Bill No. 32
Securities Act (amended)
An Act to Amend Chapter 418 of the Revised Statutes, 1989, the Securities Act
Honourable Graham Steele
Minister responsible for the Securities Act
|First Reading||April 19, 2012|
|Second Reading Debates||April 30, 2012|
|Second Reading Passed||April 30, 2012|
|Law Amendments Committee|
|Meeting Date(s)||May 2, 2012|
|Reported to the House||May 3, 2012|
|Committee of the Whole House||May 4, 2012|
|Third Reading Debates|
|Third Reading||May 4, 2012|
|Royal Assent||May 17, 2012|
|Commencement||May 17, 2012; except Clause 1(c) and Sections 15, 19 and 20, which come into force by proclamation|
|2012 Statutes, Chapter 34||View|
(a) deletes the definition of “Chairman” and replaces it with a definition of “Chair”; and
(b) updates the definition of “credit rating” to include a rating or class of ratings designated as a credit rating and exclude a rating or class of ratings designated as not being a credit rating, by an order made under Section 30A of the Securities Act;
(c) updates the definition of “credit rating organization” to include a person or company or class of persons or companies designated as a credit rating organization and exclude a person or company or class of persons or companies designated as not being a credit rating organization, by an order made under Section 30A;
(d) updates the definition of “offering memorandum” to include a document or class of documents designated as an offering memorandum and exclude a document or class of documents designated as not being an offering memorandum, by an order made under Section 30A; and
(e) updates the definition of “reporting issuer” to include an issuer or class of issuers designated as a reporting issuer and exclude an issuer or class of issuers designated as not being a reporting issuer, by an order made under Section 30A.
Clauses 2 to 9 modernize the wording of the Securities Act to use gender-neutral language.
Clause 10 provides that orders made under Section 30A of the Securities Act are not subject to a right of appeal.
Clause 11 modernizes the wording of the Securities Act to use gender-neutral language.
Clause 12 allows the Nova Scotia Securities Commission to make orders designating
(a) a rating or class of ratings as being, or not being, a credit rating;
(b) a person or company or a class of persons or companies as being, or not being, a credit rating organization;
(c) the minimum designated rating or ratings required from a credit rating organization; and
(d) a document or class of documents as being, or not being, an offering memorandum.
Clause 13 makes it explicit that a credit rating organization must apply to the Commission in order to be designated.
Clause 14 makes the prohibition on making representations without the written permission of the Director subject to certain exceptions.
Clause 15 allows for the delivery of a disclosure document to satisfy the prospectus delivery requirements prescribed by Nova Scotia securities laws.
Clause 16 adds an expanded definition of “reporting issuer” applicable to Section 82 of the Securities Act setting out the prohibitions on insider trading where there is a material fact or material change that has not been generally disclosed.
Clause 17 modernizes the wording of the Securities Act to use gender-neutral language.
(a) authorizes the Commission to order a prohibition on the acquisition of securities or the disgorgement of any amounts obtained as a result of non-compliance with Nova Scotia securities laws;
(b) provides that the Commission may make an order against a person or company found by a self-regulatory organization to have contravened the securities laws of a Canadian jurisdiction; and
(c) provides that the authority to order the disgorgement of any amounts obtained as a result of non-compliance with Nova Scotia securities laws does not apply to temporary orders made by the Commission without a hearing.
Clause 19 enables the Commission to make a rule to reduce the scope of liability for misrepresentation in an offering memorandum to harmonize the provision with those of other Canadian jurisdictions.
Clause 20 provides a right of action for rescission or damages to the purchaser of an investment fund security for a failure by the dealer or offeror to send or deliver the fund facts document in compliance with the regulations.
Clause 21 makes the definition of “reporting issuer” contained in clause 82(5)(b) of the Securities Act applicable to Section 142.
Clause 22 reinstates the right to rescind a contract if a registered dealer fails to disclose that the dealer is acting as principal in respect of the purchase or sale of the securities.
Clause 23 corrects a typographical error and provides the specific rule-making and regulation-making authority needed with respect to the delivery of a disclosure document to satisfy the prospectus delivery requirements of Nova Scotia securities laws.
Clause 24 provides that clause 1(c) and Sections 15, 19 and 20 of this Act come into force upon proclamation.