Bill S-208
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TABLE OF PROVISIONS
AN ACT TO REGULATE SECURITIES AND TO PROVIDE FOR A SINGLE SECURITIES COMMISSION FOR CANADA
SHORT TITLE
1. Short title
INTERPRETATION
2. Definitions
3. Purposes of Act
PART I
THE COMMISSION
4. Principles to consider
5. Commission established
6. Board of directors
7. Powers of the Commission
8. Powers re hearings
9. Commission staff
10. Memorandum of understanding
11. Minister’s request for information
12. Fiscal year
13. Annual report
14. Non-application of certain Acts
PART II
FINANCIAL DISCLOSURE ADVISORY BOARD
15. Financial Disclosure Advisory Board
PART III
APPOINTMENT OF EXPERTS
16. Appointment of experts
PART IV
EXECUTIVE DIRECTOR AND SECRETARY
17. Executive Director
18. Secretary
PART V
ADMINISTRATIVE PROCEEDINGS, REVIEWS AND APPEALS
19. Review of Director’s decision
20. Appeal of Commission’s decision
PART VI
INVESTIGATIONS AND EXAMINATIONS
21. Investigation order
22. Financial examination order
23. Power of investigator or examiner
24. Copying
25. Report of investigation or examination
26. Non-disclosure
27. Disclosure by Commission
28. Prohibition on use of compelled testimony
PART VII
RECORD-KEEPING AND COMPLIANCE REVIEWS
29. Record-keeping
30. Compliance reviews
31. Continuous disclosure reviews
PART VIII
SELF-REGULATION
32. Stock exchanges
33. Self-regulatory organizations
34. Prohibition
35. Quotation and trade reporting system
36. Council, committee or ancillary body
37. Voluntary surrender
38. Assignment of powers and duties
39. Contravention of Canadian securities law
40. Review of decisions
41. Stock exchange auditor
42. Auditor of member
43. Auditor of registrant
PART IX
REGISTRATION
44. Registration for trading
45. Granting of registration
46. Surrender
47. Subsequent applications
48. Application in writing
49. Address for service
50. Further information
PART X
EXEMPTIONS FROM REGISTRATION REQUIREMENTS
51. Exemptions of advisers
52. Exemption of trades
PART XI
TRADING IN SECURITIES GENERALLY
53. Confirmation of trade
54. Order prohibiting calls to residences
55. Representations prohibited
56. Where dealer is principal
57. Disclosure of financial interest of advisers and dealers
58. Disclosure of underwriting liability
59. Use of name of another registrant
60. Registration not to be advertised
61. Holding out by unregistered person
62. Advertising approval by Commission
63. Margin contracts
64. Declaration as to short position
65. Shares in name of registrant not to be voted
66. Submission of advertising
PART XII
PROSPECTING SYNDICATES
67. Prospecting syndicate agreements
PART XIII
PROSPECTUSES — DISTRIBUTION
68. Prospectus required
69. Preliminary prospectus
70. Receipt for preliminary prospectus
71. Full, true and plain disclosure required
72. Amendment to preliminary prospectus on material change
73. Certificate by issuer
74. Certificate of underwriter
75. Statement of rights
76. Issuance of receipt
77. Definition
78. Forms of prospectus
79. Orders to furnish information re distribution to public
PART XIV
DISTRIBUTION — GENERALLY
80. Definition
81. Distribution of preliminary prospectus
82. Distribution list
83. Defective preliminary prospectus
84. Material given on distribution
85. Order to cease trading
86. Obligation to deliver prospectus
PART XV
EXEMPTIONS FROM PROSPECTUS REQUIREMENTS
87. Prospectus not required
88. Prospectus not required
89. Exemption order
PART XVI
CONTINUOUS DISCLOSURE
90. Publication of material change
91. Trading where undisclosed change
92. Interim financial statements
93. Comparative financial statements
94. Delivery of financial statements to security holders
95. Relief against certain requirement
96. Filing of information circular
97. Filing of documents filed in another jurisdiction
PART XVII
PROXIES AND PROXY SOLICITATION
98. Definitions
99. Mandatory solicitation of proxies
100. Information circular
101. Voting where proxies
102. Compliance with laws of other jurisdiction
PART XVIII
TAKEOVER BIDS AND ISSUER BIDS
INTERPRETATION
103. Definitions
104. Deemed beneficial ownership
105. Acting jointly or in concert
106. Application to direct and indirect offers
BID INTEGRATION RULES FOR FORMAL BIDS
107. Definition
108. Restrictions on acquisitions during formal takeover bid
109. Restrictions on acquisitions before formal takeover bid
110. Restrictions on acquisitions after formal bid
111. Prohibition on sales during formal bid
MAKING A FORMAL BID
112. Duty to make bid to all security holders
113. Takeover bid
114. Duty to prepare and send offeror’s circular
115. Change in information
116. Variation of terms
117. Filing and sending notice of change or variation
118. Change or variation in advertised takeover bid
119. Consent of expert, bid circular
120. Delivery and date of bid documents
OFFEREE ISSUER’S OBLIGATIONS
121. Duty to prepare and send directors’ circular
122. Notice of change
123. Filing directors’ circular or notice of change
124. Individual director’s or officer’s circular
125. Consent of expert, directors’ circular, etc.
126. Methods of delivery of offeree issuer’s documents
OFFEROR’S OBLIGATIONS
127. Consideration
128. Prohibition against collateral agreements
129. Proportionate take-up and payment
130. Financing arrangements
BID MECHANICS
131. Minimum deposit period
132. Withdrawal of securities
133. Effect of market purchases
134. Obligation to take up and pay for deposited securities
135. Expiry of the bid
136. Return of deposited securities
137. News release on expiry of bid
138. Filing of documents
139. Certification of bid circulars
140. Obligation to provide security holder list
EXEMPT TAKEOVER BIDS
141. Normal course purchase exemption
142. Private agreement exemption
143. Non-reporting issuer exemption
144. Foreign takeover bid exemption
145. Exemption, fewer than fifty beneficial owners
146. Restriction, required disclosure
147. Exemption by regulation
EXEMPT ISSUER BIDS
148. Issuer acquisition or redemption exemption
149. Employee, executive officer, director and consultant exemption
150. Designated exchange
151. Non-reporting issuer exemption
152. Foreign issuer bid exemption
153. Exemption, fewer than fifty beneficial owners
154. Restriction, required disclosure
155. Exemption by regulation
EARLY WARNING SYSTEM
156. Definitions
157. 10 per cent rule
158. Acquisitions during a bid by an acquiror, 5 per cent rule
APPLICATIONS AND EXEMPTIONS
159. Definition
160. Application to the Commission
161. Application to the court
PART XIX
INSIDER TRADING AND SELF-DEALING
162. Definitions
163. Insider reporting
164. Report of transfer by insider
165. Definition
166. Loans of mutual funds in Canada
167. Indirect investment
168. Relieving orders
169. Exception
170. Fees on investment
171. Standard of care, investment fund managers
172. Filing by management companies
173. Definition
174. Trades by mutual fund insiders
175. Publication of summaries of reports
176. Filing in other jurisdiction
177. Authorized exceptions to prohibitions
PART XX
GOVERNANCE AND OTHER REQUIREMENTS
178. Definition
179. Governance of reporting issuers
180. Oversight, etc., of investment funds
PART XXI
ENFORCEMENT
181. Offences, general
182. Additional remedies
183. Information containing more than one offence
184. Interim preservation of property
185. Fraud and market manipulation
186. Misleading or untrue statements
187. Orders in the public interest
188. Payment of investigation costs
189. Applications to court
190. Appointment of receiver, etc.
191. Limitation period
192. Directors and officers
PART XXII
CIVIL LIABILITY
193. Liability for misrepresentation in prospectus
194. Liability for misrepresentation in offering memorandum
195. Liability for misrepresentation in circular
196. Standard of reasonableness
197. Defence to liability for misrepresentation
198. Liability of dealer or offeror
199. Liability where material fact or change undisclosed
200. Action by Commission on behalf of issuer
201. Rescission of contract
202. Rescission of purchase of mutual fund security
203. Limitation periods
PART XXIII
CIVIL LIABILITY FOR SECONDARY MARKET DISCLOSURE
INTERPRETATION AND APPLICATION
204. Definitions
205. Application
LIABILITY
206. Documents released by responsible issuer
207. Non-core documents and public oral statements
DAMAGES
208. Assessment of damages
209. Proportionate liability
PROCEDURAL MATTERS
210. Limits on damages
211. Leave to proceed
212. Notice
213. Restriction on discontinuation, etc., of action
214. Costs
215. Power of the Commission
216. No derogation from other rights
217. Limitation period
PART XXIV
GENERAL PROVISIONS
218. Admissibility in evidence of certified statements
219. Filing and inspection of material
220. Immunity of Commission and officers
221. Application to Her Majesty
222. Rules
223. Publication of proposed rules
224. Delivery of rules to Minister
225. When rules effective
226. Returned for consideration
227. Publication
228. Studies
229. Policies of the Commission
230. Priorities
231. Memorandum of understanding
232. General orders prohibited
233. Appointment of first advisory committee
234. Confidential information
235. Electronic communication
236. Revocation or variation of decision
237. No privilege
238. Exemption
239. Costs
240. Decision under more than one provision
241. Enforcement of Commission decision
242. Application for letters of request
243. Exchange of information
244. Review of Act
COMING INTO FORCE
245. Order of Governor in Council