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S-5.5
- Securities Act
Detailled Table of Contents
Document at 8 September 2015
Securities Act
1
DEFINITIONS AND INTERPRETATION
1
Definitions and interpretation
1.01
Use of “vérification” and “audit”
1.1
Designation orders
2
Purposes of Act
2
COMMISSION
3
Commission
4
Administration of Act
5
Guiding principles
6
Head office
7
Members of the Commission other than the Chair
7.1
Supplementary members of the Commission
8
Chair
9
Remuneration and expenses
10
Continuation in office
11
Removal from office
12
Vacancy or temporary absence
13
Quorum
14
Employees
15
Executive Director
16
Delegation of powers and duties of Executive Director
17
Secretary
18
Agreement for services
19
Appointment of experts
20
Immunity
21
Indemnity
22
By-laws
23
Power regarding hearings
23.1
Hearing panels of the Commission
24
Delegation of Commission powers and duties
25
Financial matters
26
Self-financing
27
Budget
28
Business plan
29
Minister’s request for information
30
Fiscal year and financial statements
31
Audit
32
Annual report
33
New Brunswick Securities Commission Securities Policy Advisory Committee
3
SELF-REGULATORY ORGANIZATIONS AND OTHER REGULATED ENTITIES
34
Interpretation
35
Recognition
36
Exchanges and clearing agencies required to be recognized
37
Designated exchange
38
Duty to regulate
38.1
Auditor oversight body’s duty to regulate
38.2
Auditor oversight body may adopt rules
38.3
Auditor oversight body may require disclosure
38.4
Auditor oversight body and personnel not compellable
39
Powers of the Commission
40
Voluntary surrender
41
Delegation of powers and duties
42
Council, committee or ancillary body
43
Contravention of New Brunswick securities law
44
Review of decisions
44.01
Immunity
44.02
Exemption order
3.1
CREDIT RATING ORGANIZATIONS
44.1
Designation
44.2
Duty to comply with prescribed requirements
44.3
Commission not involved in credit rating
4
REGISTRATION
45
Registration required
46
Registration not required for designated employees
47
Application
48
Registration
48.1
Service of notices
49
Subsequent application
50
Further information
51
Surrender of registration
52
Suspension of registration
53
Order suspending or cancelling registration
54
Duty of Care
55
Exemption order
5
TRADING IN SECURITIES OR DERIVATIVES GENERALLY
56
Confirmation of trade
57
Calls to residences
58
Prohibited representations
58.1
Important statement
58.2
Unfair practices prohibited
59
Registered dealer acting as principal
60
Disclosure of financial interest of registered advisers and dealers
61
Disclosure of underwriting liability
62
Disclosure of investor relations activities
63
Use of name of another registrant
64
Prohibited representation or statement
65
Representation respecting approval of Commission or employee
66
Margin contracts
67
Declaration as to short position
68
Submission of advertising and sales literature
69
Fraud and market manipulation
70
Prospecting syndicate agreements
5.1
EXCHANGE CONTRACTS
Repealed: 2013, c.43, s.26
70.1
Trading in an exchange contract on an exchange in New Brunswick
70.2
Trading in an exchange contract on an exchange outside New Brunswick
5.2
DERIVATIVES
70.3
Derivative trade not void
70.4
Decisions on derivatives
70.5
Exemption order
6
PROSPECTUS AND DISTRIBUTION
71
Filing of preliminary prospectus and prospectus required
72
Form and content of preliminary prospectus
73
Receipt for preliminary prospectus
74
Contents of prospectus
75
Receipt for prospectus
76
Amendment to preliminary prospectus
77
Amendment to prospectus
78
Distribution of securities after lapse date
79
Other forms of prospectus
80
Exemption order
81
Orders to provide information regarding distribution
82
Distribution of material during waiting period
83
Distribution of preliminary prospectus
84
Distribution list
85
Defective preliminary prospectus
86
Material given on distribution
87
Order to cease trading
88
Obligation to deliver prospectus
7
CONTINUOUS DISCLOSURE
89
Continuous Disclosure
90
Interim financial statements and comparative financial statements
91
Delivery of financial statements to security holders
92
Exemption order
93
Filing of information circular
94
Filing of documents filed in another jurisdiction
95
Order relieving reporting issuer
96
Deeming an issuer to be a reporting issuer
97
List of defaulting reporting issuers
8
PROXIES ANDPROXY SOLICITATION
98
Definition of “solicitation”
99
Conflict
100
Mandatory solicitation of proxies
101
Information circular
102
Voting
103
Voting securities registered in name of registrant or custodian
104
Compliance with laws of another jurisdiction
105
Exemption order
9
TAKE-OVER BIDS ANDISSUER BIDS
106
Definitions
107
Computation of time and expiry of bid
108
Convertible securities
109
Deemed beneficial ownership
110
Acting jointly or in concert
111
Application to direct and indirect offers
112
Making a bid
113
Exempt issuer bids
114
Exchange requirements
115
Definition of “offeror”
116
Restrictions on acquisitions during take-over bids
117
Restrictions on acquisitions during issuer bids
118
Restrictions on pre-bid and post-bid acquisitions
119
Sales during bid prohibited
120
General provisions
121
Financing of bid
122
Consideration
123
Offeror’s circular
124
Directors’ or individual director’s or officer’s recommendation
125
Commencement of bid
126
Early warning
127
News releases
128
Duplicate reports not required
129
Applications to the Tribunal
130
Applications to the Court of Queen’s Bench
10
INSIDER TRADING ANDSELF-DEALING
131
Definition of “responsible person”
132
Definition of “investment”
133
Significant interest, substantial security holder and beneficial ownership
134
Related person and change in beneficial ownership
135
Insider reporting
136
Report of transfer by insider
137
Investments of mutual funds in New Brunswick
138
Indirect investment
139
Order for non-application of section 137 or 138
140
Exception to paragraph 133(c)
141
Fees on investment
142
Standard of care for management of investment fund
143
Filing by mutual fund managers
144
Prohibited transactions
145
Trades by mutual fund insiders
146
Filing of reports in another jurisdiction
147
Insider trading, informing and recommending prohibited
147.1
Defences for insider trading, informing and recommending
147.2
Front running
147.3
Defences for front running
148
Exemption order
11
CIVIL LIABILITY
149
Liability for misrepresentation in prospectus
150
Liability for misrepresentation when securities offered for sale in reliance on an exemption
151
Liability for misrepresentation in advertising or sales literature
152
Liability for verbal misrepresentation
153
Liability for misrepresentation in circular
153.1
Liability for misrepresentation in disclosure document prescribed by regulation
154
Standard of reasonableness
154.1
Defence to liability for misrepresentation
155
Liability of dealer, offeror or issuer
156
Liability of seller and underwriter
157
Liability for insider trading, informing and recommending and for front running
158
Action by Commission on behalf of issuer
159
Rescission of contract
160
Rescission of purchase of mutual fund security
161
Limitation periods
11.1
CIVIL LIABILITY FOR SECONDARY MARKET DISCLOSURE
A
Definitions and Application
161.1
Definitions
161.11
Non-application of Part
B
Liability
161.2
Documents released by or public oral statements by responsible issuer
C
Burden of proof and defences
161.21
Non-core documents and public oral statements
D
Damages
161.3
Assessment of damages
161.31
Proportionate liability
161.4
Limits on damages
E
Procedural Matters
161.41
Leave to proceed
161.5
Notice
161.51
Restriction on discontinuation of action
161.6
Costs
161.7
Power of the Commission
161.8
No derogation from other rights
161.9
Limitation period
12
RECORD-KEEPING ANDCOMPLIANCE REVIEWS
162
Record-keeping
163
Compliance review
164
Removal of documents
165
Obstruction
166
Misleading statements
167
Fees and expenses for compliance reviews
168
Continuous disclosure reviews
169
Fees and expenses for disclosure reviews
13
INVESTIGATIONS
170
Provision of information to Executive Director
171
Investigation order
172
Powers of investigator
173
Power to compel evidence
174
Investigators authorized as peace officers
175
Seized property
176
Report of investigation
177
Prohibition against disclosure
177.1
Non-compellability
178
Release of information
14
ENFORCEMENT
179
Offences generally
180
Offences in respect of self-regulatory organizations
181
Misleading or untrue statements
182
Execution of warrant issued in another province
183
Interim preservation of property
184
Orders in the public interest
185
Payment of investigation and hearing costs
186
Administrative penalty
187
Applications to the Court of Queen’s Bench
188
Appointment of receiver
188.1
Compensation for financial losses
188.2
Failure to comply with filing requirements
189
Filing decision with the Court of Queen’s Bench
190
Enforcement orders when registration has expired or been cancelled or surrendered
191
Resolution of administrative proceedings
192
Limitation period
15
REVIEWS, REFERRALS AND APPEALS
193
Review of decision
194
Referral to Commission
194.1
Referral to the Court of Appeal
195
Appeal
15.1
INTERJURISDICTIONAL COOPERATION
195.1
Definitions and interpretation
195.11
Delegation, transfer and acceptance of authority
195.2
Subdelegation
195.3
Adoption or incorporation of extra-provincial securities or derivatives laws
195.4
Exemptions
195.5
Exercise of discretion
195.6
Immunity regarding New Brunswick authority
195.7
Immunity regarding extra-provincial authority
195.8
Appeal regarding extra-provincial decision
195.9
Appeal of decision of Commission or Tribunal
16
GENERAL PROVISIONS
196
Certificate of Commission member or Executive Director
197
Certificate of exchange or self-regulatory organization
198
Filing and inspection of information or material
199
Sending information or material
199.1
Disclosure of information
199.2
Conflict with the Right to Information and Protection of Privacy Act
200
Regulations and rules
201
Notice and publication of rules
201.1
Changes by Secretary of the Commission
201.2
Consolidated rules
202
Studies
203
Policy statements
204
Agreement, memorandum of understanding or arrangement
205
Confidential information
206
Revocation or variation of decision
207
No privilege
208
Exemption order
209
Costs
210
Decision under more than one provision
211
Letters of request and reciprocal assistance
17
TRANSITIONAL
212
Definition of “previous Act”
213
Revocation of appointments
214
Decisions
215
Documentation
216
Proceedings
217
Investigations
218
Registration
219
Certificates
18
CONSEQUENTIAL AMENDMENTS
220
Section 1 of the...
221
Subsection 57(2) of the...
222
Subsection 3(5) of the...
222.1
Section 169 of the...
223
Section 53 of the...
224
Section 20 of the...
225
Section 1 of the...
226
The First Schedule...
227
Paragraph 10(a) of the...
228
Subsection 2(1) of An...
19
REPEAL AND COMMENCEMENT
229
The Security Frauds...
230
Commencement
SCHEDULE A