Projet de loi no 60
Securities Act (amended)
An Act to Amend Chapter 418 of the Revised Statutes, 1989, the Securities Act
Déposé par :
L'honorable Diana C. Whalen
Minister of Finance and Treasury Board
|Première lecture||22 avril 2014
(en anglais seulement)
|Débats en deuxième lecture||24 avril 2014|
|Adoption en deuxième lecture||24 avril 2014|
|Comité des modifications des lois|
|Date(s) de réunion||28 avril 2014|
|Rapport à la Chambre||29 avril 2014|
|Comité plénier||29 avril 2014|
|Débats de la troisième lecture|
|Débats de la troisième lecture||1 mai 2014|
|Sanction royale||1 mai 2014|
|Prise d'effet||1 mai 2014; except clauses 1(a), (b) and (d) to (k) and Sections 2, 4, 6 to 16, 18 to 22, 24 and 27 to 32: February 17, 2016.|
|2014 Statutes, Chapter 28||Voir (en anglais seulement)|
Note explicative (en anglais seulement)
(a) amends the definitions of “adviser”, “dealer”, “security” and “trade or trading” in order to facilitate the regulation of derivatives;
(b) adds definitions of “class of derivatives”, “derivative”, “derivatives trade repository”, “derivatives trading facility” and “related derivative” in order to facilitate the regulation of derivatives;
(c) amends the definition of “associate” to reflect the current legal standing of same-sex couples; and
(d) adds the definition of “clearing agency” to facilitate the regulation of both securities and derivatives.
Clause 2 broadens the Nova Scotia Securities Commission’s investigation powers to include the investigation of derivatives.
Clause 3 authorizes the Commission to disclose confidential information with notice, and without notice in certain limited circumstances, if the Commission is satisfied it would be in the public interest.
Clause 4 adds the regulation of derivatives to the powers of the Commission to make an order to retain funds, securities or other property.
Clause 5 authorizes the Commission to appoint a compliance examiner to examine the operations of a regulatory body recognized by the Commission.
Clause 6 adds derivatives to the types of instruments subject to the prescribed process relating to solicitor-client privilege.
Clause 7 adds derivatives to the types of trades that can be made by a recognized self-regulatory organization.
Clause 8 allows the Commission to designate a contract or instrument to be, or not to be, a derivative or security for harmonization with a determination made in another jurisdiction.
(a) facilitates the regulation of derivatives by authorizing the Commission to
(i) recognize regulatory organizations,
(ii) require persons or companies who carry on business as an exchange, quotation and trade reporting system, clearing agency, derivatives trading facility or derivatives trade repository to be recognized by the Commission, and
(iii) make orders with respect to the regulation of derivatives; and
(b) provides that a derivatives trade is not void only by reason that the transaction did not comply with the Act.
Clause 10 allows the Director to restrict a registration to trade in certain derivatives.
Clause 11 adds certain types of derivatives to the possible exemptions from registration.
Clause 12 authorizes the Commission to restrict calls made to residences for the purpose of trading in derivatives.
Clause 13 adds derivatives to the rules respecting prohibited representations in connection with a trade in a security.
Clause 14 adds trading or holding a derivative to the Section prohibiting a person or company from engaging in an unfair practice.
Clause 15 prohibits certain representations relating to a derivative or an underlying interest of a derivative.
(a) authorizes the Commission to order a registered dealer to provide it with copies of proposed advertising and sales literature; and
(b) amends the definition of “sales literature” to be consistent with the Securities Act (Ontario).
Clause 17 amends the rules with respect to statements required to be disclosed in an offering memorandum.
Clause 18 authorizes the Commission to make an order exempting a derivative from the registration and prospectus requirements.
Clause 19 expands the concept of “special relationship” to include
(a) a person or company that is considering or evaluating a take-over bid or corporate reorganization involving the reporting issuer;
(b) a person or company that is considering or evaluating whether to engage in any business or professional activity with or on behalf of the reporting issuer or others in a “special relationship” with the reporting issuer; and
(c) employees, directors and officers of a subsidiary or parent of the reporting issuer, in relation to prohibitions on insider trading where there is a material fact or change that has not been generally disclosed.
(a) extends the prohibition on market manipulation and fraud to attempts at market manipulation and fraud; and
(b) facilitates the regulation of derivatives.
Clause 21 adds derivatives to the Section prohibiting the making of misleading or untrue statements.
Clause 22 adds derivatives to the Section authorizing the Commission to make enforcement orders.
(a) enables the Commission or Director to order that an issuer, without an opportunity to be heard, cease trading with respect to securities;
(b) specifies the conditions under which such an order can be made;
(c) provides for revocation of the order once the required disclosure documents are filed; and
(d) requires notice of an order or revocation to be sent to any directly affected person or company.
Clause 24 contains amendments consequential to the amendments in Clause 19 and relates to the liability of a person or company as a result of a special relationship with a reporting issuer and knowledge of a material fact or material change not generally disclosed.
Clauses 25 and 26 replace “stock exchange” with “exchange” for consistency with the Securities Act (Ontario).
Clause 27 adds derivatives to the Section that relates to the filing and inspection of materials and the sharing of information.
Clause 28 adds derivatives to the definitions used to streamline securities regulation across Canada and ensure that provincial decisions have equal effect in other jurisdictions.
Clause 29 adds derivatives to the Section that authorizes the Commission to order an exemption from Nova Scotia securities laws.
Clause 30 facilitates the regulation of derivatives where another provincial securities commission has made a substantially similar decision regarding the derivative.
Clause 31 allows the Commission to delegate authority to act with immunity with respect to a derivatives trading facility to another provincial securities commission.
Clause 32 gives the Commission authority to act under another provincial authority, with immunity, with respect to a derivatives trading facility if authority has been so delegated by another provincial securities commission.
Clause 33 amends the regulation-making power of the Governor in Council and the rule-making power of the Commission by
(a) removing a reference to a repealed Section;
(b) adding a clause to
(i) allow regulating the trading of derivatives,
(ii) prescribe when something is a security,
(iii) prescribe when something is a derivative,
(iv) prescribe when something is not a derivative,
(v) regulate clearing agencies, derivatives trading facilities and derivatives trade repositories,
(vi) require disclosure of documents and prescribe the form, content and circumstances in which a disclosure document is deemed accepted,
(vii) regulate the transfer and pledging of securities or the trading of derivatives, and
(viii) allow the prescribing of circumstances in which a person or company is prohibited from trading or purchasing securities or derivatives;
(c) adding “derivative” or “derivatives” to clauses dealing with securities; and
(d) adding power to prescribe use of a disgorged amount obtained as a result of non-compliance.
Clause 34 adds derivatives to the other matters in respect of which regulations or rules may be made.
Clause 35 repeals two Sections of an unproclaimed amending Act that are no longer relevant.
Clause 36 provides that parts of this Act come into force upon proclamation.