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Statutes of Newfoundland and Labrador 2004


Statutes of Newfoundland and Labrador 2004 Chapter 37

CHAPTER 37

AN ACT TO AMEND THE SECURITIES ACT

(Assented to December 16, 2004)

Analysis

1. S.2 Amdt.
Interpretation

2. S.3 R&S
Superintendent of Securities

3. S.4 Rep.
Commission staff

4. S.5 Amdt.
Financial Disclosure Advisory Board

5. S.6 Rep.
Appointment of experts

6. S.7 R&S
Deputy Superintendent of Securities

7. S.8 Amdt.
Refunds

8. S.9 Rep.
Notification of decision

9. S.10 Amdt.
Appeal

10. S.11 Rep.
Secretary

11. S.12 Amdt.
Investigation order

12. S.13 Amdt.
Financial examination order

13. S.16 Amdt.
Examination or seizure of documents where privilege claimed

14. S.17 Amdt.
Disposal of seized items

15. S.18 R&S
Report of investigation or examination

16. S.19 Amdt.
Non-disclosure

17. S.20 Amdt.
Disclosure by superintendent

18. S.22 Amdt.
Record-keeping

19. S.23 Amdt.
Compliance reviews

20. S.24 Amdt.
Stock exchanges

21. S.25 Amdt.
Self-regulatory organizations

22. S.25.1 Amdt.
Clearing agencies

23. S.25.2 Amdt.
Quotation and trade reporting system

24. S.25.3 Amdt.
Council, committee or ancillary body

25. S.25.4 Amdt.
Voluntary surrender

26. S.25.5 Amdt.
Assignment of powers and duties

27. S.25.7 Rep.
Review of decisions

28. S.25.8 Amdt.
Stock exchange auditor

29. S.25.10 Amdt.
Auditor of registrant

30. S.26 Amdt.
Registration for trading

31. S.27 Amdt.
Granting of registration

32. S.28 R&S
Suspension, cancellation, etc.

33. S.30 Amdt.
Application for registration

34. S.32 Amdt.
Further information

35. S.33 Amdt.
Residence

36. S.34 Amdt.
Notice of changes

37. S.36 Amdt.
Exemption of trades

38. S.37 Amdt.
Confirmation of trade

39. S.38 Amdt.
Order prohibiting calls to residences

40. S.39 Amdt.
Representations prohibited

41. S.47 R&S
Advertising approval by superintendent

42. S.51 Amdt.
Submission of advertising

43. S.52 Amdt.
Agreements

44. S.54 Amdt.
Prospectus required

45. S.56 Amdt.
Receipt for preliminary prospectus

46. S.58 Amdt.
Amendment to preliminary prospectus

47. S.59 Amdt.
Certificate by issuer

48. S.60 Amdt.
Certificate of underwriter

49. S.62 Amdt.
Issuance of receipt

50. S.63 Amdt.
Refiling of prospectus

51. S.64 Amdt.
Short form prospectus

52. S.65 Amdt.
Orders to provide information

53. S.66 Amdt.
"Waiting period" defined

54. S.69 Amdt.
Defective preliminary prospectus

55. S.70 Amdt.
Material given on distribution

56. S.71 R&S
Order to stop trading

57. S.73 Amdt.
Prospectus not required

58. S.74 Amdt.
Prospectus not required

59. S.75 Amdt.
Exemption order

60. S.76 Amdt.
Publication of material change

61. S.81 Amdt.
Relief against certain requirements

62. S.84 R&S
Order relieving small reporting issuer

63. S.84.1 R&S
Considering an issuer to be a reporting issuer

64. S.84.2 Amdt.
Considering a trade to be a distribution

65. S.89 Amdt.
Compliance with laws of other jurisdictions

66. S.90 Amdt.
Definitions

67. S.94 Amdt.
Exempted take-over bids

68. S.95 Amdt.
Definition

69. S.101 Amdt.
Commencement of take-over bid

70. S.105 Amdt.
Applications to superintendent

71. S.109 Amdt.
Report of transfer by insider

72. S.110 Amdt.
Report of transfer by insider

73. S.114 Amdt.
Relieving orders

74. S.116 Amdt.
Fees on investment

75. S.118 Amdt.
Filing by management companies

76. S.119 Amdt.
"Responsible person" defined

77. S.121 Amdt.
Filing in other jurisdiction

78. S.122 Amdt.
Offences, general

79. S.126 Amdt.
Interim preservation of property

80. S.127 Amdt.
Orders in the public interest

81. S.128 Rep.
Payment of investigation costs

82. S.128.1 Amdt.
Applications to court

83. S.128.2 Amdt.
Appointment of receiver, etc.

84. S.130 Amdt.
Liability for misrepresentation in prospectus

85. S.131 Amdt.
Liability for misrepresentation in circular

86. S.135 Amdt.
Action by commission on behalf of issuer

87. S.139 R&S
Admissibility of certified statements

88. S.140 Amdt.
Filing and inspection of material

89. S.141 Amdt.
Immunities of superintendent and deputy superintendent

90. S.142.1 R&S
Exemption

91. S.144 Amdt.
Superintendentís direction

92. S.144.1 Amdt.
Superintendent may make rules

93. 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;

 

2. 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.

 

3. Section 4 of the Act is repealed.

 

4. Section 5 of the Act is amended by striking out the word "commission" wherever it occurs and substituting the word "superintendent".

 

5. Section 6 of the Act is repealed.

 

6. 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.

 

7. Section 8 of the Act is amended by striking out the words "Director of Securities" wherever they occur and substituting the word "superintendent".

 

8. 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".

 

10. 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".

 

15. Section 18 of the Act is repealed and the following substituted:

Report of investigation or examination

18. (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

20. (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 18.

(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".

 

19. Section 23 of the Act is amended by striking out the word "commission" wherever it occurs and substituting the word "superintendent".

 

20. 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".

 

22. (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".

 

23. (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".

 

25. Section 25.4 of the Act is amended by striking out the word "commission" wherever it occurs and substituting the word "superintendent".

 

26. (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.

 

27. 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".

 

29. (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".

 

30. Section 26 of the Act is amended by striking out the word "director" wherever it occurs and substituting the word "superintendent".

 

31. Section 27 of the Act is amended by striking out the word "director" wherever it occurs and substituting the word "superintendent".

 

32. Section 28 of the Act is repealed and the following substituted:

Suspension, cancellation etc.

28. (1) The superintendent, after giving the registrant notice and an opportunity to be heard, may suspend, cancel, restrict or impose terms and conditions upon the 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, accept, subject to the terms and conditions that he or she may impose, the voluntary 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.

 

33. Section 30 of the Act is amended by striking out the word "commission" and substituting the word "superintendent".

 

34. Section 32 of the Act is amended by striking out the words "Director of Securities" wherever they occur and substituting the word "superintendent".

 

35. Section 33 of the Act is amended by striking out the words "Director of Securities" wherever they occur and substituting the word "superintendent".

 

36. 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) and subparagraph 36(2)(a)(v) of the Act are 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".

 

41. 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".

 

43. 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".

 

45. 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 to the terms and conditions that he or she may impose, the times provided by 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.

 

52. 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".

 

54. Section 69 of the Act is amended by striking out the words "Director of Securities" wherever they occur and substituting the word "superintendent".

 

55. Section 70 of the Act is amended by striking out the words "Director of Securities" wherever they occur and substituting the word "superintendent".

 

56. Section 71 of the Act is repealed and the following substituted:

Order to stop trading

71. (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) of the Act is amended by striking out the word "commission" where it first occurs 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" wherever it occurs 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" wherever it occurs 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".

 

61. Section 81 of the Act is amended by striking out the word "commission" wherever it occurs and substituting the word "superintendent".

 

62. 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 province, the superintendent may order, subject to the terms and conditions 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.

 

63. 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.

 

64. 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".

 

66. (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

105. (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 issue, subject to the terms and conditions that he or she may impose, an order

(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 may, subject to the terms and conditions that he or she may impose" and by striking out the word "commission" and substituting the word "superintendent".

 

71. Section 109 of the Act is amended by striking out the word "commission" and substituting the word "superintendent".

 

72. Section 110 of the Act is amended by striking out the word "commission" and substituting the word "superintendent".

 

73. 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, subject to the terms and conditions that he or she may impose, that subsection (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.

 

81. Section 128 of the Act is repealed.

82. (1) Subsection 128.1(1) of the Act is amended by striking out the word "commission" and substituting the word "superintendentí.

(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".

 

83. (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

135. (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".

 

87. 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.

 

88. 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

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.

 

90. 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 superintendentís opinion it would not be prejudicial to the public interest, make an order on the terms and conditions 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:

Superintendentís direction

144. (1)The superintendent may, where in his or her opinion to do so would not be prejudicial to the public interest, make an order on the terms and conditions 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".

 

92. (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" wherever it occurs 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 by

(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".

 

93. Section 144.2 of the Act is amended by striking out the word "commission" wherever it occurs and substituting the word "superintendent".

 

94. Section 146 of the Act is repealed.

 

 

 

 

 

 

 

 

©Earl G. Tucker, Queen's Printer