It is necessary that there is flexibility in short selling regulation in order to allow market transactions that are desirable for efficient market functioning and development. Therefore regulatory authorities should at a minimum clearly define the exempted activities and the manner in which these exemptions should be reported. UMIR presently permits a series of exemptions from price restrictions on short sales for market making and arbitrage activities and for securities, such as inter-listed securities and Exchange-traded Funds, which have a relatively low possibility of abusive short selling due to their relatively high liquidity or relationship with underlying securities. While the Proposed Amendments would repeal price restrictions on short sales, the Proposed Amendments would also separate out, through the use of the "short-marking exempt" order designation, the trading activities of arbitragers, market makers and certain institutional accounts that pursue "directionally neutral" strategies in the trading of securities. The primary purpose of adopting the proposed "short-marking exempt" order designation is to allow IIROC to focus more directly on "directional" short selling activity. A byproduct of the adoption of this new order designation will be an increase in IIROC's ability to monitor the effects, if any, of "non-directional" trading strategies, including high frequency trading. In July ofthe SEC repealed all price restrictions on short sales and precluded self-regulatory organizations from introducing any rules that restricted the price at which a short sale could be made. This action had followed a multi-year "pilot project" which had concluded that price restrictions on short sales had no effect on market prices. At the time of the Emergency Order, only one of the 19 securities was on the "fails" list maintained in accordance with Regulation SHO by the market centre on which the securities were listed. Notwithstanding this fact, the Emergency Order required that a short seller must have entered into an arrangement to borrow the securities required for settlement prior to the execution of the short sale. The Division of Trading and Markets of the SEC provided guidance that "an arrangement to borrow requires more than a [sic] reasonable grounds to believe that the security can be borrowed. An arrangement to borrow means a bona fide agreement to borrow the security such that the security being borrowed is set aside at the time of the arrangement solely for the person requesting the security. The stated rationale for the Emergency Order was set out in the preamble to the Emergency Order which stated:. False rumors can lead to a loss of confidence in our markets. Such loss of confidence can lead to panic selling, which may be further exacerbated by "naked" short selling. As a result, the prices of securities may artificially and unnecessarily decline well below the price level that would have resulted from the normal price discovery process. If significant financial institutions are involved, this chain of events can threaten disruption of our markets. The events preceding the sale of The Bear Stearns Companies Inc. During the week of March 10,rumors spread about liquidity problems at Bear Sterns, which eroded investor confidence in the firm. As Bear Stearns' stock price fell, its counterparties became concerned, and a crisis of confidence occurred late in the week. In particular, counterparties to Bear Stearns were unwilling to make secured funding available to Bear Stearns on customary terms. In light of the potentially systemic consequences of a failure of Bear Sterns, the Federal Reserve took emergency action. The Emergency Order was scheduled to terminate on July 29, but was extended until August 12, Since September ofthe SEC instituted a number of other temporary or permanent initiatives directed at short sales and failed trades, including measures which, among other things:. On April 8,the SEC unanimously voted to seek public comment on whether short sale price restrictions or circuit breaker restrictions should be imposed and whether such measures would help promote market stability and restore investor confidence. The SEC voted to propose two approaches to restrictions on short sales - one being a price test that would apply on a market-wide and permanent basis "short sale price test" and one that would apply only to a particular security during severe market declines in that security "circuit breaker". The rule requires trading centers to establish, maintain and enforce written policies and procedures that are reasonably designed to prevent the execution or display of a prohibited short sale. Generally, equity securities that are listed on a national securities exchange would be covered by the rule. The rule would apply whether the security is traded on an exchange or in the over-the-counter market such as internally by a dealer and reported on the "tape" using a trade reporting system. Observers have noted certain market regarding the approach adopted by Rule In particular, Rule Inthe Australian Securities and Investments Commission "ASIC" announced a package of interim measures relating to short sales. The ASIC subsequently prohibited, subject to limited exceptions, all short sales including "covered" short sales that had been permitted under the interim amendments. The ban on covered short selling for non-financial securities was ultimately lifted, effective November 19, Following the consultation process, the ASIC provided some limited exemptions to the outright ban on naked short selling. The current regulatory framework in Australia includes: On September 18,the Financial Services Authority "FSA" introduced new provisions which prohibit the creation of, or increase in, a net short position giving rise to an economic exposure to shares in specified financial institutions and insurers including naked and covered short sales. These provisions expired on January 16, The FSA introduced new short reporting requirements that became effective on September 23, The FSA moved to remove the ban on short sales of financial institutions effective January 19, At the same time, the FSA also agreed to extend, with minor modifications, the Disclosure Obligation until June 30, In Februarythe FSA published a discussion paper in which it set out its views with respect to the regulation of short sales, including the trade of various constraints on short sales, including, "tick tests" and "circuit breakers". Inthe European Commission published a proposal on the regulation of short selling. It is anticipated that the regulation would be adopted in mid In the interim, several European Union Members have adopted, or are in the process of adopting, amendments to their respective short sale regimes both on an interim and permanent basis. For example, Austria, Greece and Spain have each adopted requirements that require a person to disclose a net short position that exceeds 0. In Julythe Hong Kong Stock Exchange "HKSE" proposed the suspension of price restrictions on short sales. In Julythe Hong Kong Securities and Futures Commission "SFC" approved the proposal to "relax" the uptick rule. However, later inthe SFC, together with the HKSE, announced that in light of recent market developments overseas they had agreed not to implement the July proposal, and instead, retained the existing regime which limits short sales to "covered" short sales in certain designated securities, at or above the current ask price. Proposed legislation, based on the conclusions derived from the consultation process, is expected to include a position reporting requirement where a short position report will be required on a weekly basis once a short position is the lesser of:. In Julythe Taiwan Stock Exchange removed price restrictions on short sales for a number of securities and the market regulators in both Malaysia and India have iiroc to ease restrictions on short sales. In September ofMarket Regulation Services Inc. In May ofin conjunction with the merger of RS with the Investment Dealers Association, the Board ratified and adopted these amendment proposals as IIROC proposals. In October ofat the height of the market turmoil, the Board agreed to defer consideration of the repeal of the tick test and the repeal of the requirement to file Short Position Reports, pending evaluation of further developments in the market and regulatory initiatives instituted in other jurisdictions. The balance of the proposals listed above was approved by the applicable securities regulatory authorities effective October 15, "Prior Amendments". Implementation of the requirement to provide to IIROC a report of an Extended Failed Trade or notice of certain variations or cancellation of trades was deferred and will become effective on June 1, In light of the SEC's decision in July of to remove price restrictions on short sales, IIROC granted, effective July 6,an exemption from the price restrictions on a short sale under Rule 3. Securities which trade on an ECN in the United States but are not otherwise listed on an exchange in the United States do not qualify for the exemption. The Inter-listed Exemption will reporting in force until those aspects of the Proposed Amendments dealing with the repeal of price restrictions on short sales of all securities and the change in use of the "short exempt" order designation have been approved by the Recognizing Regulators or withdrawn by IIROC. Securities regulators generally have a concern regarding the relationship between failed trades and preserving market integrity. In order to ensure that the audit trail for any trade is accurate and that IIROC has sufficient information to evaluate whether trading activity has been conducted in compliance with UMIR and other regulatory requirements, the Prior Amendments introduced a requirement that each Participant or Access Person is required to report to IIROC if a trade that has failed to settle on the settlement date remains unresolved 10 trading days following the settlement date. The requirement to file an "Extended Failed Trade" report will become effective on June 1, with respect to trades other than those using the "Trade-for-Trade" settlement facility of CDS. These reports of Extended Failed Trades will allow IIROC to determine if the trade has failed to settle for an "improper" reason for example, if a sale had been executed as an undeclared short sale. Once an initial report of an Extended Failed Trade had been filed with IIROC, the Participant or Access Person will be required to file a second report once the account has cured the default. This reporting regime will put IIROC in a position to monitor trends in Extended Failed Trades, including the steps which a Participant or Access Person may be taking to rectify the default. Information from the reports will be used by IIROC in making a determination whether a particular security should be designated as a "Short Sale Ineligible Security". The initial Extended Failed Trade report will indicate the steps that have been taken to resolve the "failure" in the preceding 10 business days and which are proposed to be taken to resolve the failure. A "close-out" report is also required to be filed which will indicate the steps which were ultimately taken to resolve the failure. During the period between the initial report and the close-out report, IIROC would be in a position to inquire of a Participant or Access Person as to whether additional steps had been taken since the filing of the initial report. In making such requests, IIROC would rely on its general investigative power under Rule The Prior Amendments introduced a requirement that a trade cannot be cancelled or varied, with respect to price, volume or settlement date, unless the cancellation or variation was made by:. The requirement to file a "Trade Variation or Cancellation" report will become effective on June 1,concurrent with the introduction of the first phase of filing requirements for the Extended Failed Trade reports. Prior to the settlement of the trade, each Participant or Access Person who is a party to a trade may not agree to a cancellation or variation of the trade with respect to: The use of the procedures and facilities provided by the marketplace or the clearing agency will ensure that information regarding the cancellation or variation can be publicly disseminated. Marketplaces are able to cancel trades in limited circumstances principally related to systems malfunctions or technical problems at the marketplace. The addition of the notice requirement should not impose, in the ordinary course, a greater administrative burden upon a Participant or Access Person. The current practice to add, vary or cancel trades is for a Participant or Access Person to contact the marketplace on trade date prior to the trade being reported by the marketplace to CDS or to contact CDS prior to settlement. If the request has been made to a marketplace, the marketplace will notify IIROC prior to effecting any variation or cancellation. If the request has been made to CDS, CDS reports these variations or cancellations to the marketplace for review and, in turn, the marketplace forwards the report to IIROC. If IIROC concludes that there are no market integrity concerns and agrees with the change, the marketplace amends the official record of the trade. However, if the trade cancellation or variation is made after the settlement of the trade by the clearing agency, system of the trade cancellation or variation will now be required to be provided to IIROC by each Participant and Access Person that is a party to the trade. The purpose of the report directly from a Participant or Access Person is to ensure that a trade variation or cancellation is not effected outside the normal reporting of the marketplaces and CDS unless IIROC is notified of the variation or cancellation and has the opportunity to review the change for possible market integrity concerns. Notice of a trade cancellation or variation will allow IIROC to ensure that the cancellation or variation of the trade is for a bona fide reason and not as part of a manipulative or deceptive manner of trading including the establishment of a price that would trade other trading activity to then be conducted in nominal compliance with UMIR or other securities regulatory requirements. The Prior Amendments allow IIROC to designate a particular security or a class of securities as being ineligible to be sold "short". The purpose of this provision is to provide additional flexibility to IIROC, as the Market Regulator, to respond to developments in trading of a particular security or class of securities if, in IIROC's opinion as concurred in by the applicable securities regulatory authorities, rates of failed trades become excessive. The criteria which IIROC would use in pursuing a designation of a security have been specifically set out in Part 4 of Policy 1. If, based on reports of failed trades submitted to IIROC in accordance with the requirements of Rule 7. Since studies by IIROC indicated that short selling was not the primary reason for the existence of failed trades, IIROC is of the view that a statistical threshold would not, by itself, be appropriate. IIROC must determine that short selling is exacerbating the situation before deciding whether to seek approval to designate the security as being ineligible for further short selling. IIROC is of the view that there are greater risks to market integrity if a series of dealers experience prolonged trade failures for a relatively minor number of shares of a security that is illiquid than from the failure of a single block trade due possibly to administrative problems or delays at a custodian in a highly-liquid security. In the view of IIROC, the need to make a designation will be a relatively rare occurrence. Since the introduction of UMIR, there has been no instance when either RS or IIROC would have sought approval for such a designation. However, IIROC acknowledges that the repeal of price restrictions on short sales will likely result in increased volatility trade less liquid securities. In addition, IIROC acknowledges that junior issuers are concerned with the possibility of "bear raids". IIROC is of the view that the activity which is part of a "bear raid" will be detected with existing monitoring standards employed by IIROC and that such activity may be contrary to existing prohibitions against manipulative and market behaviour. IIROC does not believe that a designation will have to be made in "real time" as the circumstances which will lead to the need to designate a security will build over a period time e. No one factor would necessarily lead to IIROC determining to seek a designation. Also, it is not possible to provide quantitative "thresholds" for each of the factors that would be taken into account by IIROC. IIROC would consider the circumstances of the particular issuer e. IIROC will only designate a security as a "Short Sale Ineligible Security" with the concurrence of the applicable securities regulatory authorities. IIROC will seek that concurrence in a designation from:. While IIROC does not believe that a designation will have to be made in "real time", IIROC nonetheless believes that any designation will have to be "timely" in order to address situations arising in the marketplace. If IIROC detects unusual circumstances and concludes that an issue is developing that appears to be rooted in short selling, IIROC's first step would normally be to issue an IIROC Notice indicating that, with respect to the particular security, market participants should ensure their ability to borrow or obtain securities for settlement in advance of any sale. In the meantime, IIROC would continue to monitor trading in the particular security to determine if further regulatory action was warranted. Under the Prior Amendments, a short sale of a security that is designated as a "Short Sale Ineligible Security" may not be made. The Prior Amendments contained a number of exemptions from this prohibition, including if the order is entered on a marketplace:. In October ofIIROC deferred the proposed repeal of the requirement system Participants and Access Persons to prepare and file a short position report on a semi-monthly basis. To replace the aggregation of the information in the short position reports filed by Participants and Access Persons into the CSPR, IIROC envisioned the dissemination, by third parties, of periodic summary reports of short sales executed on marketplaces in particular securities. IIROC continues to encourage marketplaces to make this information publicly available. Nonetheless, IIROC will pursue the introduction of short sale trade summaries on a semi-monthly basis that will correspond to the reporting cycle for short position reports. IIROC expects to begin issuing these semi-monthly summary reports at the same time as the changes to the marking of "short sales" and "short exempt" orders are implemented. IIROC recognizes that the CSPR has a number of problems and limitations. Despite its flaws and in the absence of the ability to readily produce other short sale report at the present time, the CSPR is a "known" report that is comparable to short position reports in other jurisdictions. Furthermore, the continued production and publication of the CSPR supports IIROC's objective of encouraging greater public awareness of short selling in trading activity in Canada. Trade availability of both trading summaries and the CSPR will allow the current users of the CSPR an opportunity to evaluate the information provided by reporting summaries and would provide IIROC with an opportunity to track the relationship between information provided in the CSPR and the marketplace trading summaries. Concurrent with the issuance of this Rules Notice, IIROC has published a statistical study of trends on Canadian marketplaces in the three-year period from May 1, to April 30, the "Study Period" with respect to overall trading activity, short selling and failed trades the "Trends Study". During the Study Period, there was no "negative" change in the pattern of short selling or trade failures from the findings of the Prior Study. In particular, during the Study Period:. That study found that while there were "unusual" levels of activity in "financial sector" issuers in the period leading up to the temporary imposition of a prohibition on short selling, the proportion of short selling of financial sector issuers was generally consistent with historic patterns and the levels of short selling for inter-listed securities. The study concluded that the ban had a significant impact on market quality by reducing liquidity and increasing "spreads" while not having any effect on price volatility. Concurrent with the issuance of this Rule Notice, IIROC has also published a statistical study that looks at the price movement of securities listed on the TSXV during the Reporting Period that indicates that the significant price declines observed in the second half of were not caused by or exacerbated by short selling activity. InRS undertook a study of failed trades in the Canadian marketplace the "Failed Trade Study". Any proposed changes to UMIR must be approved by the Recognizing Regulators of the CSA. IIROC staff have been participating and prior to June 1, staff of both RS and the Investment Dealers Association of Canada participated in an informal working group with CSA staff the "Working Group" that has been examining various issues related to failed trades and short sales, including the role that short sales play in the occurrence of failed trades. The Working Group has been monitoring developments related to short sales and failed trades in other jurisdictions, particularly SEC initiatives to amend Regulation SHO. IIROC has provided the Working Group with periodic updates to the Recent Trends in Trading Activity, Short Selling and Failed Trades and other research and studies undertaken by IIROC. The Proposed Amendments by IIROC have been discussed with the Working Group. Following the publication of this IIROC Notice, the CSA and IIROC are proposing to publish the Joint Notice to solicit feedback on whether additional proposals to enhance disclosure of short sales and failed trades in Canada are required. For example, the Joint Notice may seek comment on whether disclosure of short positions by institutional investors may be necessary, similar to "buy-side" reporting requirements that have been or are being widely implemented in other jurisdictions. The Joint Notice may also seek input on the type, level and frequency of public disclosure of system trades in equity securities traded on all Canadian marketplaces and cleared through CDS that would be appropriate for the Canadian market. If significant problems emerge after the implementation of the Proposed Amendments as well as the implementation of any other elements of the IIROC proposal relating to the execution or settlement of short sales, IIROC would be in a position to consider appropriate additional regulatory responses. Similarly, if settlement rates deteriorate after the implementation of the Market Amendments, either generally or in specific classes of securities, additional initiatives may be considered by IIROC. As indicated in the Trends Study, the number of trades executed on marketplaces has increased dramatically over the three-year Study Period from approximately 10, trades per month to almost 30, trades while the number of initial buy-in notices received by CDS in connection with iiroc failures has remained relatively constant, in the range of 30, to 40, notices per month. Studies by IIROC indicated that the majority of trade failures arose out of "administrative error" and were readily resolved. For this reason, a "hard" close-out requirement would have the effect of transferring the cost to dealers that have failed to settle for "innocent" reasons. One proposal considered by IIROC was the introduction of a "capital charge" on the dealer that failed to receive the security which would act as an incentive for that dealer to exercise its buy-in rights. Another option considered was the introduction of an administrative penalty to be imposed on the dealer that failed to deliver. Neither option was pursued, as it was unclear that the adoption of either initiative would have materially reduced the incidence of administrative error, the primary cause of settlement failure. IIROC was of the opinion that, if the underlying patterns for trade failure in Canada showed signs of increasing, a simplified "penalty" would be the preferred option, but that consideration might also be given to a "capital charge" on one or both sides of the failed trade. One initiative that IIROC noted in a number of jurisdictions was the introduction of a requirement for the reporting of short positions by "holders" of the short position rather than on an aggregate basis by intermediaries, such as dealers and subscribers to an ATS. The CSPR, which is an aggregation of reports filed by Participants and Access Persons, has not proven to be a useful tool to IIROC for monitoring or investigative purposes. Introducing additional account level requirements would not provide information that would be as timely or as meaningful as the enhanced information available through the monitoring of "marked" trades both in real-time time and on post-trade analysis. IIROC has had outstanding since April of a proposal that would require the unique identifier of each Direct Market Access "DMA" client to be included with each order, including short sales. This proposal would formalize the practice adopted by marketplaces that require the DMA account identified on the order. The inclusion of DMA account information allows real-time monitoring of account level activity of institutional accounts for all system and not just short sales. IIROC's surveillance system provides a comprehensive database for post-trade analysis of all orders and trades on all marketplaces. In the view of IIROC, the monitoring of short sales should be integrated into surveillance systems which already monitor for anomalous price or volume movements in a particular security in real-time. In particular, IIROC is developing an alert which will consider increases in the rate of short selling in conjunction with declines in market price. This alert will help to identify, in real-time, situations that may require regulatory intervention including the possible designation of the security as a "Pre-Borrow Security" or "Short Sale Ineligible Security". A position report only provides a snapshot of the situation at a particular point in time and provides no information on the trading activity during the period, which is what impacts market prices. IIROC also noted that the threshold for making a position report in a number of the jurisdictions that have introduced this requirement is 0. By comparison, in March ofthe average short position in a security listed on TSXV was 0. While comment is requested on all aspects of the Proposed Amendments, comment is specifically requested on the following questions:. Are there any policy reasons, other than those identified in this Request for Comments, that IIROC should consider in pursuing the proposed repeal of the existing "tick test" short sales must be made at a price not less than the last sale price? If you disagree with the proposal to repeal the tick test, please indicate why it should be retained. If restrictions on the price of a short sale are to be retained, should UMIR adopt a "bid reporting at the time of order entry e. If restrictions on the price of a short sale are to be retained, whether in the short-term or on a long-term basis, should there be an exemption provided to securities inter-listed on an exchange in the United States? If restrictions on the price of a short sale are repealed, what regulatory arbitrage opportunities may exist in the case of an inter-listed security, where a circuit breaker has been triggered in the United States giving rise to short sale price restrictions? What measures could be taken, if any, to limit this potential regulatory arbitrage? The Proposed Amendments would "reuse" the existing "short exempt" designation to indicate accounts that qualify for the "short-marking exempt" designation. Are there any specific operational considerations for marketplaces or Participants from this change in use? Would there be any benefits to introducing a separate, new designation if marketplaces, service providers and Participants still have to modify their system to remove functionality and provision for the existing "short exempt" designation? Are there any other operational considerations for marketplaces or Participants that would arise as a result of the adoption of the Proposed Amendments, beyond those identified in this Request for Comments? If the Proposed Amendments are approved, IIROC is proposing to delay the implementation for a period of one hundred and eighty days in order to provide Participants, marketplaces and service providers the time to make necessary changes to their systems, policies and procedures. Should the implementation period be longer and, if so, why? The requirement to mark a sell order as a "short sale" is determined based on the aggregate holdings of the "seller" across multiple accounts which may in fact be held at multiple Participants or dealers while the requirement of a Participant to file a short position report is based on the position of each individual account. If the tick test is repealed, should the basis for determining the marking orders and filing short position reports be harmonized? Would it be preferable for the marking of orders to be determined based on the holdings in the account entering the sell order at the time the order is entered? In addition to these questions posed by IIROC, the CSA and IIROC are proposing to publish the Joint Notice to solicit feedback on whether additional proposals to enhance disclosure of short sales and failed trades in Canada are required. See IIROC Notice -- Rules Notice -- Request for Comments -- UMIR -- Provisions Respecting Market Maker, Odd Lot and Other Marketplace Trading Obligations April 23, CNSX presently operates an "alternative market" known as "Pure Trading" that is entitled to trade securities that are listed on other Exchanges and that presently trades securities listed on the TSX and TSXV. There are reports that short selling actually declined during this period -- a finding which would be consistent with the studies undertaken by IIROC. The most common usage is in connection with a short sale when the seller has not made arrangements to borrow any securities that may be required to settle the resulting trade. Some commentators use a more restrictive interpretation that describes any short sale when the seller has not pre-borrowed the securities necessary for settlement. A report for failures of trades settling through the Trade-for-Trade settlement facility of CDS will become effective at a later date once IIROC has completed the development and testing of trade that would permit IIROC to receive the information directly from CDS. In connection with these requirements, IIROC publishes annually a non-exhaustive list of entities which are "acceptable counterparties" and "acceptable institutions". For a link to the most recent listing, see IIROC Notice -- Rules Notice -- Technical -- Dealer Member Rules -- Acceptable Institutions and Acceptable Counterparties Database August 25, See also IIROC Notice -- Rules Notice -- Technical -- Dealer Member Rules -- List of Basle Accord Countries November 19, which identified the 20 countries that then qualified as "Basle Accord Countries" and IIROC Notice -- Rules Notice -- Technical -- Dealer Member Rules -- List of Recognized Exchanges and Associations Regulated Entities Purposes November 19, which identified 31 exchanges and associations the members of which would qualify as "regulated entities". The rules of CDS provide a procedure for the "buy-in" of failed trades. The party that has not received the security purchased may initiate this procedure and, if the failure persists, CDS will, on the instruction of the party that has failed to receive the security, enter orders on a marketplace to close out the position with the additional costs being borne by the defaulting party. The orders prohibited short sales in financial firms during the period September 18, to October 8, Effective October 17,the SEC adopted an antifraud rule, Rule 10b under the Securities Exchange Act ofaimed at short sellers including broker-dealers acting as principal who deceive specified persons about their intention or ability to deliver securities in time for settlement and that fail to deliver securities by settlement date. The ASIC indicated that concurrent with the anticipated removal of the short sale ban on non-financial securities, the ASIC together with the ASX would be putting in place disclosure and reporting arrangements respecting short sales. See ASIC Release -- ASIC Extends Ban on Covered Short Selling of Financial Securities January 21, The ban was further extended to May 31, See ASIC Release -- ASIC Extends Ban on Covered Short Selling of Financial Securities March 5, However, a legally binding commitment from a lender is considered "unconditional". This means that both the new requirements of the Regulation and disparate national short selling restrictions may remain operative in parallel in various parts of the EU for up to a year. Full harmonisation trade not be achieved until July 1, Short Selling Crackdown", Forbes. A comparable provision was not incorporated into UMIR on the grounds that the general provisions curtailing abusive short selling made the provision unnecessary. The provision does not require that the dealer make a "positive affirmation" that it has the ability to settle the trade but merely have a "reasonable expectation" at the time of the entry of the order. Essentially, a Participant may enter a short sale of a security until such time as the Participant knows, or should reasonably have known, that it can no longer borrow the securities to effect settlement. Among the activities precluded by Policy 2. Historically, a "death spiral" had occurred when an issuer was undergoing certain types of arrangements or capital reorganizations including voluntary or involuntary conversion of debt to a class of listed equity that tied the conversion or reorganization ratios to the market price of the security to be issued. As the market price of the listed security fell the number of securities to be issued rose. In anticipation of receiving additional listed securities on the completion of the transaction, investors would sell the additional listed security short into the market resulting in further downward pressure on the market price of the listed security. Since the securities that would be issuable on the arrangement or reorganization would not be available to settle the sales in the ordinary course, the sales would be considered "short sales" for the purposes of UMIR. See "Pre-Borrow Requirements" on pages 9 to 11 [in the IIROC published version of this Notice]. In particular, that Market Integrity Notice indicated that: Increasingly, there is concern whether the CSPR provides a complete or meaningful picture of the short position in any security. In particular, the CSPR report does not reflect system short position in securities held by:. Each of the 7 months between October of and April of had a number of trades in excess of the Study Period average indicating that the trend towards increased trading activity is continuing notwithstanding the turmoil in the markets generally. For the month period ended September 30, covered by the Prior Study there were an average oftrades per day. With respect to average daily volume, the Study Period average was , with a high of , in April of and a low of , in August of when volume on the TSXV was at a low of , With the exception of October ofthe months between October of and April of had average daily trade value below the Study Period average notwithstanding above average number of trades and volume which reflects the general decline in price levels. The number of trades in ETFs increased from 3, per day in May of to a high of 39, in November of for an overall average of 13, for the Study Period. The number of trades in inter-listed securities increased fromper day in May of to a high ofin March of for an overall average offor the Study Period. CNSX averaged 94 trades per day during the Study Period with the number of trades market from in May of to 28 trades per day in April of Both TSXV and CNSX had below the Study Period average number of trades in each of the 7 months between October of and April of For the purposes of this Study, the months October of to April of were included. For the purposes of this Study, five months September of to January of experienced elevated level of market stress across both indexes. This increase in the proportion of short sales was anticipated on the granting of the exemption. On CNSX, short sales accounted for 7. However, the averages for the other four months were significantly lower such that the average for a Market Stress Period was only 2. For MATCH Now, which operates as a non-transparent marketplace, short selling accounted for only On average over the Study Period, the short position on the TSX turned over every 0. The Case of the TSX Venture Exchange February 25, The rate of trade failure on CNQ is comparable to the 2. Clause a of subsection 1 does not apply to an order that has been designated as a "short-marking exempt order" in accordance with subclause 6. Under the definition of a "Pre-Borrow Security", the Market Regulator may designate a security in respect of which an order that on execution would be a short sale may not be entered on a marketplace unless the Participant or Access Person entering the order has made arrangements to borrow the securities that would be required to settle the trade prior to the entry of the order. In determining whether to make such a designation, the Market Regulator shall consider whether:. Text of Current Provisions Marked to Reflect Adoption of the Proposed Amendments. Except as otherwise provided, a Participant or Access Person shall not make a short sale of a security on a marketplace unless the price is at or above the last sale price. A short sale of a security may be made on a marketplace at a price below the last sale price if the sale is: A Participant or Access Person shall not enter an order to sell a security on a marketplace that on execution market be a short sale:. Clause a of subsection 1 does not apply to an order automatically generated by the trading system of an Exchange or QTRS in accordance with the Marketplace Rules in respect of the applicable Market Maker Obligations that has been designated as a "short-marking exempt order" in accordance with subclause 6. A Participant acting as agent shall not enter a client order or a non-client order on a marketplace that would, if executed, be a short sale if the client or non-client has previously executed a sale of any listed security that became a failed trade in respect of which notice to the Market Regulator was required pursuant to Rule 7. A Participant acting as principal or an Access Person shall not enter an order on a marketplace for a particular security that would, if executed, be a short sale if the Participant or Access Person has previously executed a sale in that security that became a failed trade in respect of which notice to the Market Regulator was required pursuant to Rule 7. A Participant or an Access Person shall not enter an order on a marketplace for a Pre-Borrow Security that would, trade executed, be a short sale unless the Participant or Access Person has made arrangements for the borrowing of the securities necessary to settle any resulting trade prior to the entry of the order. In determining whet her to make such a designation, the Market Regulator shall consider whether: There are a number of activities which, by their very nature, will be considered to be a manipulative or deceptive method, act or practice. For the purpose of subsection iiroc of Rule 2. If persons know or ought reasonably to know that they are engaging or participating in these or similar types of activities those persons will be in breach of subsection 1 of Rule 2. Prior to the opening of a marketplace on a trading day, a short sale may not be entered on that marketplace as a market order and must be entered as a limit order and have a limit price at or above the last sale price of that security as indicated in a consolidated market display or at or above the previous day's close reduced by the amount of a dividend or distribution if the security will commence ex-trading on the opening. When reducing the price of a previous trade by the amount of a distribution, it is possible that the price of the security will be between the trading increments. Where such a situation occurs, the price of the short sale order should be set no lower than the next highest price. In the case of a distribution of securities other than a stock split the value of the distribution is not determined until the security that is distributed has traded. For example, if shareholders of ABC Co. Once a security has traded on an ex-distribution basis, the regular short sale rule applies and the relevant price is the previous trade. The Report recognizes that not all jurisdictions consider the same activities to be "short selling". The Report considers "short selling" to be the sale of stock that the seller does not own at the point of sale. The provisions under UMIR differ in the following areas: The UMIR provisions contain a more expansive definition of "short sale" than most jurisdictions, including the United States. As a result, the number of short sales will be higher in Canada than would be the case if the definition in the United States applied. In Canada, this means the person making the sale generally must have a "reasonable expectation" of settlement at the time of the sale. In the United States, the sales are treated as "long" even in circumstances when a failure of settlement is contemplated at the time of the sale. Ownership of securities subject to a resale restriction imposed by securities legislation or a marketplace. Sale of any security subject to a resale restriction is a short sale and the seller must have a "reasonable expectation" of being able to settle at time of the sale. In the US, the sale of certain "restricted" securities is considered a sale from a long position. Even under Rule of Regulation SHO, a dealer is given an additional 36 days following failure to close out the position arising from the sale of certain "restricted" securities. The holder of an option, right or warrant must have taken all steps to "exercise" the system, right or warrant including the payment of money before the person is considered "long". Similar provisions apply when a person is to acquire securities as a result of "tendering" or "converting". In the United States, the practice is that securities which are the subject of an option can be sold in the market from a "long" position and the proceeds of sale used to pay for the securities. If securities would, in the ordinary course, not be available until after the scheduled settlement date, the trade is a short sale and the seller must have a "reasonable expectation" of being able to settle at the time of the sale. The additional restrictions in Canada that apply before a person is considered "long" increase the proportion of short sales and require the Participant to take steps to have a "reasonable expectation" of being in a position to settle. Even under Rulea dealer in the US is given an additional 3 days following failure to close out the position arising from the sale of "unavailable" securities. If a short sale is made without a "reasonable expectation" of settlement, UMIR provides that the trade constitutes manipulative and deceptive activity contrary to Rule 2. Studies by IIROC found that, in Canada, a short sale was significantly less likely to fail than trades from long positions, generally. In part, this result is due to the fact that short selling is concentrated in those classes of securities with the lowest trade failure iiroc senior listed equity securities. Historically, failure rates in Canada have been less than those in the United States. The implementation of Rule significantly reduced US trade failure rates to the extent that US rates may now be less than the prevailing failure rates in Canada. However, studies by IIROC found that failure rates varied significantly amongst securities. Increases in the proportion of trading accounted for by junior securities since early have resulted in slightly higher overall failure rates in Canada, without changing the underlying patterns. In some jurisdictions, settlement of failed trades achieved by compulsory buy-in or close-out provisions. In some markets, the process is initiated by either the securities settlement system or the buyer who has not received the securities. Some markets impose a monetary penalty. CDS has "buy-in" provisions which, if initiated by the purchaser who has failed to receive, are mandatory on the defaulting dealer. As indicated in the studies undertaken by IIROC, the number of trades executed on marketplaces has increased dramatically over the three-year period - May of to April - from approximately 10, trades per month to almost 30, trades while the number of initial buy-in notices received by CDS in connection with trade failures has remained relatively constant in the range of 30, to iiroc, notices per month. Studies by IIROC also indicated that the majority of trade failures arose out of "administrative error" and were readily resolved. For this reason, a "hard" close-out requirement has the effect of transferring the cost to dealers that have failed to settle for "innocent" reasons. Neither option was pursued given the reasons for settlement failure and the rates of failure. IIROC was of the opinion that, if the underlying patterns for trade failure in Canada showed signs of increasing, a simplified "penalty" would be the preferred option but that consideration might also be given to a "capital charge" on one or both sides of the failed trade. Studies by IIROC have indicated that trades which are subject to "special terms", including those related to settlement, have a higher likelihood of settlement failure than "ordinary" trades. To support "strict settlement", regulators could adopt eligibility criteria for stocks eligible for short selling, pre-borrowing or 'locate' requirements, price restrictions or "flagging" as appropriate for individual iiroc. Under UMIR, all short sales must be "marked" either as a "short" sale subject to price restrictions or as "short exempt". UMIR presently provides that a security may be designated as a "Short Sale Ineligible Security" which precludes any short sale of the particular security subject to certain enumerated exceptions. Unless designated as a "Short Sale Ineligible Security", the security may be sold short. Given the historic rates of trade failure, studies by IIROC supported the conclusion that general requirements related to "pre-borrowing" or "locate" of securities were not warranted in the Canadian setting. Under the Proposed Amendments, IIROC is proposing to require a pre-borrowing requirement for short sales but its application would be restricted to persons who had executed an "extended failed trade" in any security i. While IIROC is proposing to proceed with the repeal of price restrictions on short sales, IIROC is proposing that the existing "short exempt" marker be used to identify the purchase or sale of a security by reporting account that is active in the security reporting essentially, in the trade course, aims to be "flat" holdings of a particular security at the end of each trading day such as arbitrage account, market makers, odd lot dealers and high frequency traders. This would simplify the marking of orders for certain accounts and remove the "chaff" from IIROC's monitoring of short sale activity. IIROC would also be in a position to monitor the relative buying and selling activity of "short-marking exempt" accounts in a particular security throughout a trading day. To achieve "enhanced and meaningful" reporting, should consider reporting short selling information to the market or at a minimum, to market authorities. UMIR currently requires the marking of all short sales and this marker is displayed to IIROC but not included in the public display. IIROC has been pursing the introduction of trading summaries of short sales for particular securities aggregated by trading activity across all marketplaces trading the security. One of the objectives of providing this information is to demonstrate to the investing public that there are established patterns for different classes of securities e. These patterns reflect hedging, arbitrage and market making activities, together with the liquidity profile of the particular security. IIROC hopes to be system a position by the implementation date of the Proposed Amendments, to publicly provide such reports on a semi-monthly basis. IIROC continues to encourage the marketplaces to publicly provide information on a more frequent basis and ideally in a consolidated report. Recognize that information on short selling may mislead the market and expose the seller to a "short squeeze". Attempting to "corner" the market to affect a short squeeze is presently recognized as a manipulative and deceptive activity that is prohibited under UMIR. IIROC believes that the important element in short sale data is the underlying pattern or trend. Daily information for a particular security can be distorted by the effects of a small number of trades, particularly with securities of limited liquidity or high volatility. IIROC continues to believe that the "short sale" and "short-marking exempt" flags should not be included in the public order display but must continue to be available to IIROC in real-time. Reporting system could be based on "flagging" or "short position" or acomprehensive regime could adopt both models. IIROC continues to pursue the introduction of trading summaries based on "marked" short sales. UMIR requires that Participants and Access Persons file short position reports on a bi-monthly basis. InIIROC had proposed to repeal the requirement for short position reports to be effective following the introduction of an "adequate replacement" such as the short sale trading summary reports. IIROC is withdrawing the proposed repeal. While the Consolidated Short Position Report is "flawed", relatively costly and cumbersome to compile, IIROC recognizes that the reports are a source of information with an established history. For this reason, the proposed trading summaries of "short sales" for each listed security would be provided semi-monthly to correspond with the reporting period for the Consolidated Short Position Report. Reporting which excludes derivatives may not provide full picture and "induce a migration of trading activities to the derivatives market". UMIR does not require information on derivative positions to be included in the short position report. Information on the outstanding interest in listed derivatives is already publicly available. IIROC acknowledges that there is no source of information on positions subject to over-the-counter derivatives. Including derivatives would increase complexity and have practical issues associated with collection of derivative data. Recommends assessment of the balance of difficulties and benefits. UMIR presently exempts from execution on a marketplace transactions related to the exercise of an option or other derivative transaction. IIROC has indicated that such an initiative, if IIROC were to act as administrator, could be dovetailed with a more comprehensive reporting of trades of listed securities which have been executed off-marketplace including on the exercise of OTC derivatives or execution outside of Canada that has not been reported in that foreign jurisdiction. IIROC does not expect that this initiative will be actively pursued in the foreseeable future. Recommends consideration of objective and usage of data collected in determining whether reporting of short position on gross or net basis is more appropriate. Trigger level for reporting and frequency of reporting must balance costs of compliance with provision of useful information to "reduce the risk of manipulative and other unfair trading practices". UMIR does not require "holder" level reporting. When appropriate, this information is obtained from the dealer providing the short position report. The Consolidated Short Position Report has not proven to be a useful tool for monitoring or investigative purposes. Introducing additional account level requirements would not provide information that was more timely or meaningful than the enhancement of the information available through the monitoring of "marked" trades both in real-time time and on post-trade analysis. IIROC has had outstanding, since April ofa proposal that would require the unique identifier of each Direct Market Access "DMA" client to be included with each order, including short sales. There is also a comprehensive database for post-trade analysis. The alert will help identify in real-time situations that may require further regulatory action including possible designation of the security as "Pre-Borrow Security" or "Short Sale Ineligible Security". For example, the most common proposed threshold is if the short position of a person exceeds 0. By comparison, in March ofthe average short position in a security listed on the TSX Venture Exchange was 0. Studies by IIROC indicated that short selling is not a significant contributing factor in the decline of prices in the Canadian market, even during periods of rapid price decline, such as during the second half of In fact, short selling and short positions declined dramatically during this period particularly in respect of the "junior" securities which were perceived to be the most vulnerable to short reporting abuse. Reporting should be by the "holder" of the short position as brokers may not have complete information but recognize that authorities may not have jurisdiction over the "ultimate" holder. The jurisdiction of IIROC is limited to Participants and Access Person and does not extend to investors. However, IIROC continues to believe that the most effective tool to avoid abusive short selling is to system trading activity in real-time, so that abusive activity can be detected quickly and regulatory action taken, when appropriate, in a timely manner. As brokers are responsible for "flagging", may be easier to monitor compliance with flagging of short sales as compared to short position reporting. Trade Desk reviews and audits of Participants monitor "marking" and "short position reporting" compliance. If such an impact is observed, account level information can be requested from the Participant. UMIR trade requires each dealer to prepare a short position report which is aggregated with other reports in the Consolidated Short Position Report. IIROC's ability to identify institutional DMA clients on orders is an important factor in creating real-time monitoring and the ability to determine trading patterns. IIROC is proposing to withdraw their proposal to repeal the short position report. As such, IIROC will be able to monitor changes in the short positions of individual securities and to then supplement that data with information from the trading summaries. View that instituting a market settlement of failed trades "is one of the pillars of a short selling regulatory regime". Regular monitoring and inspections of settlement failures is important, especially for those iiroc which frequently fail to deliver. UMIR makes Participant responsible for settlement of each trade and provides that they must have a "reasonable expectation" of settlement at the time of order entry. UMIR will require Participants to report with respect to positions that have not been rectified within 10 days of the intended settlement date. IIROC monitors trade failure rates generally, based on information provided by CDS. CDS and iiroc OSC are developing a database of daily initial trade failure reports involving the continuous net settlement facilities of CDS. Access to this database would permit IIROC to determine, from time to time, patterns of failure among Participants and securities. IIROC will also be able to establish patterns with respect to "extended failed trades" based on reports filed with IIROC regarding these positions and their resolution. IIROC has set June 1, as the implementation date of the "extended failed trade reporting" system other than for trades using the "Trade for Trade" settlement system at CDS which will be implemented at a later date. Where there is a "flagging" regime appropriate parties should be required to maintain books and records of short sales for a sufficient period of time. UMIR requires that order information be retained for a period of seven years and during the first two years the retention must be in a "readily accessible location". The UMIR requirements complement National Instrument requirements which deal with the maintenance of order and trade information not otherwise covered by UMIR e. Encourages establishment of a mechanism to analyse the information obtained from flagging or short position reporting to identify potential market abuses and systemic risk. Historically, IIROC has analysed the data with respect to short sales to establish trends and patterns and has periodically provided the results of this analysis to the securities regulatory authorities and published relevant portions of the data in reports. IIROC will be introducing a new alert to monitor for a combination of price movement and changes in patterns of short selling. A Surveillance Officer will then be able to determine, in real-time, if abusive short selling is contributing to a significant price decline for a particular security. IIROC has an "unreasonable" price policy under which IIROC may undertake a "regulatory intervention" if there is unreasonable trading or trading which is not in compliance with UMIR. IIROC is proposing to make the policy for regulatory intervention more publicly transparent through the issuance of guidance. The regulatory intervention policy is both general and comprehensive and is triggered by any "unexplained" price movement and not just price declines resulting from short selling activity. Based on the studies and monitoring undertaken by IIROC, it would appear that the perceived abuses that manifested themselves in other jurisdictions were not evident in the Canadian market. IIROC is therefore reluctant to propose additional administrative and regulatory burdens to address problems which do not presently exist. Should be appropriate exceptions for hedging, market making and arbitrage. Suggest consideration of whether failed trades arising from market making activities should be allowed more time to settle or be exempt from price restrictions. UMIR provides exceptions from price restrictions on short sales for hedging, market making and arbitrage. Additional iiroc are provided for various specialty type orders, Exchange-traded Funds and to satisfy displacement obligations imposed under the "best price" rules of UMIR. Comparable exceptions other than for specialty orders apply to the ability to make a short sale of a Short Sale Ineligible Security. While exempted activities may need to be covered by reporting to regulators consideration should be given to exemptions from "public disclosure" to protect interests of parties engaged in the activity. Under UMIR, the short sale "markings" are not to be included in the public display. However, all "markings" are visible to IIROC for its monitoring activities. Under the Proposed Amendments, IIROC is proposing a separate "flagging" marker for the purchase or sale by an account that in the ordinary course does not "carry a position" such as market makers, arbitrageurs and certain institutional accounts that adopt a "directionally neutral" strategy in the trading of securities. This separate category will allow IIROC to monitor the trading activities of this group of persons separate from traditional short selling activity. This separate marking for "short-marking exempt orders" would not be available to the public. Exemptions should be clearly defined particularly in respect of "market making" and "hedging" activities. UMIR defines "Market Maker Obligations" by reference to Exchange rules. UMIR does not provide exceptions for "informal" market makers. Hedging activities are limited to recognized "derivatives market maker" and "Program Trades" as defined by Exchange rules. IIROC is presently proposing to replace the definition of "Market Maker Obligations" with a new defined term "Marketplace Trading Obligations" which has been expanded to take into account odd lot and other trading obligations imposed pursuant to a contact between marketplaces and their members or users. Twitter LinkedIn Youtube Email Alerts Rss Feeds. Take-Over Bids, Issuer Bids, Special Transactions and Early Warning. Information for Small and Medium Enterprises. Dealers, Advisers and Investment Fund Managers. Who Needs to Register. Applicants for Designation as Trade Repositories. Legal Entity Identifiers LEIs. JavaScript is disabled or not supported by this browser. This website works best with JavaScript enabled. Text of Provisions Following Adoption of the Proposed Amendments. Restrictions on Short Selling - repealed. Restrictions on Short Selling. A Participant or Access Person shall not enter an order to sell a security on a marketplace that on execution would be a short sale: Entry of Orders to a Marketplace. Each order entered on a marketplace shall contain: In determining whether to make such a designation, the Market Regulator shall consider whether: Part 1 -- Manipulative or Deceptive Method, Act or Practice. Part 1 -- Entry of Short Sales Prior to the Opening. Part 1 - Entry of Short Sales Prior to the Opening. Part 2 -- Short Sale Price When Trading Ex-Distribution. Part 2 - Short Sale Price When Trading Ex-Distribution. Description of UMIR Provisions. Additional Commentary and Suggested Proposals. UMIR requires the reporting of short positions on a gross basis. Triggers and threshold levels may need to be fine-tuned as more experience is gained. Flagging may not help in assessing outstanding short positions or large individual positions. Short selling regulation regime should "not stifle legitimate short selling activities".
FG Bonds to trade on the Nigeria Stock Exchange, Debt Management Office present Stockbrokers
FG Bonds to trade on the Nigeria Stock Exchange, Debt Management Office present Stockbrokers
4 thoughts on “Iiroc market trade reporting system”
He attended school when but four years of age, where, during his early years, he received a fair education, after which he was sent to Gorham College, Liverpool, N. S. At the close of two years the college was destroyed by.
Ross and Morton are Christians who believe in an old earth, and they demonstrate that an old earth is consistent with the Bible.
What many of us fail to realize is that we are all interconnected and interrelated.
They took the old glass bottles, ground them up and then melted them down.
He attended school when but four years of age, where, during his early years, he received a fair education, after which he was sent to Gorham College, Liverpool, N. S. At the close of two years the college was destroyed by.