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where the rules across the country vary widely. "There's still a lot to deal with in terms of 13 jurisdictions and the nuances of each jurisdiction." It's when he spends hours explaining the vagaries of Canada's rules to foreign firms that "it hits home that we've got a relatively difficult system to navigate. It doesn't necessarily scare them away, but what it does is affect their decision to pursue a business line." In terms of companies issuing secu- rities, lawyers point out harmonization moves thus far leave some limitations. The changes harmonize both registra- tion and the rules around prospectuses. However, issuers, dealers, and advisers still have to pay fees to each jurisdiction they plan to operate in. The result some- times is a disincentive to offer prod- ucts and services across the country. That means a company might find itself working with a dealer who isn't regis- tered everywhere, limiting the market for its securities, says Bernard Pinsky, a securities lawyer with Clark Wilson LLP in Vancouver. "The cost to issuers is fantastic," he says, adding in addition to paying fees, companies also have to hire lawyers in each province where they want to offer their securities. Pinsky, a proponent of a national regu- lator, argues that a single body would not only streamline the rules but also make it easier to do the job of monitoring capital markets since it would allow for more specialization among those who work for it. "A larger scale of regulation allows people to concentrate in certain areas, which makes the ability to investigate and prosecute more efficient." For Copland, the proposed national body would be particularly helpful in improving enforcement capabilities because, she says, it would have a better chance of ensuring wayward dealers and advisers don't fall through the jurisdiction- al cracks. "You may have the same problem in five provinces, but if the provinces don't speak to each other or everybody's dealing with their own problem, they're missing the bigger picture. So a national regulator would hopefully address that because you would have the big picture as opposed to the problem stopping at the boundary of the province." Of course, the key stumbling block to Flaherty's vision remains the provinces themselves. Quebec is already taking the federal government to court over the matter, arguing the plan for a single body intrudes on its jurisdiction over securi- ties laws. Alberta and Manitoba are also major opponents of the proposal. For MacLachlan, while a single body has clear benefits, the challenge will be setting up a system that recognizes regional interests. In Alberta, for example, the province has long maintained rules facilitating securities activity by junior oil-and-gas companies needing to raise money quickly. As a result, they can offer securities to targeted groups of sophisti- cated investors rather than putting them on the retail market, something that oth- erwise would require them to prepare a prospectus. That inevitably creates appre- hension that a national system might threaten those provisions. "I think the only way to have a national regulator is if Alberta has strong representation." Fluker agrees saying, "The rules have to be slightly different, and it makes sense to have a regulatory regime close to home that's sensitive to those issues." Pinsky, though, believes once the federal government gets a new body running after Hyndman completes his work next year, other provinces will eventually come on board. His pre- diction is Flaherty's plans for volun- tary participation in a single regulator will initially include British Columbia, Saskatchewan, Ontario, and the Atlantic provinces. Over time, the others — save for Quebec — will likely join, he says. "I could see 10 years from now you're going to have nine provinces and three territories who've got a national regula- tor, and Quebec has its own regulator. That's the way I foresee it." Hyndman himself turned from skep- tic of a single body while chairman of his province's securities commission to be the one tasked with getting Flaherty's plans off the ground. Hyndman explains the change, noting his view was, it was always up to the provinces to decide on the issue, something a number of them — including his own under Premier Gordon Campbell — have now done by backing the proposal. In terms of INHOUSE OCTOBER 2009 • 29