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
(c) compel witnesses
to produce books, records, documents and things or classes of books, records,
documents and things.
(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
(c) compel witnesses to produce books, records,
documents and things or classes of books, records, documents and things.
(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
(c) any person or company affected by the
administration of the decision.
(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.
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