Statutes of Newfoundland and Labrador 2021 Chapter 23

Be it enacted by the Lieutenant-Governor and House of Assembly in Legislative Session convened, as follows:

RSNL1990 cS-13
as amended

1. (1) Subsection 14(1) of the Securities Act is amended by deleting the words "Trial Division" wherever they appear and substituting the words "Supreme Court".

(2) Subsection 14(4) of the Act is amended by deleting the words "Trial Division" and substituting the words "Supreme Court".

2. Subsection 14.1(1) of the Act is amended by deleting the words "Trial Division" and substituting the words "Supreme Court".

3. The Act is amended by adding immediately after section 25 the following:

Investigation by recognized self-regulatory organizations

25.01 (1) Where a recognized self-regulatory organization is empowered under its bylaws or rules to conduct investigations, the recognized self-regulatory organization may appoint an investigator.

(2) An investigator conducting an investigation under this section has the same power vested in a judge of the Supreme Court to

(a) summon and enforce the attendance of witnesses;

(b) compel witnesses to give evidence under oath or in any other manner; and

(3) On application to the Supreme Court by an investigator, the failure or refusal of a person or company to attend, take an oath, answer questions or produce books, records, documents and things or classes of books, records, documents and things in the custody, possession or control of the person or company makes the person or company liable to be committed for contempt as if in breach of an order or judgment of the Supreme Court.

(4) A person giving evidence at an investigation conducted under this section may be represented by legal counsel and may claim privilege to which the person or company is entitled.

Hearing by recognized self-regulatory organizations

25.02 (1) Where a recognized self-regulatory organization is empowered under its by-laws or rules to conduct hearings, the recognized self-regulatory organization has the same power vested in a judge of the Supreme Court to

(a) summon and enforce the attendance of witnesses;

(b) compel witnesses to give evidence under oath or in any other manner; and

(2) On application to the Supreme Court by an investigator, the failure or refusal of a person or company to attend, take an oath, answer questions or produce books, records, documents and things or classes of books, records, documents and things in the custody, possession or control of the person or company makes the person or company liable to be committed for contempt as if in breach of an order or judgment of the Supreme Court.

(3) A person giving evidence at a hearing conducted under this section may be represented by legal counsel and may claim privilege to which the person or company is entitled.

(4) A recognized self-regulatory organization may receive in evidence any statement, document, book, record, information or thing that, in its opinion, is relevant to the matter before it, whether or not the statement, document, book, record or thing is given or produced under oath or would be admissible as evidence in a court of law.

Review of decision of recognized self-regulatory organization

25.03 (1) In this section and section 25.04, "decision" means, in relation to a recognized self-regulatory organization,

(a) a decision, order, ruling or direction of the recognized self-regulatory organization made under the internal regulating instruments of the recognized self-regulatory organization; and

(b) a decision of the recognized self-regulatory organization made under a power or duty delegated to the recognized self-regulatory organization by the superintendent.

(2) A person or company who is directly affected by a decision of a recognized self-regulatory organization, or by the administration of a decision of a recognized self-regulatory organization, may request, and is entitled to, a review of the decision by the superintendent where the person or company

(a) submits the request for review no later than 30 days after receiving notice of the decision; and

(b) provides notice to the recognized self-regulatory organization that made the decision no later than 30 days after receiving notice of the decision.

(3) The superintendent may, on the superintendent's own initiative, review a decision of a recognized self-regulatory organization by giving notice, no later than 30 days after the date the superintendent was informed of the decision, to

(a) the recognized self-regulatory organization that made the decision;

(b) any person or company directly affected by the decision; and

(4) The recognized self-regulatory organization is a party to a review of a decision of the recognized self-regulatory organization that is conducted by the superintendent under this section.

(5) The superintendent may decide the nature and extent of the review conducted under this section and may conduct

(a) a partial or full hearing or rehearing of the matter subject to review; or

(b) a review based on documents only.

(6) Following a review under this section, the superintendent may confirm, vary or revoke the decision reviewed and may make any decision the recognized self-regulatory organization could have made acting under

(a) the power or duty delegated to the recognized self-regulatory organization; or

(b) the internal regulating instruments of the recognized regulatory organization.

(7) A decision of a recognized self-regulatory organization takes effect immediately notwithstanding a request for a review or giving of notice by the superintendent of the intention to conduct a review, unless the recognized self-regulatory organization or superintendent suspends the decision pending the review.

Filing decision of recognized self-regulatory organization with Supreme Court

25.04 (1) Where the time period for a review referred to in section 25.03 has expired and a review of the decision of the recognized self-regulatory organization has not been requested or initiated, the recognized self-regulatory organization may file a certified copy of its decision with the Supreme Court.

(2) Where the superintendent has made an order confirming or varying the decision, ruling or order after a review, a recognized self-regulatory organization may file a certified copy of the decision with the Supreme Court.

(3) A decision, ruling or order filed under subsection (1) or (2) has the same force and effect as if it were a judgment of the Supreme Court.

4. Subparagraph 90(a)(v) of the Act is amended by deleting the words "Trial Division" and substituting the words "Supreme Court".

5. (1) Subsection 94(1) of the Act is repealed and the following substituted:

Application to Supreme Court

94. (1) An interested person may apply to the Supreme Court and, if the Supreme Court is satisfied that a person or company has not complied with this Part or the rules, the Supreme Court may make an interim or final order as it sees fit, including an order

(a) compensating an interested person who is a party to the application for damages suffered as a result of a contravention of this Part or the rules;

(b) rescinding a transaction with an interested person, including the issue of a security or a purchase and sale of a security;

(c) requiring a person or company to dispose of securities acquired under or in connection with a take-over bid or issuer bid;

(d) prohibiting a person or company from exercising any or all of the voting rights attached to securities; and

(e) requiring the trial of an issue.

(2) Paragraph 94(2)(b) of the Act is amended by deleting the words "Trial Division" and substituting the words "Supreme Court".

6. (1) Subsection 126(1) of the Act is amended by deleting the words "Trial Division" and substituting the words "Supreme Court".

(2) Subsection 126(5) of the Act is amended by deleting the words "Trial Division" and substituting the words "Supreme Court".

7. The Act is amended by adding immediately after section 127 the following:

Extra-provincial orders and agreements

127.01 (1) An order made by a securities regulatory authority in Canada imposing sanctions, conditions, restrictions or requirements on a person or company has the same effect in the province, without notice to the person or company and without a hearing or opportunity to be heard, as if it were an order made by the superintendent, with the modifications the circumstances require, where

(a) the superintendent has the power to make a similar order under paragraphs 127(1)(a) to (c) and (f) to (k); and

(b) the order has been made as a result of

(i) a finding or an admission of a contravention of laws respecting the trading in securities or derivatives, or

(ii) conduct contrary to the public interest.

(2) Where a person or company is subject to sanctions, conditions, restrictions or requirements under an agreement with a securities regulatory authority in Canada, those sanctions, conditions, restrictions or requirements apply to that person or company, without notice to that person or company and without a hearing or opportunity to be heard, as if the agreement had been made with the superintendent, with the modifications as the circumstances require, where the agreement has been made as a result of

(a) a finding or an admission of a contravention of laws respecting the trading in securities or derivatives; or

(b) conduct contrary to the public interest.

(3) Subsections (1) and (2) do not apply where an order made by, or an agreement entered into with, a securities regulatory authority in Canada is solely based on

(a) an order issued by another securities regulatory authority in Canada imposing sanctions, conditions, restrictions or requirements; or

(b) an agreement with another securities regulatory authority in Canada to be subject to sanctions, conditions, restrictions or requirements.

(4) Subsections (1) and (2) cease to apply where an order made by, or an agreement entered into with, a securities regulatory authority in Canada imposing sanctions, conditions, restrictions or requirements on a person or company is overturned, vacated, revoked or otherwise held to be of no effect under the applicable laws.

(5) Where an order made by, or agreement entered into with, a securities regulatory authority in Canada has been varied or amended in accordance with applicable laws, subsections (1) and (2) apply to the order or agreement as varied or amended.

(6) On application by a person or company directly affected by a sanction, condition, restriction or requirement in an order or agreement made effective in the province under subsection (1) or (2), the superintendent may, after providing the person or company an opportunity to be heard, make an order respecting the application of subsection (1) or (2).

(7) A person or company shall not be liable to pay to the superintendent or other person, as a result of the operation of subsection (1) or (2), an administrative penalty or any other amount the person or company is liable to pay under the order made by a securities regulatory authority in Canada imposing sanctions, conditions, restrictions or requirements on the person or company.

(8) A person or company shall comply with an order made effective in the province under subsection (1) or an agreement made effective in the province under subsection (2) or an order made by the superintendent under subsection (6).

(9) A person or company does not commit an offence under subsection (8) where that person or company did not know and in the exercise of reasonable diligence would not have known that the act or course of conduct which that person or company engaged in caused the person or company to fail to comply with that subsection.

8. Subsection 128.1(1) of the Act is amended by deleting the words "Trial Division" and substituting the words "Supreme Court".

9. Subsection 128.2(1) of the Act is amended by deleting the words "Trial Division" and substituting the words "Supreme Court".

10. (1) Subsection 135(1) of the Act is amended by deleting the words "Trial Division" and substituting the words "Supreme Court".

(2) Subsection 135(2) of the Act is amended by deleting the words "Trial Division" and substituting the words "Supreme Court".

11. (1) Subsection 141(1) of the Act is repealed and the following substituted:

Immunity

141. (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.

(2) Section 141 of the Act is amended by adding immediately after subsection (1) the following:

(1.1) An action or other proceeding for damages shall not be instituted against a recognized self-regulatory organization or any of its 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.