An Angel Investor’s and Founder’s Guide to Securities Regulations
What (and Why) You Need to Understand the Role Securities Regulators Play in the Innovation Ecosystem
By Mark Lawrence, P.Eng., MBA, CFA, Executive Chair of Angel Investors Ontario
An Angel Investor’s and Founder’s Guide to Securities Regulations
What (and Why) You Need to Understand the Role Securities Regulators Play in the Innovation Ecosystem
By Mark Lawrence, P.Eng., MBA, CFA, Executive Chair of Angel Investors Ontario
Mark
Lawrence Executive Chair mark@angelinvestorsontario.ca
About the Author
Mark Lawrence, P.Eng., MBA, CFA, is the executive chair of Angel Investors Ontario. He is also the managing director of NorthCrest Partners Inc., an exempt market dealer in Ontario. He has been a registrant with the Ontario Securities Commission for many years since becoming a securities analyst covering tech, biotech and telecom stocks in 1987.
Table of Contents
Introduction
The Role of Securities Regulators
Why Securities Regulators Exist
Canada’s Provincial Regulators and the National Stock Regulator
Overview
Provincial Regulators
Comparing Canadian and U.S. Securities Regulators
Compliance for Public and Private Companies
The Rise of Private Placements and Crowdfunding Startups Navigating Foreign Investor Funding
Challenges of Investing in Private Companies: For Non-Reporting Issuers
Accredited Investors and Self-Certified Investors: Who Are They?
The Role of Angel Investors in Capital Formation
Raising Capital for Startups and Entrepreneurs
(the “issuers” of shares or debentures in exchange for cash)
Organized Angel Groups and Access to Investment Opportunities
Due Diligence Expectations
OSC Six-Year Strategic Plan to Support Innovation
Angel Group Prospectus Exemption
The OSC Launches Test of New Registration Exemptions
Launch Pad and Test Lab Initiatives
Understanding Initial Public Offering and Offering Memoranda
The Initial Public Offering Process and Prospectus Requirements
IPO alternative
Types of Investment Opportunities and Persons Involved
The Role of Organized Angel Groups
Protecting Against Bad Actors and Fraud
Red Flags
Enforcement
Exempt Market Dealers
The Role of Exempt Market Dealers
What is an EMD?
Regulatory framework for EMDs
Role of EMDs in capital formation
Angel Community and OSC Working
Introduction
Securities regulators play a critical role in the financial ecosystem, especially for startups, entrepreneurs and angel investors. Their primary mandate is to ensure a fair and transparent market while promoting access to capital. Regulators inspire trust and confidence in our private and public markets and help attract both local and international investors to our province. Ontario is competing globally to attract new capital. This guide delves into the role of securities regulators, their importance in fostering a safer investment environment and the nuances of compliance for startups and investors, particularly in Ontario, as well as throughout Canada and the United States.
Readers who have watched the hugely popular series Suits will be familiar with the U.S. Securities and Exchange Commission (or the SEC), which is mentioned throughout the show’s nine seasons, many involving legal ace Harvey Specter (played by actor Gabriel Macht). Of course, we don’t fall under the SEC’s purview here in Canada—we have our own regulators in Ontario and Canada. For sensationalism, the SEC was sometimes portrayed as a gating factor in the “deals” being undertaken. However, in reality, the SEC and Canadian regulators are actually a positive force and entity within the financial markets.
In my role as Angel Investors Ontario’s (AIO) executive chair, I recently conducted a survey of investors and founders, and many respondents told us they believe a small startup only has to abide by a handful of the securities regulations that large public companies are faced with. That’s not the case. In fact, every company must abide by all securities regulations that apply to them at their stage of development. Companies don’t get to pick and choose at their convenience.
The Role of Securities Regulators in the Financial Ecosystem
Securities regulators are government agencies or statutory bodies responsible for overseeing and regulating financial markets and securities transactions. Their primary objectives include:
Protecting investors
They ensure investors have access to accurate and timely information to make informed decisions.
Maintaining fair and efficient markets
They ensure markets operate smoothly and without manipulation or unfair practices.
Facilitating capital formation
Many regulators encourage companies to raise capital efficiently while ensuring investor protection. This applies equally to early-stage and established companies. AIO works to maintain and attract new capital into the province. Currently, there is a large outflow of investment from the province that does not help the innovation sector’s growth.
Why Securities Regulators Exist
Securities regulators exist to balance the need for capital formation with investor protection. This balance is essential to maintaining confidence in the financial markets, preventing fraud, mitigating risks and promoting transparency. This environment benefits both investors and entrepreneurs by fostering trust and stability.
Canada’s Provincial Regulators and the Canadian Securities Administrators
Overview
In Canada, securities regulation is primarily conducted at the provincial and territorial level, with each province and territory having its own equivalent of a securities commission. However, there is also the Canadian Securities Administrators, an organization that aims to create similarly worded regulations across the provinces to streamline processes and improve efficiencies. Your local regulator also administers businesses that need to get registered in other provinces. This is an efficiency measure to prevent the need for a business to deal with multiple regulators when they start selling securities to investors in other provinces.
Provincial Regulators
Key provincial regulators include:
• Ontario Securities Commission (OSC), a Crown corporation that reports to the Minister of Finance, who then reports to the Ontario Legislature.
• British Columbia Securities Commission (BCSC)
• Autorité des marchés financiers (AMF) in Quebec
• Alberta Securities Commission (a very active regulator for mining-related businesses in Canada)
In comparison, the SEC in the U.S. is at the federal level, and works alongside state regulators to oversee securities markets.
Comparing Canadian and U.S. Securities Regulators
The SEC and Canadian provincial regulators share similar goals but operate differently due to the structural differences between the two countries. In the U.S., the SEC has broad authority across all states, while in Canada, provincial regulators have significant autonomy, leading to a more fragmented regulatory landscape. Both systems aim to protect investors and ensure market integrity, but the path to compliance can vary significantly for companies and investors operating in both jurisdictions.
Compliance for Public and Private Companies
Every company, whether public or private, must adhere to local securities regulations. This compliance ensures investors have access to necessary information and companies operate transparently. Private capital raising has increasingly surpassed public stock exchanges in volume, highlighting the importance of regulatory oversight in private markets. A company might choose not to be listed on a stock exchange but are in fact called a “reporting issuer.” An issuer is an entity that has sold securities to the public either through shares or debt instruments like bonds and debentures. This means they have met the threshold to be deemed to be a public entity, usually based on shareholder count, and thus, they report on their activities and financials like exchange-listed companies. Toronto Hydro, owned 100 per cent by the City of Toronto, is a reporting issuer because it sells bonds to the public to fund its operation and capital needs, but it does not have any shares trading on the Toronto Stock Exchange.
The Rise of Private Placements and Crowdfunding
Private placements allow companies to raise capital without going public, often targeting accredited investors. (Some securities exemptions allow non-accredited investors to participate in the exempt markets.) In Canada, startups can issue shares to non-accredited investors up to a limit of 50 investors. Beyond this, investors must rely on specific exemptions, or be accredited investors, or in Ontario, self-certified investors who can invest up to CA$30,000 per annum. Crowdfunding platforms offer another avenue for raising capital, enabling non-accredited investors to participate with smaller investments, typically up to CA$2,500 per company, with a maximum raise per company on an annual basis.
Startups Navigating Foreign Investor Funding
When startups raise capital from foreign investors, the startups must comply with the regulations of both their home province and the foreign market where the investor resides. This dual compliance ensures all parties adhere to the respective securities laws, protecting investors and maintaining market integrity.
Challenges of Investing in Private Companies: For Non-Reporting Issuers
Investing in private companies often comes with less transparency and fewer disclosures than public or reporting issuer companies. Investors might not receive ongoing financial reports or audited statements unless explicitly requested in the subscription agreement. This lack of transparency underscores the importance of thorough due diligence and clear communication with the startup’s management. Most investors say they bet on the jockey, not the horse, so trust and transparency with management is an important criterion in determining if they will be good stewards of your investment funds, when the inevitable bumps in the business plan of markets occur. Investors in private companies may also have fewer rights, should management be found to have provided false information during the marketing of a funding round.
Accredited Investors and Self-Certified Investors: Who Are They?
Accredited Investors
Accredited investors are individuals or entities who meet certain financial criteria, allowing them to invest in higher-risk ventures. Typically, an accredited investor must have:
• A net worth exceeding CA$1 million, excluding the primary residence
• An annual income of at least CA$200,000 individually or CA$300,000 with a spouse
Most securities regulators believe these criteria better ensure accredited investors have the financial capacity to absorb potential losses. Potential investors interested in investing in a startup will, at some point, receive a subscription document, including a set of checkboxes to select from, depending on the type of investor they are and a number of risk acknowledgement forms. These pages of checkboxes include the option to select the category that best defines them as an investor. This could include their relationship as a close friend or family member of the founders. A second category could be that of an employee of the company, or if the company was raising capital from a maximum of 50 investors (called a private issuer). The accredited investor category is next, as are categories of being a registrant with the OSC, for example, in the capital markets (salespeople, compliance officers, portfolio managers, etc.) or a fund with more than $5 million under administration and higher levels of capital markets participants. The new self-certified investor exemption category should also be included in new documentation. In this category, a limited form of accredited investor, the investor will self-declare their professional training or qualifications to meet certain criteria as listed below. All investors will then sign a form indicating the investment is of high-risk and that they acknowledge they can potentially lose all of their invested funds.
Self-Certified Investors
The OSC has renewed the self-certified investor exemption for a second 18-month trial. It enables individuals who have achieved certain training or professional program status to invest a total of $30,000 annually, alongside accredited investors. Angel groups in Ontario are starting to embrace this category of membership in their groups. The professional categories include passing the Canadian Securities Course, taking commerce at university with a finance major, obtaining the Chartered Financial Analyst (CFA) designation, to name just a few. The OSC has a comprehensive list of approved designations on its website.
Another unique category of self-certified investors is what we call “subject-matter experts” in the field relating to what the startup looking for funding is pursuing. We believe this is a very positive step for Ontario’s angel groups, as it could introduce some new due diligence expertise into the mix, as well as a cohort of younger and more diverse investors. AIO suggests the new self-certified investor focus on the potential startups, which have a minimum investment criteria small enough to enable the investor to make three or four investments with the $30,000 annual limit, as prudence suggests diversification is important when investing in early-stage businesses. (Some early-stage businesses may restrict investments from individuals willing to invest a minimum of $25,000.) We also suggest that when thinking about investing in a new startup, it may be best to divide your desired investment into three tranches— one-third now, one-third in a years’ time and the final third in two years’ time. Many early-stage businesses can take a minimum of five years to achieve real market traction.
The Role of Angel Investors in Capital Formation
Angel investors facilitate capital formation by providing issuers (typically startups and private companies) with cash.
Raising capital for startups and entrepreneurs (the “issuers” of shares or debentures in exchange for cash)
Angels assist companies in raising capital through the sale of exempt market securities because angels are typically accredited Investors. Individual angels may present their desired structure of the offering, including the price they would invest at.
Organized angel groups provide access to investment opportunities
Organized angel groups offer investors access to a broader range of investment opportunities that are not available on public markets. These opportunities often include higher-risk, higher-reward investments in early-stage companies and other alternative assets.
Due Diligence Expectations
Accredited angel investors can expect to perform their own due diligence on any potential new investment opportunity. Securities regulators do not approve of organized angel groups giving out buy recommendations on any of the startup companies being presented at the organized monthly meetings of not-for-profit angel investors. Angels may converse amongst themselves as they collectively perform diligence on a startup but ultimately make their own investment decision, based on their own due diligence of the opportunity and associated risks. With the financial criteria of being called an accredited investor, and the risk acknowledgement documents they sign, investors can understand and accept the level of potential risk.
The regulators understand that in both angel investing and venture capital investing, many opportunities simply do not work out, but in a diversified portfolio, there is a higher likelihood of overall success. This diversity of possible investing outcomes prompts concern from securities regulators that some potential angel investors may be swayed by some market participants who are not providing full disclosure or transparency of a startup. We believe organized angel groups, like those under the AIO umbrella, have done a strong job of educating their investors on the methodologies of examining the potential rewards and risks of early-stage investing.
OSC Six-Year Strategic Plan to Support Innovation
In 2024, the OSC announced the completion of a six-year strategic plan, which includes an enhanced focus on fostering capital formation in Ontario to support the growth of innovation in the province and thus stimulate economic growth. In addition, the angel investor group prospectus exemption favours less regulation for not-for-profit angel investor group entities that focus on funding Ontario-based firms, or firms with a significant operating presence in Ontario.
Angel Group Prospectus Exemption
The OSC launches a test of new registration exemptions for certain not-for-profit angel investor groups.
In May 2024, the OSC announced a trial program, which the above category of investor groups can apply for an exemption from some registration requirements and, in return, be able to more freely exchange startup company due diligence findings and also charge startups a presentation fee and transaction-based success fee. As governments are limiting new funding to support the infrastructure expenses of operating a not-for-profit angel investor group, these success fees could be beneficial for the group’s financial sustainability. Of course, the angel groups have 100 per cent discretion if they choose to enact the transaction fees. Without the OSC exemption, the act of charging the success fees would immediately force the angel group to be fully registered with the OSC as a securities dealer, a costly and lengthy procedure.
Launch Pad and Test Lab Initiatives
Launch Pad and Test Lab are two divisions of the OSC where new technologies and funding mechanisms are examined.
As part of the OSC initiative, they created a division to examine new policies surrounding new innovations and technologies being used to fund or be used to attract capital. In the initial Launch Pad, the OSC provides free advice to startups seeking guidance on how their new novel financing platform would be regulated. Not many startups know that the Launch Pad provides some free advice, thinking that all communications with the OSC requires the use of a lawyer. An example includes new trading platforms for bitcoin currencies. We have noticed that several new tech-enabled founders may not come from the capital markets business and are thus unaware of the OSC mandates. Once the OSC has examined the new initiatives, they may move it to the Test Lab, where temporary new regulations, including exemptions, are granted for a limited period (usually 18 months), in which time they look for stakeholder feedback and success metrics that might support making the provisions permanent. Investors and entrepreneurs are encouraged to provide feedback to the OSC during this Test Lab period.
Understanding Initial Public Offering and Offering Memoranda
The Initial Public Offering Process and Prospectus Requirements
What does an initial public offering (IPO) mean? Prospectus documents required when companies do their IPO to raise first tranche of funds from the general public.
Most investors have seen the massive prospectus documents their brokers might send them in advance of an IPO. Unlike in the movies, a company and its lawyers cannot make a prospectus overnight and do the deal the next day. The whole part of the ecosystem that angels and VCs participate in conducts fundraising within regulations that permit the large, very expensive and time-consuming prospectus to be avoided. The offset is that, without a prospectus, the startup is not forced to provide as much disclosure to investors, both financially and operationally, nor are the startups beholden to provide continuous disclosure to investors on a quarterly basis, and when material events occur. The term “material event” means an event which could be expected to significantly affect the value of a company’s stock (value repetitive). Therefore, conducting private placements of shares to angel investors saves the company significant financial resources required to achieve early innovation success and growth.
IPO alternative
Offering memoranda (OM) and its role
An offering memorandum (OM) is a disclosure document used by startups to solicit investments from non-accredited investors. It provides more detailed financial information than typical private placements, offering a balance between accessibility and investor protection. Investment amounts through OMs are usually capped, much like the self-certified investor criteria.
Types of Investment Opportunities
and Persons Involved
In Ontario, an investor will encounter a number of different people introducing themselves with an investment opportunity. These include, but are not limited to:
1. Friends and family of someone they know with a startup.
2. Investment newsletters calling them, unsolicited, to start receiving their newsletter of “great investment opportunities.”
3. Established funds selling mutual funds.
4. A banker mentioning shares, mutual funds or exchange traded shares.
5. A startup CEO contacting them to invest in their startup, hoping they are an accredited investor.
6. A broker saying they won the best broker award last year (but they don’t say it was based on sales commissions, not investment performance).
7. Various middlemen in corporate finance firms.
8. Intermediaries fully registered with the OSC, likely exempt market dealers or a registered broker.
9. Foreign firms calling about an investment offshore indicating they don’t need to be registered with the OSC.
10. Someone offering opportunities to invest in debentures/loans in the real estate market.
The Role of Organized Angel Groups
Organized angel groups try to isolate their investors from much of the above and concerns of which individual might be a bad actor.
Organized angel groups facilitate like-minded accredited investors to listen to pitches from startups looking for investment, but without the presence of a salesperson making a specific buy recommendation. In the ecosystem, startups would initially ask friends and families first, then the angel community and then they would try to engage an exempt market dealer (EMD) to find investors. Sometimes, EMDs might present an opportunity to angel groups, and sometimes venture capital funds might invest alongside angel investors. VC and angel investors differ in that angels invest their own funds and VCs invest money they have collected from a number of investors.
Protecting Against Bad Actors and Fraud
Unfortunately, the investment landscape includes bad actors and fraudulent schemes. Both startups and investors must exercise caution and perform due diligence to avoid falling victim to scams. Securities regulators play a crucial role in helping to maintain market integrity. They create the overall framework that has certain safeguards to minimize the risk of market abuse and fraud, which include the registration requirements and compliance checks for participants. In instances where fraudulent actions occur and there is non-compliance with securities laws, the securities regulators will engage to prosecute the non-compliance.
Red Flags
We believe in the old adage that nothing should ever be relied on if the word “guaranteed” is used, or if promised returns are far too attractive. Likewise, a salesperson saying they don’t need to be registered with the authorities is an early red flag for concern. Securities regulators have stringent rules on how companies can make forecasts of returns by using historical results as a basis for future forecasts. Always check to see if the firm is registered with a securities regulator in some fashion, or has attracted negative press in the past. The OSC, for example, has a link to fully registered firms and their personnel, and a list of people and firms that have been sanctioned for securities violations. You can check to see if an individual or company is registered in Ontario and/or elsewhere in Canada here: info. securities-administrators.canrsmobile/nsresearch.aspx
If a salesperson gives a potential investor a suitability for investment document already filled out, with check marks in the boxes, this might suggest they have not done their homework to determine if the investment is suitable for the potential investor. This is against regulations.
Enforcement
The OSC’s market regulation branch enforces regulation and works to enforce penalties on those who operated outside regulations, particularly when investors bring forward situations of massive monetary losses. The regulatory branch broadcasts those enforcement actions as a deterrent to stop bad actors from taking advantage of investors.
Exempt Market Dealers (EMDs)
Organized angel investor groups in Ontario (particularly those with a not-for-profit status) are excellent organizations to join to network and compare notes on potential investment opportunities. While the organized groups operating under the umbrella of Angel Investors Ontario (AIO) are very strong players in the ecosystem, investors might also be approached by salespeople or intermediaries hired by startups to raise capital. We strongly suggest they make sure those individuals are properly registered by the OSC to provide that service. In many cases, EMDs are used by startups after they raise angel funding, as the company increases its need for commercialization funding. EMDs typically charge the startup a fee based on the amount of funds raised, and potentially a work fee to cover the costs of doing the initial diligence. Under the previously mentioned recent OSC angel invest group prospectus exemptions, the OSC has enabled certain not-for-profit angel groups to charge up to a five per cent success fee on financing to offset the cost of operating the angel group. Angel groups are currently examining ways to achieve sustainable long-term means of financing their operating costs as not-forprofit organizations.
The Role of Exempt Market Dealers
Exempt market dealers play a significant role in the capital formation process within Ontario’s capital markets alongside angel investors. They also facilitate investments in securities that are exempt from the prospectus requirement, enabling startups and private companies to access vital scale-up funding.
What is an EMD?
An EMD is a firm or individual registered under Ontario securities laws to deal in securities that do not require a prospectus. These securities are often referred to as “exempt market securities” and include private placements, limited partnerships and other non-public investment opportunities.
Regulatory framework for EMDs
In Ontario, EMDs are regulated by the OSC. To operate, EMDs must meet stringent regulatory requirements, including:
∙ Registration with the OSC: Firms and individuals must register as EMDs and comply with ongoing regulatory obligations.
∙ Know-your-client (KYC) and suitability requirements: EMDs must gather detailed information about their clients and ensure the investment products they recommend are suitable for the client’s financial situation and investment objectives. Risk acknowledgement forms are part of the process. When it comes to angel investing, angels determine their own suitability for investment.
∙ Compliance and reporting: EMDs are required to maintain robust compliance programs and regularly report their activities to the OSC.
Role of EMDs in capital formation
EMDs facilitate capital formation by connecting issuers (typically startups and private companies) with investors. They do a large amount of due diligence on an opportunity that the angel investor would have had to do themselves. EMDs may also already have provided early-stage businesses a recommended structure for the offering, and assisted them on creating a pitch deck. In addition, the OSC expects EMDs to play a crucial role in ensuring both issuers and investors comply with regulatory requirements. By conducting thorough due diligence on the business prospects of the startup investment opportunity, performing KYC checks and ensuring the suitability of investments, EMDs help maintain the integrity of the exempt market.
Angel Community and OSC Working Together
Enhancing Innovation and Supporting Economic Growth
In January 2024, I presented AIO’s ideas and rationale for enhancing the ability of angel investors to help capital formation in Ontario’s innovation economy in a deputation before the Standing Committee on Finance and Economic Affairs. In that meeting, AIO achieved tri-partisan support for a number of initiatives to help the angel ecosystem and attract more funding for entrepreneurs in the province. In May 2024, the OSC initiated various rules to enable not-for-profit angel groups an exemption from full OSC regulation as an EMD, if they fall into a certain category of business practices. Another rule enables small businesses to raise up to $3 million of new capital without necessarily needing to use an EMD.
Top 10 Recommendations
The 10 most important points of the January 2024 presentation to the Standing Committee included:
1. Importance of supporting domestic investment: The document emphasizes the significance of supporting domestic investment by angels into startups to grow Ontario’s economy.
2. Key priorities: These include ensuring the growth of fast-scaling homegrown companies through access to capital, mentorship and networks, accelerating commercialization rates, and implementing strategies to recruit more angel investors, especially from diverse backgrounds.
3. Strategic program recommendations: Recommendations include creating a collaborative ecosystem, including all incubators and accelerators, providing program support and infrastructure for angel groups, and developing an Ontario Small Business & Innovation Equity Credit.
4. Budget funding for angel group infrastructure: We made a request for modest funding support from Ontario to leverage initiatives and create local infrastructure for angel groups across the province.
5. Ontario Small Business & Innovation Equity Tax Credit: We made a proposal to stimulate economic growth and innovation by incentivizing private investments in startups and small businesses through a tax credit system similar to a 20-year program that’s seen success in B.C. We proposed details for Ontario’s equity credit program, including investment criteria, holding periods and requirements for eligible businesses.
6. Background on B.C.’s Small Business Venture Capital Tax Credit: We provided details on the success of B.C.’s tax credit program, which incentivized investments in small businesses and resulted in economic benefits for the province. Investors funded more than $2 billion into startups, with an average of 250 companies supported in each of the past 20 years.
7. Ontario government-seeded angel investment fund: We proposed a fund potentially seeded with $30 million to co-invest with angel investors, similar to the model operated by Anges Québec. The fund would also allow angels to co-invest in the fund to achieve diversification alongside direct company investments.
8. Angel investors’ role in fuelling innovation: Angel investors play a crucial role in providing early-stage capital, mentorship and connections to entrepreneurs, encouraging risk-taking and supporting diverse founders.
9. Ensuring economic growth and a prosperous future: Supporting early-stage startups contributes to economic growth, job creation and technological advancements, and fosters a dynamic economy.
Conclusion
Securities regulators are vital to the functioning of both public and private capital markets. For angel investors, entrepreneurs and founders, understanding the role and importance of these regulators is essential. By ensuring compliance and fostering a transparent and fair market environment, securities regulators help promote access to capital while protecting investors. This improves the net ability to attract more investment into Ontario to support our innovators. The province spends more than $4 billion annually on research at its educational institutions, but less than three per cent of this research is ever commercialized. We need to maintain a strong global image that Ontario is a safe province to invest in, with numerous yet appropriate guardrails for investor and business protection. This balanced approach is crucial for the continued growth and stability of the financial ecosystem, benefitting all stakeholders involved.
The OSC is constantly re-examining the amount of regulation that is commensurate with the risk and amount of capital raised, and to whom the capital is being sought from.
AIO is the umbrella organization that assists 18 not-for-profit angel investor groups located across the province in rural and urban areas. Every corner of the province has talent and investment ability to help mentor and fund our Ontario-based businesses. AIO is here to help both investors and entrepreneurs understand the benefits of working with the existing OSC securities regulations. Having an entrepreneur accidentally raise money from investors by means that are counter to regulations could put the business in peril if the OSC were to declare the company must refund investments made improperly. Getting investment by the proper means helps both investors and their invested companies.
AIO is a strong partner with Ontario’s economic growth and innovation sectors.
This guide was prepared and completed by Angel Investors Ontario and does not infer the endorsement or approval of any securities regulators in any way, and no securities regulators commented or reviewed on this guide.