Acts and Regulations

S-5.5 - Securities Act

Section 147.1
Disposition versions

Full text
Defences for insider trading, informing and recommending
2007, c.38, s.156
147.1(1)No person shall be found to have contravened subsection 147(2) if the person proves that at the time of the transaction described in that subsection the person reasonably believed that the other party to the transaction had knowledge of the material fact or material change.
147.1(2)No person shall be found to have contravened subsection 147(4), (4.1) or (5) if the person proves that at the time of the giving of the information described in subsection 147(4) or (5) or at the time of the making of the recommendation or giving of the encouragement described in subsection 147(4.1), as the case may be, the person reasonably believed that the person informed of the material fact or material change or the person who received the recommendation or encouragement had knowledge of the material fact or material change.
147.1(3)No person, other than an individual, that enters into a transaction described in subsection 147(2) with knowledge of a material fact or material change with respect to an issuer that has not been generally disclosed shall be found to have contravened that subsection if the person proves that
(a) the person had knowledge of the material fact or material change only because the material fact or material change was known to one or more of the person’s directors, officers, partners, employees or agents,
(b) the decision to enter into the transaction was made by one or more of the person’s directors, officers, partners, employees or agents and none of the individuals who participated in the decision had actual knowledge of the material fact or material change, and
(c) none of the person’s directors, officers, partners, employees or agents that had actual knowledge of the material fact or material change gave any advice related to the transaction based on the actual knowledge to the person’s directors, officers, partners, employees or agents that made or participated in the decision to enter into the transaction.
147.1(4)In determining if a person has established a defence under subsection (2), it will be relevant whether and to what extent the person has implemented and maintained reasonable policies and procedures to prevent contraventions of subsection 147(2).
147.1(5)No person who enters into a transaction described in subsection 147(2) with knowledge of a material fact or material change with respect to an issuer that has not been generally disclosed shall be found to have contravened that subsection if the person proves that
(a) the person entered into the transaction because of the person’s participation in a written automatic dividend reinvestment plan or a written automatic purchase plan or another similar written automatic plan that the person entered into before having knowledge of the material fact or material change,
(b) the person entered into the transaction as a result of a written legal obligation to do so and that obligation was incurred before the person acquired knowledge of the material fact or material change, or
(c) the person entered into the transaction
(i) as agent for another person under specific unsolicited instructions given by that other person to enter into the specified transaction,
(ii) as agent for another person under specific solicited instructions given by that other person to enter into the specified transaction before the person who acted as agent had knowledge of the material fact or material change,
(iii) as agent or trustee for another person because of that other person’s participation in a written automatic dividend reinvestment plan or a written automatic purchase plan or another similar written automatic plan, or
(iv) as agent or trustee for another person to fulfil in whole or in part a written legal obligation of that other person.
2007, c.38, s.156