TORONTO STOCK EXCHANGE

THE NORTH TO SOUTH GATEWAY

Accessing U.S. Capital

Unlocking U.S. Markets: Your Guide to SEC Rule 15a-6 (Chaperoning)

Expanding into the U.S. capital markets can be complex, costly, and heavily regulated — especially for Canadian broker-dealers navigating cross-border rules.

SEC Rule 15a-6 offers Canadian CIRO Registered Firms and Exempt Market Dealers a streamlined path to engage U.S. institutional investors legally and efficiently without being SEC or FINRA registered. Through a compliant “chaperoning” framework, firms can access U.S. capital while managing regulatory and compliance complexity — expanding their reach with greater efficiency and confidence.

Learn how Canadian Dealers can engage U.S. institutional investors without being SEC or FINRA registered.

Rule Overview: The "Hall Pass" for Foreign Broker-Dealers

What is Rule 15a-6?

A "hall pass" for foreign broker-dealers to do business with U.S. institutional investors without having to be SEC or FINRA registered.

The Chaperone Model

Under SEC Rule 15a-6, the chaperoning requirement allows a foreign broker-dealer to contact major U.S. institutional investors provided that a registered U.S. broker-dealer takes responsibility for the interactions.

The U.S. chaperone’s role is to monitor communications, "book and carry" the transactions (i.e. execute and settle the transactions), and maintain all required books and records. The U.S. registered "chaperone" opens the account, handles the related paperwork and record keeping and bears the legal responsibility for the customer relationship.

Foreign Broker-Dealers can also legally distribute their firm’s research directly to major U.S. institutional investors under SEC Rule 15a-6

Benefits Of The Chaperone Model

Seamless Compliance & Risk Mitigation: Your U.S. chaperone ensures you comply with SEC and FINRA regulations, shielding your firm from potential fines or sanctions.

Institutional Access: Gain immediate entry to U.S. institutional investors – a network that is otherwise difficult to penetrate for offshore entities.

Minimize Overhead: Avoid the significant dollar cost of full SEC and FINRA broker-dealer registration.

Capital Velocity: Tap into the massive pool of U.S. institutional capital to close larger rounds and support global clients more effectively.

Market Intelligence: Leverage the chaperone’s local expertise to navigate the nuances of the U.S. financial landscape

Find the answers to frequently asked questions regarding Rule 15a-6 and foreign broker-dealers here.

Event Replay

Watch the replay from our Toronto SEC Rule 15a-6 event from March 12, 2026.

Understand SEC Rule 15a-6 and the “Chaperone Model” in practical terms.

Learn how Canadian broker-dealers can reach U.S. institutional investors.

Explore a compliant path without SEC or FINRA registration.

Meet the Experts

Partner, Carter Ledyard & Milburn LLP

Guy Lander is a senior corporate and securities lawyer with extensive experience in cross-border matters and the author of the leading treatise on U.S. Securities Laws and their international aspects.

He was instrumental in developing the regulatory frameworks for Rule 15a-6 and Regulation S.

Chief Operating Officer, MPX

A fintech pioneer with 35+ years of experience. A former EVP and CEO of Fidessa Canada, he scaled the firm into an industry leader.

He previously led global market automation at AVTEC and TCAM Systems.



Chief Revenue Officer, MPX

Oliver joined MPX in 2024 as Chief Revenue Officer, bringing over 30 years of experience in institutional sales, capital raising, and global client development.

Previously, he was a Managing Director at Merrill Lynch and Dresdner.




Vice Chair, PCMA

Brian Koscak is a seasoned capital markets and securities lawyer with over 25 years of experience across private offerings, compliance, and M&A.

He is Vice Chair of the PCMA and works at the forefront of AI applications in securities law.

Sector Head, TSX & TSXV Exchange

David leads listing strategies for the TSX and TSXV.

A 25-year veteran with over $800M in executed transactions, he previously founded an investment bank and holds an MBA in Finance from the University of Calgary.


Managing Director, TSX & TSXV Exchange

Richard is a TSX capital markets professional advising on formation and governance.

A former Head of Investment Banking with hundreds of millions in executed transactions, he holds a JD/MBA from Western University and the Ivey Business School.



Partners

Carter Ledyard & Milburn LLP

Carter Ledyard & Milburn LLP (“Carter Ledyard”) is an elite, full-service law firm headquartered in the Financial District in Manhattan. Carter Ledyard has a long history of providing legal services to numerous Canadian companies, financial institutions, governments and individuals.


Marco Polo Exchange

Marco Polo Exchange (MPX) is a U.S.-based capital markets platform that enables compliant cross-border access between foreign financial institutions and U.S. institutional investors. MPX specializes in SEC Rule 15a-6 chaperoning, delivered through its wholly owned U.S. broker-dealer, Marco Polo Securities (MPS).

PCMA

Since 2002, the Private Capital Markets Association of Canada (PCMA) has brought together exempt market dealers, exempt market product issuers and professional advisers within the private capital markets. PCMA is the national industry voice for the private capital markets, representing the sector to regulators, government, etc.

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