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Regulatory

NI 23-101 (Trading Rules)

The CSA trading rules covering best execution, order protection, and trade-through prohibitions on Canadian marketplaces.

Definition

NI 23-101 (Trading Rules) imposes obligations on both marketplaces and their participants. The best-execution obligation in Part 4 requires dealers to make reasonable efforts to achieve the most advantageous execution for clients, considering price, speed, certainty, and total cost across all marketplaces. Order protection rules prohibit trade-throughs: a trade on one marketplace cannot execute at a price worse than a protected order resting on another marketplace. The order-protection rule does not apply to odd lots, OTC trades, or intentional cross transactions that meet defined conditions. NI 23-101 also sets out rules for order exposure and the prohibition on front-running client orders. Together with NI 21-101 (Marketplace Operation) and UMIR (which CIRO enforces), NI 23-101 forms the three-part regulatory framework for fair and orderly trading on Canadian markets.

Source

National Instrument 23-101 Trading Rules; Companion Policy 23-101CP

Where this shows up on the CIRE

  • Outcome 8.1

Test yourself

Two real CIRE-bank questions on this exact outcome. Click to reveal the answer and the rule citation.

  1. 1

    A mining company executive knows that an internal assay report confirming a major ore discovery has not yet been publicly released. She calls her registrant and places a large buy order in the company's shares. Under Canadian securities law, which of the following is most accurate?

    Outcome 8.1 · click for answer

    A.The trade is permissible because the executive's account is at an arm's-length dealer and the order was placed verbally.
    B.The executive is trading on material non-public information and the trade is prohibited under insider trading provisions of applicable securities legislation; the registrant who knowingly facilitates such a trade may also face liability.Correct
    C.The prohibition applies only if the executive is a director or officer of a reporting issuer; a senior employee does not qualify as an insider.
    D.The trade is permissible because the executive is buying, not selling, her own company's shares.

    Insider trading prohibitions under provincial securities legislation apply to any person in a special relationship with a reporting issuer who trades with knowledge of a material fact or material change that has not been generally disclosed. Senior employees such as executives fall squarely within this definition. The prohibition applies equally to purchases and sales. A registrant who knowingly facilitates insider trading may be found to have tipped or assisted the insider, attracting their own regulatory and civil liability.

  2. 2

    A client buys one call option on shares of a Canadian bank with a strike price of $130 and an expiry of three months. The current share price is $128. Which statement correctly describes the client's position at expiry if the shares are trading at $125?

    Outcome 8.1 · click for answer

    A.The call option expires worthless because the market price ($125) is below the strike price ($130); the client's maximum loss is the premium paid for the option.Correct
    B.The client must buy shares at $130 because a call obligates the buyer to purchase.
    C.The client's call is in the money and they will receive $5 per share.
    D.The option converts to shares automatically because it is an American-style option.

    A call option gives the holder the right; not the obligation; to buy the underlying at the strike price. At expiry with the stock trading at $125, exercising the call to buy at $130 would be economically irrational (the client could buy shares in the market for $125). An out-of-the-money call expires worthless. The buyer's maximum loss is the premium paid. A call buyer has the right to buy; a call seller (writer) has the obligation to sell. Automatic conversion to shares occurs only for deep-in-the-money options under some brokerage exercise-by-exception rules, which does not apply here.

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