Bill 447 — An Act To Amend the Securities Act (45th General Assembly, 1st Session)
Bill 447
Newfoundland and Labrador — Bills
First Session, 45th General Assembly
53 Elizabeth II, 2004
BILL 47
AN ACT TO AMEND THE SECURITIES ACT
Received and Read the First Time
Second Reading
Committee
Third Reading
Royal Assent
HONOURABLE DIANNE WHALEN
Minister of Government Services
Ordered to be printed by the Honourable House of Assembly
EXPLANATORY NOTES
This Bill would amend the Securities Act to eliminate both the Securities
Commission and the position of Director of Securities. The position of Chair of the Securities
Commission would be replaced by the position of Superintendent of Securities
and the position of Director of Securities would be replaced by that of the
Deputy Superintendent of Securities. The
Deputy Superintendent of Securities would act in place of the Superintendent in
his or her absence or incapacity and would also exercise the powers and perform
the duties delegated by the Superintendent under the Act.
The Superintendent of Securities would
enjoy all the powers and be subject to all the duties vested in the Securities
Commission under the current legislation, with 2 exceptions.
First, under the current legislation,
the Director of Securities exercises certain statutory functions and his
decisions are subject to review by the Securities Commission. However, under the proposed amendments, since
the Deputy Superintendent of Insurance is simply the delegate of the
Superintendent, all decision-making authority is vested in the Superintendent
of Securities and would be subject to appeal to the Supreme Court, Trial
Division.
Secondly, the current legislation
requires the Securities Commission in certain instances to hold formal hearings
prior to the issuance of an order. Under
the proposed amendments, while the Superintendent may issue the same orders as
are issued by the Securities Commission, the Superintendent would not be
required to hold a formal hearing but merely to provide notice and an
opportunity to be heard, consistent with principles of fundamental justice,
prior to the issuance of an order or decision.
A BILL
AN ACT TO AMEND THE SECURITIES ACT
Analysis
S.2 Amdt.
Interpretation
S.3 R&S
Superintendent of Securities
S.4 Rep.
Commission staff
4. S.5 Amdt.
Financial Disclosure Advisory Board
S.6 Rep.
Appointment of experts
S.7 R&S
Deputy Superintendent of Securities
S.8 Amdt.
Refunds
S.9 Rep.
Notification of decision
S.10 Amdt.
Appeal
S.11 Rep.
Secretary
S.12 Amdt.
Investigation order
S.13 Amdt.
Financial examination order
S.16 Amdt.
Examination or seizure of documents where privilege claimed
S.17 Amdt.
Disposal of seized items
S.18 R&S
Report of investigation or examination
S.19 Amdt.
Non-disclosure
S.20 Amdt.
Disclosure by superintendent
S.22 Amdt.
Record-keeping
S.23 Amdt.
Compliance reviews
S.24 Amdt.
Stock exchanges
S.25 Amdt.
Self-regulatory organizations
S.25.1 Amdt.
Clearing agencies
S.25.2 Amdt.
Quotation and trade reporting system
S.25.3 Amdt.
Council, committee or ancillary body
S.25.4 Amdt.
Voluntary surrender
S.25.5 Amdt.
Assignment of powers and duties
S.25.7 Rep.
Review of decisions
S.25.8 Amdt.
Stock exchange auditor
S.25.10 Amdt.
Auditor of registrant
S.26 Amdt.
Registration for trading
S.27 Amdt.
Granting of registration
S.28 R&S
Suspension, cancellation, etc.
S.30 Amdt.
Application for registration
S.32 Amdt.
Further information
S.33 Amdt.
Residence
S.34 Amdt.
Notice of changes
S.36 Amdt.
Exemption of trades
S.37 Amdt.
Confirmation of trade
S.38 Amdt.
Order prohibiting calls to residences
S.39 Amdt.
Representations prohibited
S.47 R&S
Advertising approval by superintendent
S.51 Amdt.
Submission of advertising
S.52 Amdt.
Agreements
S.54 Amdt.
Prospectus required
S.56 Amdt.
Receipt for preliminary prospectus
S.58 Amdt.
Amendment to preliminary prospectus
S.59 Amdt.
Certificate by issuer
S.60 Amdt.
Certificate of underwriter
S.62 Amdt.
Issuance of receipt
S.63 Amdt.
Refiling of prospectus
S.64 Amdt.
Short form prospectus
S.65 Amdt.
Orders to provide information
S.66 Amdt.
"Waiting period" defined
S.69 Amdt.
Defective preliminary prospectus
S.70 Amdt.
Material given on distribution
S.71 R&S
Order to stop trading
S.73 Amdt.
Prospectus not required
S.74 Amdt.
Prospectus not required
S.75 Amdt.
Exemption order
S.76 Amdt.
Publication of material change
S.81 Amdt.
Relief against certain requirements
S.84 R&S
Order relieving small reporting issuer
S.84.1 R&S
Considering an issuer to be a reporting issuer
S.84.2 Amdt.
Considering a trade to be a distribution
S.89 Amdt.
Compliance with laws of other jurisdictions
S.90 Amdt.
Definitions
S.94 Amdt.
Exempted take-over bids
S.95 Amdt.
Definition
S.101 Amdt.
Commencement of take-over bid
S.105 Amdt.
Applications to superintendent
S.109 Amdt.
Report of transfer by insider
S.110 Amdt.
Report of transfer by insider
S.114 Amdt.
Relieving orders
S.116 Amdt.
Fees on investment
S.118 Amdt.
Filing by management companies
S.119 Amdt.
"Responsible person" defined
S.121 Amdt.
Filing in other jurisdiction
S.122 Amdt.
Offences, general
S.126 Amdt.
Interim preservation of property
S.127 Amdt.
Orders in the public interest
S.128 Rep.
Payment of investigation costs
S.128.1 Amdt.
Applications to court
S.128.2 Amdt.
Appointment of receiver, etc.
S.130 Amdt.
Liability for misrepresentation in prospectus
S.131 Amdt.
Liability for misrepresentation in circular
S.135 Amdt.
Action by commission on behalf of issuer
S.139 R&S
Admissibility of certified statements
S.140 Amdt.
Filing and inspection of material
S.141 Amdt.
Immunities of superintendent and deputy superintendent
S.142.1 R&S
Exemption
S.144 Amdt.
Superintendent's direction
S.144.1 Amdt.
Superintendent may make rules
S.144.2 Amdt.
Exchange of information
94. S.146 Rep.
Director substituted for commission
Be it enacted by the Lieutenant-Governor and
House of Assembly in Legislative Session convened, as follows:
RSNL1990 cS-13
as amended
1. (1) Paragraph 2(1)(
d) of the Securities Act is repealed.
(2) Subsection 2(1) of the Act is amended by
adding immediately after paragraph (
j) the following:
(j.1) "deputy superintendent" means the
Deputy Superintendent of Securities;
(3) Paragraph 2(1)(v.1) of the Act is amended by
striking out the word "commission" and substituting the word
"superintendent".
(4) Paragraph 2(1)(ll) of the Act is amended by
striking out the word "commission" and substituting the word
"superintendent".
(5) Paragraph 2(1)(ll.1) of the Act is amended by
striking out the word "commission" and substituting the word
"superintendent".
(6) Paragraph 2(1)(ll.2) of the Act is amended by
striking out the word "commission" and substituting the word
"superintendent".
(7) Paragraph 2(1)(ll.3) of the Act is amended by
striking out the word "commission" and substituting the word
"superintendent".
(8) Subparagraph 2(1)(oo)(iv) of the Act is
amended by striking out the word "commission" and substituting the
word "superintendent".
(9) Paragraph 2(1)(pp.1) of the Act is amended by
(
a) striking out the word "commission"
and substituting the word "superintendent"; and
(
b) striking out the words "or the Director
of Securities".
(10) Subparagraph 2(1)(qq)(xvi) of the Act is repealed
and the following substituted:
(xvi) a commodity futures contract or a commodity
futures option that is not traded on a commodity futures exchange registered
with or recognized by the superintendent or the form of which is not accepted
by the superintendent under this Act,
(11) Subsection 2(1) of the Act is amended by
adding immediately after paragraph (rr) the following:
(rr.1) "superintendent" means the
Superintendent of Securities;
Section 3 of the Act is repealed and the
following substituted:
Superintendent of
Securities
3. The
Lieutenant-Governor in Council shall appoint a Superintendent of Securities to
administer and enforce this Act and the regulations.
Section 4 of the Act is repealed.
Section 5 of the Act is amended by striking out
the word "commission" wherever it occurs and substituting the word
"superintendent".
Section 6 of the Act is repealed.
Section 7 of the Act is repealed and the
following substituted:
Deputy Superintendent
of Securities
7. The
Lieutenant-Governor in Council may appoint a Deputy Superintendent of
Securities
(
a) to act in place of the superintendent in his
or her absence or incapacity; and
(
b) to exercise the powers and perform the duties
vested in or imposed upon the superintendent by this Act or the regulations
that are assigned by the superintendent.
Section 8 of the Act is amended by striking out
the words "Director of Securities" wherever they occur and
substituting the word "superintendent".
Section
9 of the Act is repealed.
9. (1) Subsection 10(1) of the Act is amended by
striking out the word "commission" and substituting the word
"superintendent".
(2) Subsection 10(2) of the Act is amended by
striking out the word "commission" and substituting the word
"superintendent".
(3) Subsection 10(3) of the Act is repealed.
(4) Subsection 10(5) of the Act is amended by
striking out the word "commission" wherever it occurs and
substituting the word "superintendent".
(5) Subsection 10(6) of the Act is amended by
striking out the word "commission" and substituting the word
"superintendent".
Section 11 of the Act is repealed.
11. Subsection 12(1) of the Act is amended by
(
a) striking out the word "commission"
and substituting the word "superintendent"; and
(
b) striking out the word "it" and
substituting the words "he or she".
12. Subsection 13(1) of the Act is amended by
(
a) striking out the word "commission"
and substituting the word "superintendent"; and
(
b) striking out the word "it" and
substituting the words "he or she".
13. (1) Subsection 16(6) of the Act is amended by
striking out the words "Director of Securities" and substituting the
word "superintendent".
(2) Subsection 16(9) of the Act is amended by
striking out the words "Director of Securities" and substituting the
word "superintendent".
14. Paragraph 17(2)(
b) of the Act is amended by
striking out the word "commission" and substituting the word
"superintendent".
Section 18 of the Act is repealed and the
following substituted:
Report of
investigation or examination
(1) A person appointed under subsection 12(1) or 13(1) shall, at the request of the
superintendent, provide a report to the superintendent of testimony given and
documents or other things obtained under
section 14.
(2) A
person appointed under subsection 12(5) shall, at the request of the
superintendent, provide a report to the superintendent of testimony given and
documents or other things obtained under
section 14.
16. Subsection 19(2) of the Act is amended by
striking out the word "commission" and substituting the word
"superintendent".
17. (1) Subsection 20(1) of the Act is repealed and
the following substituted:
Disclosure by
superintendent
(1) Where the superintendent considers that it would be in the public interest, he
or she may make an order authorizing the disclosure to a person or company of,
(
a) the nature or content of an order under
section 12 or 13;
(
b) the name of a person examined or sought to be
examined under
section 14, testimony given under
section 14, information obtained
under
section 14, the nature or content of questions asked under
section 14,
the nature or content of demands for the production of a document or other
thing under
section 14, or the fact that a document or other thing was produced
under
section 14; or
(
c) all or part of a report provided under
section
(2) Subsection 20(2) of the Act is amended by
striking out the word "commission" wherever it occurs and
substituting the word "superintendent".
(3) Subsection 20(4) of the Act is amended by
striking out the word "commission" and substituting the word
"superintendent".
(4) Subsection 20(5) of the Act is amended by
striking out the word "commission" and substituting the word
"superintendent".
(5) Subsection
20(6) of the Act is amended by striking out the word "commission" and
substituting the word "superintendent".
18. Subsection 22(3) of the Act is amended by
(
a) striking out the word "commission"
wherever it occurs and substituting the word "superintendent"; and
(
b) striking out the words "or a member,
employee or agent of the commission".
Section 23 of the Act is amended by striking
out the word "commission" wherever it occurs and substituting the
word "superintendent".
Section 24 of the Act is amended by striking
out the word "commission" wherever it occurs and substituting the
word "superintendent".
21. (1) Subsection 25(1) of the Act is amended by
striking out the word "commission" wherever it occurs and
substituting the word "superintendent".
(2) Subsection 25(2) of the Act is amended by
striking out the word "commission" and substituting the word
"superintendent".
(3) Subsection 25(4) of the Act is amended by
(
a) striking out the word "commission"
and substituting the word "superintendent"; and
(
b) striking out the word "it" and
substituting the words "he or she".
(1) Subsection 25.1(1) of the Act is amended by
striking out the word "commission" wherever it occurs and
substituting the word "superintendent".
(2) Subsection 25.1(2) of the Act is amended by
striking out the word "commission" and substituting the word
"superintendent".
(3) Subsection 25.1(3) of the Act is amended by
(
a) striking out the word "commission"
and substituting the word "superintendent"; and
(
b) striking out the word "it" and
substituting the words "he or she".
(1) Subsection 25.2(1) of the Act is amended by
striking out the word "commission" wherever it occurs and
substituting the word "superintendent".
(2) Subsection 25.2(2) of the Act is amended by
striking out the word "commission" and substituting the word
"superintendent".
(3) Subsection 25.2(3) of the Act is amended by
(
a) striking out the word "commission"
and substituting the word "superintendent"; and
(
b) striking out the word "it" and
substituting the words "he or she".
24. Subsection 25.3(1) of the Act is amended by
striking out the word "commission" wherever it occurs and
substituting the word "superintendent".
Section 25.4 of the Act is amended by striking
out the word "commission" wherever it occurs and substituting the
word "superintendent".
(1) Subsection 25.5(1) of the Act is amended by
(
a) striking out the word "commission"
wherever it occurs and substituting the word "superintendent"; and
(
b) striking out the word "it" and
substituting the words "he or she".
(2) Subsections 25.5(2) and (3) of the Act are
repealed and the following substituted:
(2) The superintendent may revoke, in whole or in
part, an assignment of powers and duties made under this section.
Section 25.7 of the Act is repealed.
28. Subsection 25.8(2) of the Act is amended by
striking out the word "commission" and substituting the word
"superintendent".
(1) Subsection 25.10(1) of the Act is amended
by striking out the word "commission" and substituting the word
"superintendent".
(2) Subsection 25.10(3) of the Act is amended by
striking out the word "commission" and substituting the word
"superintendent".
(3) Subsection 25.10(4) of the Act is amended by
striking out the word "commission" and substituting the word
"superintendent".
(4) Subsection 25.10(5) of the Act is amended by
striking out the word "commission" and substituting the word
"superintendent".
(5) Subsection 25.10(6) of the Act is amended
(
a) by striking out the word
"commission" wherever it occurs and substituting the word "superintendent";
and
(
b) by striking out the word "it" and
substituting the words "he or she".
Section 26 of the Act is amended by striking
out the word "director" wherever it occurs and substituting the word
"superintendent".
Section 27 of the Act is amended by striking
out the word "director" wherever it occurs and substituting the word
"superintendent".
Section 28 of the Act is repealed and the
following substituted:
Suspension, cancellation
etc.
(1) The superintendent, after giving the registrant notice and an opportunity to be
registration of the registrant or reprimand the registrant where in his or her
opinion that action is in the public interest.
(2) Where the delay necessary to provide notice
and an opportunity to be heard under subsection (1) would, in the opinion of
the superintendent, be prejudicial to the public interest, the superintendent
may suspend the registration without prior notice but shall give notice of
having done so immediately afterward and provide an opportunity to be heard to
the registrant within 15 days of the date of the suspension.
(3) Notwithstanding
subsection (1), the superintendent may, upon an application by a registrant,
surrender of the registration of the registrant where the superintendent is
satisfied the financial obligations of the registrant to its clients have been
discharged and the surrender of the registration would not be prejudicial to
the public interest.
Section 30 of the Act is amended by striking
out the word "commission" and substituting the word
"superintendent".
Section 32 of the Act is amended by striking
out the words "Director of Securities" wherever they occur and
substituting the word "superintendent".
Section 33 of the Act is amended by striking
out the words "Director of Securities" wherever they occur and
substituting the word "superintendent".
Section 34 of the Act is amended by striking
out the words "Director of Securities" wherever they occur and
substituting the word "superintendent".
37. (1) Paragraph 36(1)(
d) of the Act is amended by
striking out the word "commission" and substituting the word
"superintendent".
(2) Paragraph 36(1)(
h) of the Act is amended by
striking out the words "Director of Securities" and substituting the
word "superintendent".
(3) Paragraph 36(1)(
n) of the Act is amended by
striking out the word "commission" wherever it occurs and
substituting the word "superintendent".
(4) Subparagraph 36(1)(n)(iii) of the Act is
amended by striking out the word "it" and substituting the words
"he or she".
(5) Paragraph 36(1)(
z) of the Act is amended by
striking out the word "commission" wherever it occurs and
substituting the word "superintendent".
(6) Paragraph 36(2)(
l) of the Act is amended by
striking out the words "Director of Securities" and substituting the
word "superintendent".
(7) Paragraph 36(2)(
m) of the Act is amended by
striking out the words "Director of Securities" and substituting the
word "superintendent".
(8) Paragraph 36(2)(
n) of the Act is amended by
striking out the words "Director of Securities" and substituting the
word "superintendent".
38. (1) Subsection 37(5) of the Act is amended by
striking out the word "commission" and substituting the word
"superintendent".
(2) Subsection 37(6) of the Act is amended by
striking out the word "commission" wherever it occurs and
substituting the word "superintendent".
39. (1) Subsection 38(1) of the Act is amended by
striking out the word "commission" and substituting the word
"superintendent".
(2) Subsection 38(2) of the Act is amended by
striking out the word "commission" and substituting the word
"superintendent".
40. Subsection 39(3) of the Act is amended by
striking out the words "Director of Securities" and substituting the
word "superintendent".
Section 47 of the Act is repealed and the
following substituted:
Advertising approval
by superintendent
47. A
person or company shall not make a representation, written or oral, that the
superintendent has in any way passed upon the financial standing, fitness or
conduct of a registrant or upon the merits of a security or issuer.
42. (1) Subsection 51(1) of the Act is amended by
striking out the word "commission" wherever it occurs and
substituting the word "superintendent".
(2) Subsection 51(3) of the Act is repealed and
the following substituted:
(3) Where the superintendent has issued an order
under subsection (1), he or she may prohibit the use of the advertising and
sales literature so delivered or may require that deletions or changes be made
before its use.
(3) Subsection 51(4) of the Act is amended by
(
a) striking out the word "commission"
and substituting the word "superintendent"; and
(
b) striking out the word "its" and
substituting the words "his or her".
Section 52 of the Act is amended by striking
out the words "Director of Securities" and the word
"director" wherever they occur and substituting the word
"superintendent".
44. (1) Subsection 54(1) of the Act is amended by
striking out the words "Director of Securities" wherever they occur
and substituting the word "superintendent".
(2) Subsection 54(12) of the Act is amended by
striking out the word "commission" and substituting the word
"superintendent".
Section 56 of the Act is amended by striking
out the word "director" and substituting the word
"superintendent".
46. Subsection 58(2) of the Act is repealed and the
following substituted:
(2) Where an amendment to a prospectus is filed
under subsection (1) for the purpose of distributing securities in addition to
the securities previously disclosed in the prospectus or an amendment to the
prospectus the additional distribution shall not be proceeded with for a period
of 10 days after the amendment is filed or, in the event that the
superintendent informs the party filing in writing within 10 days of the filing
that he or she objects to the further distribution until a receipt for the
amended prospectus is obtained.
47. (1) Subsection 59(7) of the Act is amended by
striking out the words "Director of Securities" wherever they occur
and substituting the word "superintendent".
(2) Subsection 59(8) of the Act is amended by
striking out the words "Director of Securities" and substituting the
word "superintendent".
(3) Subsection 59(9) of the Act is amended by
striking out the words "Director of Securities" wherever they occur
and substituting the word "superintendent".
(4) Subsection 59(10) of the Act is amended by
striking out the words "Director of Securities" and substituting the
word "superintendent".
48. Subsection 60(2) of the Act is amended by
striking out the words "Director of Securities" and substituting the
word "superintendent".
49. (1) Subsection 62(1) of the Act is amended by
striking out the words "Director of Securities" and substituting the
word "superintendent".
(2) Subsection 62(2) of the Act is amended by striking
out the words "Director of Securities" wherever they occur and substituting
the word "superintendent".
(3) Subsection 62(3) of the Act is amended by
striking out the words "Director of Securities" and substituting the
word "superintendent".
(4) Subsections 62(4) to (8) of the Act are
repealed.
50. (1) Subsection 63(1) of the Act is amended by
striking out the words "Director of Securities" and substituting the
word "superintendent".
(2) Paragraph 63(2)(
c) of the Act is amended by
striking out the words "Director of Securities" and substituting the
word "superintendent".
(3) Subsection 63(5) of the Act is repealed and
the following substituted:
(5) The
superintendent may, upon an application of a reporting issuer, extend, subject
subsection (2) where in his or her opinion it would not be prejudicial to the
public interest to do so.
51. (1) Subsection 64(4) of the Act is amended by
striking out the words "Director of Securities" and substituting the
word "superintendent".
(2) Subsection 64(7) of the Act is repealed and
the following substituted:
(7) Where, during the distribution or distribution
to the public of a security under a prospectus, an order is made to stop trading
in the security, or the receipt issued by the superintendent for the prospectus
is revoked or the prospectus lapses or the use of a prospectus is otherwise
prohibited by this Act, the regulations or by a decision of the superintendent
or an order of a court, a
summary statement filed with the prospectus shall
stop having effect for the purposes of
section 72 unless the superintendent
otherwise orders.
Section 65 of the Act is amended by striking
out the words "Director of Securities" and the word
"director" wherever they occur and substituting the word
"superintendent".
53. Subsection 66(1) of the Act is amended by
striking out the words "Director of Securities" and substituting the
word "superintendent".
Section 69 of the Act is amended by striking
out the words "Director of Securities" wherever they occur and
substituting the word "superintendent".
Section 70 of the Act is amended by striking
out the words "Director of Securities" wherever they occur and
substituting the word "superintendent".
Section 71 of the Act is repealed and the
following substituted:
Order to stop trading
(1) Where it appears to the superintendent, after the filing of a prospectus under
this Part and the issuance of a receipt for it, that the circumstances set out
in subsection 62(2) exist, the superintendent may order that the distribution
of the securities under the prospectus shall stop.
(2) An order shall not be made under subsection
(1) without giving the person or company directly affected notice and an opportunity
to be heard, unless the superintendent decides that the delay necessary to
provide notice and an opportunity to be heard would be prejudicial to the
public interest in which event a temporary order may be made which shall expire
15 days from the date of the making of the order unless extended by the
superintendent to allow the person or company directly affected an opportunity
to be heard.
(3) A notice of every order made under this
section shall be served upon the issuer to whose securities the prospectus
relates, and immediately upon the receipt of the notice,
(
a) distribution of the securities under
prospectus by the person or company named in the order shall stop; and
(
b) a receipt issued by the superintendent for the
prospectus is revoked.
57. (1) Paragraph 73(1)(
c) of the Act is amended by
striking out the word "commission" and substituting the word
"superintendent".
(2) Subparagraph 73(1)(h)(ii) of the Act is
amended by striking out the word "commission" and substituting the
word "superintendent".
(3) Subparagraph 73(1)(h)(iii) of the Act is
amended by
(
a) striking
out the word "commission" and substituting the word
"superintendent"; and
(
b) striking
out the word "it" and substituting the words "he or she".
(4) Subparagraph 73(1)(h)(iv) of the Act is
amended by striking out the word "commission" wherever it occurs and
substituting the word "superintendent".
(5) Paragraph 73(1)(
m) of the Act is amended by
striking out the words "Director of Securities" and substituting the
word "superintendent".
(6) Subparagraphs 73(4)(b)(
i) and (iii) of the Act
are amended by striking out the word "commission" and substituting
the word "superintendent".
(7) Paragraph 73(5)(
b) of the Act is amended by
striking out the word "commission" and substituting the word
"superintendent".
(8) Subparagraph 73(7)(b)(
i) of the Act is amended
by striking out the word "commission" wherever it occurs and substituting
the word "superintendent".
(9) Clause 73(7)(b)(i)(
B) of the Act is amended by
striking out the word "commission" and substituting the word
"superintendent".
(10) Subsection 73(8) of the Act is amended by
striking out the word "commission" and substituting the word
"superintendent".
(11) Subsection 73(10) of the Act is amended by
striking out the word "commission" and substituting the word
"superintendent".
(12) Paragraph 73(19)(
a) of the Act is amended by
striking out the word "commission" and substituting the word
"superintendent".
(13) Paragraph 73(19)(
c) of the Act is amended by
striking out the word "commission" and substituting the word
"superintendent".
(14) Subsection 73(23) of the Act is amended by
striking out the word "commission" wherever it occurs and
substituting the word "superintendent".
58. (1) Paragraph 74(1)(
b) of the Act is amended by
striking out the word "commission" wherever it occurs and
substituting the word "superintendent".
(2) Subparagraphs 74(1)(c)(
i) and (ii) of the Act
are amended by striking out the word "commission" wherever it occurs
and substituting the word "superintendent".
59. (1) Subsection 75(1) of the Act is amended by
(
a) striking
out the word "commission" and substituting the word "superintendent";
and
(
b) striking
out the word "it" and substituting the words "he or she".
(2) Subsection 75(2) of the Act is amended by
striking out the word "commission" and substituting the word
"superintendent".
(3) Subsection 75(3) of the Act is amended by
striking out the word "commission" and substituting the word
"superintendent".
60. (1) Subsection 76(3) of the Act is amended by
striking out the word "commission" and substituting the word
"superintendent".
(2) Subsection 76(4) of the Act is amended by
striking out the word "commission" wherever it occurs and
substituting the word "superintendent".
Section 81 of the Act is amended by striking
out the word "commission" wherever it occurs and substituting the
word "superintendent".
Section 84 of the Act is repealed and the
following substituted:
Order relieving small reporting issuer
84. Upon
the application of a reporting issuer that has fewer than 15 security holders
whose latest address as shown on the books of the reporting issuer is in the
that he or she may impose, that the reporting issuer is no longer a reporting
issuer where the superintendent is satisfied that to do so would not be
prejudicial to the public interest.
Section 84.1 of the Act is repealed and the
following substituted:
Considering
issuer to be a reporting issuer
84.1
(1) The
superintendent may,
(
a) upon the application of an issuer, where the
superintendent considers that it would
not be prejudicial to the public interest; or
(
b) on his or her own motion, where he or she is
of the opinion that it would be in the public interest
make an
order that the issuer be considered a reporting issuer for the purposes of the
securities law of the province .
(2) The superintendent shall not make an order
under paragraph (1)(
b) without giving the issuer an opportunity to be heard.
Section 84.2 of the Act is amended by striking
out the word "commission" wherever it occurs and substituting the
word "superintendent".
65. Subsection 89(2) of the Act is amended by
striking out the word "commission" wherever it occurs and
substituting the word "superintendent".
(1) Subparagraph 90(1)(e)(iv) of the Act is
amended by striking out the words "Director of Securities" and
substituting the word "superintendent".
(2) Subparagraph 90(1)(e)(
v) of the Act is amended
by striking out the word "commission" and substituting the word
"superintendent.
67. (1) Paragraph 94(1)(
a) of the Act is amended by
striking out the word "commission" and substituting the word
"superintendent".
(2) Paragraph 94(1)(
e) of the Act is amended by
striking out the word "commission" and substituting the word
"superintendent".
(3) Paragraph 94(3)(
e) of the Act is amended by
striking out the word "commission" and substituting the word
"superintendent".
(4) Paragraph 94(3)(
h) of the Act is amended by
striking out the word "commission" and substituting the word
"superintendent".
68. Subsection 95(3) of the Act is amended by
striking out the word "commission" and substituting the word
"superintendent".
69. Subsection 101(6) of the Act is amended by
striking out the words "Director of Securities" and substituting the
word "superintendent".
70. (1) Subsection 105(1) of the Act is repealed
and the following substituted:
Applications to
superintendent
(1) Where, on the application of an interested person, it occurs to the
superintendent that a person or company has not complied or is not complying
with this Part or the regulations related to this Part, the superintendent may
(
a) restraining the distribution of a document
used or issued in connection with a take-over bid or issuer bid;
(
b) requiring an amendment to or variation of a
document used or issued in connection with a take-over bid or issuer bid and
requiring the distribution of an amended, varied or corrected document; and
(
c) directing a person or company to comply with
this Part or the regulations related to this Part or restraining a person or
company from contravening this Part or the regulations related to this Part and
directing the directors and senior officers of the person or company to cause
the person or company to comply with or to stop contravening this Part or the
regulations related to this Part.
(2) Subsection 105(2) of the Act is amended by
striking out the words and comma "commission may, subject to the terms and
conditions that it may impose" and substituting the words and comma "superintendent
Section 109 of the Act is amended by striking
out the word "commission" and substituting the word
"superintendent".
Section 110 of the Act is amended by striking
out the word "commission" and substituting the word
"superintendent".
Section 114 of the Act is amended by
(
a) striking
out the word "commission" and substituting the word
"superintendent"; and
(
b) striking
the word "it" wherever it occurs and substituting the words "he
or she".
74. (1) Subsection 116(1) of the Act is amended by
striking out the words "Director of Securities" and substituting the
word "superintendent".
(2) Subsection 116(2) of the Act is repealed and
the following substituted:
(2) The superintendent may, upon the application
of a mutual fund and where he or she is satisfied that it would not be
prejudicial to the public interest to do so, order, subject to the terms and
conditions that he or she may impose, that subsection (1) does not apply to the
mutual fund.
75. Subsection 118(2) of the Act is repealed and
the following substituted:
(2) The superintendent may, upon the application
of the management company of a mutual fund and where he or she is of the opinion
that it would not be prejudicial to the public interest to do so, order,
(1) does not apply to a transaction or class of transactions.
76. Subsection 119(3) of the Act is amended by
striking out the word "commission" wherever it occurs and
substituting the word "superintendent".
77. (1) Subsection 121(2) of the Act is amended by
striking out the word "commission" wherever it occurs and
substituting the word "superintendent".
(2) Paragraph 121(2)(
b) of the Act is repealed and
the following substituted:
(
b) upon his or her own motion,
78. (1) Paragraph 122(1)(
a) of the Act is repealed
and the following substituted:
(
a) makes a statement in material, evidence or
information submitted to the superintendent, a person acting under the authority
of the superintendent or a person making an investigation or examination under
this Act that, in a material respect and at the time and in the light of the
circumstances under which it is made, is misleading or untrue or does not state
a fact that is required to be stated or that is necessary to make the statement
not misleading;
(2) Subsection 122(2) of the Act is amended by
striking out the word "commission" and substituting the word
"superintendent".
79. (1) Subsection 126(1) of the Act is amended by
striking out the word "commission" wherever it occurs and
substituting the word "superintendent".
(2) Subsection 126(4) of the Act is amended by
striking out the word "commission" and substituting the word
"superintendent".
(3) Subsection 126(5) of the Act is amended by
striking out the word "commission" and substituting the word
"superintendent".
(4) Subsection 126(6) of the Act is amended by
striking out the word "commission" and substituting the word
"superintendent".
(5) Subsection 126(7) of the Act is repealed.
80. (1) Subsection 127(1) of the Act is amended by
striking out the words "The commission may, where in its opinion" and
substituting the words "The superintendent may, where in his or her
opinion".
(2) Paragraph 127(1)(
d) of the Act is amended by
striking out the word "commission" and substituting the word
"superintendent".
(3) Paragraph 127(1)(
e) of the Act is amended by
striking out the word "commission" and substituting the word
"superintendent".
(4) Subsection 127(2) of the Act is amended by
striking out the word "commission" and substituting the word
"superintendent".
(5) Subsection 127(3) of the Act is amended by
(
a) striking out the word "commission"
and substituting the word "superintendent"; and
(
b) striking out the words "to it".
(6) Subsections 127(4) and (5) of the Act are
repealed and the following substituted:
(4) No order shall be made under this
section
without giving the person or company which would be directly affected by the
order an opportunity to be heard.
(5) Notwithstanding subsection (4), where in the
opinion of the superintendent the length of time required to permit the person
or company directly affected by the order an opportunity to be heard could be
prejudicial to the public interest, the superintendent may make a temporary
order under paragraph (1)(a), (
b) or (
c) or subparagraph (1)(e)(ii).
(7) Subsection 127(6) of the Act is amended by
striking out the word "commission" and substituting the word
"superintendent".
(8) Subsections 127(7), (8) and (9) of the Act are
repealed and the following substituted:
(7) The superintendent may extend a temporary
order for a period until the person or company directly affected by the order
has been given notice and an opportunity to be heard within the 15 day period.
(8) Notwithstanding subsection (7), the
superintendent may extend a temporary order under paragraph (1)(
b) for a period
as he or she considers necessary where satisfactory information is not provided
to the superintendent within the 15 day period.
(9) The superintendent shall give written notice
of every temporary order made under subsection (5), together with notice and an
opportunity to be heard, to a person or company directly affected by the temporary
order.
Section 128 of the Act is repealed.
(1) Subsection 128.1(1) of the Act is amended
by striking out the word "commission" and substituting the word
"superintendent'.
(2) Subsection 128.1(2) of the Act is repealed and
the following substituted:
(2) The superintendent is not required, before
making an application under subsection (1), to provide an opportunity to be
heard to a person or company to determine whether that person or company has
not complied with or is not complying with the securities law of the province.
(3) Subsection 128.1(3) of the Act is amended by striking
out the word "commission" wherever it occurs and substituting the
word "superintendent".
(1) Subsection 128.2(1) of the Act is amended
by striking out the word "commission" and substituting the word
"superintendent".
(2) Subsection 128.2(4) of the Act is amended by
striking out the word "commission" and substituting the word
"superintendent".
84. Subparagraph 130(3)(d)(ii) of the Act is
amended by striking out the word "commission" and substituting the
word "superintendent".
85. Subparagraph 131(5)(d)(ii) of the Act is
amended by striking out the word "commission" and substituting the
word "superintendent".
86. (1) Subsection 135(1) of the Act is repealed
and the following substituted:
Action by superintendent
on behalf of issuer
(1) Upon application by the superintendent or by a person or company who was at the
time of a transaction referred to in subsection 134(1) or (2) or is at the time
of the application a security holder of the reporting issuer, a judge of the
Trial Division may, where satisfied that
(
a) the superintendent or the person or company
has reasonable grounds for believing that the reporting issuer has a cause of
action under subsection 134(4); and
(
b) either
(
i) the reporting issuer has refused or failed to
start an action under
section 134 within 60 days after receipt of a written
request from the superintendent or a person or company to do so, or
(ii) the reporting issuer has failed to prosecute
diligently an action started by it under
section 134,
make
an order, upon the terms as to security for costs and otherwise that the judge
considers appropriate, requiring the superintendent or authorizing the person
or company or the superintendent to start or continue an action in the name of
and on behalf of the reporting issuer to enforce the liability created by
subsection 134(4).
(2) Subsection 135(2) of the Act is amended by
striking out the word "commission" wherever it occurs and
substituting the word "superintendent".
(3) Subsection 135(5) of the Act is amended by
striking out the word "commission" wherever it occurs and
substituting the word "superintendent".
(4) Subsection 135(7) of the Act is amended by
striking out the word "commission" and substituting the word
"superintendent".
(5) Subsection 135(8) of the Act is amended by
striking out the word "commission" wherever it occurs and
substituting the word "superintendent".
Section 139 of the Act is repealed and the
following substituted:
Admissibility of
certified statements
139. A
statement as to
(
a) the registration or non-registration of a
person or company;
(
b) the filing of non-filing of a document or
material required or permitted to be filed;
(
c) another matter pertaining to the registration,
non-registration, filing or non-filing, or to a person, company, document or
material; or
(
d) the date the facts upon which proceedings are
to be based first came to the knowledge of the superintendent,
purporting
to be certified by the superintendent is, without proof of the office or
signature of the person certifying, admissible in evidence, where relevant, for
all purposes in an action, proceeding or prosecution.
Section 140 of the Act is amended by striking
out the word "commission" wherever it occurs and substituting the
word "superintendent".
89. Subsection 141(1) of the Act is repealed and
the following substituted:
Immunity of superintendent
and deputy superintendent
(1) An action or other proceeding for damages shall not be instituted against the
superintendent, the deputy superintendent or any of their employees, agents or
delegates for
an act done in good faith in the performance of a duty or in the
exercise or the intended exercise of a power under the securities law of the
province, or for a neglect or default in the performance or exercise in good
faith of that duty or power.
Section 142.1 of the Act is repealed and the
following substituted:
Exemption
142.1 Except
where exemption applications are otherwise provided for in the securities law
of the province, the superintendent may, on the application of an interested
person or company and where in the superintendent's opinion it would not be
that he or she may impose exempting the person or company from a requirement of
the securities law of the province.
91. (1) Subsections 144(1) and (2) of the Act are
repealed and the following substituted:
Superintendent's
direction
144. (1)The
superintendent may, where in his or her opinion to do so would not be
that he or she may impose revoking or varying decisions made by it under this
Act or the regulations.
(2) The superintendent may, where in his or her
opinion to do so would not be prejudicial to the public interest,
(
a) order that exemption orders, prospectus or
other receipts, registrations or other formal actions, collectively referred to
in this subsection as "specified actions", made, issued, promulgated
or taken by another securities commission or equivalent authority in Canada
specified in the order of the superintendent shall be valid and effective as if
made, issued, promulgated or taken by the superintendent under this act where
(
i) the specified action is within the classes or
satisfies the criteria set out in the order of the superintendent, and
(ii) a copy of the document evidencing the
specified action of the other securities commission or equivalent authority is
filed with the superintendent; and
(
b) order that the superintendent would accept
documents filed and orders made in other jurisdictions in satisfaction of the requirements
of this Act and the regulations as to a matter or class of matters specified in
the order.
(2) Subsection 144(3) of the Act is amended by
striking out the word "commission" wherever it occurs and
substituting the word "superintendent".
(1) Section 144.1 of the Act is amended by
striking out the introductory portion of subsection (1) and substituting the following:
Superintendent may
make rules
144.1
(1) The superintendent may, with the
approval of the minister, make rules with respect to the following:
(2) Paragraph 144.1(1)(
e) of the Act is amended by
(
a) striking out the word "commission"
wherever it occurs and substituting the word "superintendent"; and
(
b) striking out the word "its" and
substituting the words "his or her".
(3) Paragraph 144.1(1)(
g) is amended by striking
out the word "commission" and substituting the word
"superintendent".
(4) Paragraph 144.1(1)(
l) of the Act is amended by
striking out the word "commission" and substituting the word
"superintendent".
(5) Paragraph 144.1(1)(
u) of the Act is repealed
and the following substituted:
(
u) prescribing the circumstances in which the
superintendent shall refuse to issue a receipt for a prospectus, and prohibiting
the issuance of a receipt in those circumstances;
(6) Subparagraph 144.1(1)(w)(iii) of the Act is
amended by striking out the word "commission" and substituting the
word "superintendent".
(7) Subparagraph 144.1(1)(y)(
i) of the Act is
amended by striking out the word "commission" and substituting the
word "superintendent".
(8) Subparagraph 144.1(1)(ee)(
v) of the Act is
repealed and the following substituted:
(
v) prescribing matters affecting a fund that
require the approval of security holders of the fund or the superintendent,
including, in the case of security holders, the level of approval,
(9) Paragraph 144.1(1)(jj) of the Act is amended
by striking out the word "commission" and substituting the word
"superintendent".
(10) Paragraph 144.1(1)(nn) of the Act is repealed
and the following substituted:
(nn) respecting the conduct of the superintendent,
the deputy superintendent and their employees, agents and delegates in relation
to the duties and responsibilities and discretionary powers under this Act,
including the conduct of investigations carried out under
Part VI;
(11) Paragraph 144.1(1)(oo) of the Act is amended
by striking out the word "commission" wherever it occurs and
substituting the word "superintendent".
(12) Paragraph 144.1(1)(uu) of the Act is amended
(
a) striking out the word "commission"
and substituting the word "superintendent"; and
(
b) striking out the words and comma "the
Director of Securities,".
(13) Paragraph 144.1(2)(
a) of the Act is amended by
striking out the word "commission" and substituting the word
"superintendent".
(14) Subsection 144.1(4) of the Act is amended by
striking out the words "Director of Securities" and substituting the
word "superintendent".
(15) Subsection 144.1(6) of the Act is amended by
striking out the word "commission" and substituting the word
"superintendent".
(16) Paragraph 144.1(7)(
c) of the Act is amended by
(
a) striking out the word "commission"
and substituting the word "superintendent"; and
(
b) striking out the words "or the Director
of Securities".
Section 144.2 of the Act is amended by striking
out the word "commission" wherever it occurs and substituting the
word "superintendent".
Section 146 of the Act is repealed.
Earl G. Tucker, Queen's Printer