Confidential information and restrictions imposed on insiders
83(1)The following definitions apply in this section.
“business combination” means an acquisition of all or substantially all the property of one body corporate by another or an amalgamation of two or more bodies corporate.(regroupement d’entreprises)
“corporation” means a corporation that is not a reporting issuer as defined in the Securities Act.(société)
“insider” , with respect to a corporation, means
(initié)
(c)
a director or officer of the corporation,
(d)
a person who has a beneficial interest, directly or indirectly, of more than 10% of the voting securities of the corporation or who exercises control or direction over more than 10% of the votes attached to the voting securities of the corporation,
(e)
a person employed or retained by the corporation, or
(f)
a person who receives specific confidential information from a person described in this definition or in subsection (3), including a person described in this paragraph, and who has knowledge that the person giving the information is a person described in this definition or in subsection (3), including a person described in this paragraph.
“security” includes a warrant.(valeur mobilière)
83(2)For the purposes of this section,
(a)
a director or officer of a body corporate that is an insider of a corporation is deemed to be an insider of the corporation,
(b)
a director or officer of a body corporate that is a subsidiary of the corporation is deemed to be an insider of its holding corporation;
(c)
a person is deemed to have a beneficial interest in outstanding voting securities, as defined in the
Securities Act, when a body corporate controlled by the person directly or indirectly has a beneficial interest in the voting securities, and
(d)
a body corporate is deemed to have a beneficial interest in voting securities, as defined in the
Securities Act, that are beneficially owned by its affiliate.
83(3)For the purposes of this section,
(a)
when a body corporate becomes an insider of a corporation or enters into a business combination with a corporation, a director or an officer of the body corporate or a shareholder of the body corporate who is a person referred to in paragraph (d) of the definition of “insider” in subsection (1) is deemed to have been an insider of the corporation for the previous six months or for any shorter period as they are a director, an officer or a shareholder of the body corporate, and
(b)
when a corporation becomes an insider of a body corporate or enters into a business combination with a body corporate, a director or an officer of the body corporate or a shareholder of the body corporate who is a person referred to in paragraph (d) of the definition of “insider” in subsection (1) is deemed to have been an insider of the corporation for the previous six months or for any shorter period as they are a director, an officer or a shareholder of the body corporate.
83(4)An insider who, in connection with a transaction in a security of the corporation or any of its affiliates, makes use of any specific confidential information for the insider’s own benefit or advantage that, if generally known, might reasonably be expected to affect materially the value of the security,
(a)
is liable to compensate any person for any direct loss suffered by that person as a result of the transaction, unless the information was known or in the exercise of reasonable diligence should have been known to that person, and
(b)
is accountable to the corporation for any direct benefit or advantage received or receivable by the insider as a result of the transaction.
83(5)No action shall be brought under subsection (4) after two years from the day on which the plaintiff first knew or ought reasonably to have known that the conduct giving rise to the action took place.
1983, c.15, s.15; 2009, c.L-8.5, s.29; 2023, c.2, s.60