Acts and Regulations

S-5.5 - Securities Act

Section 161.4
Disposition versions

Full text
Limits on damages
2007, c.38, s.173
161.4(1)In this section, “liability limit” means,
(a) in the case of a responsible issuer, the greater of
(i) 5% of its market capitalization, and
(ii) $1,000,000,
(b) in the case of a director or officer of a responsible issuer, the greater of
(i) $25,000, and
(ii) 50% of the aggregate of the director’s or officer’s compensation from the responsible issuer and its affiliates,
(c) in the case of an influential person who is not an individual, the greater of
(i) 5% of its market capitalization, and
(ii) $1,000,000,
(d) in the case of an influential person who is an individual, the greater of
(i) $25,000, and
(ii) 50% of the aggregate of the influential person’s compensation from the responsible issuer and its affiliates,
(e) in the case of a director or officer of an influential person, the greater of
(i) $25,000, and
(ii) 50% of the aggregate of the director’s or officer’s compensation from the influential person and its affiliates,
(f) in the case of an expert, the greater of
(i) $1,000,000, and
(ii) the revenue that the expert and the affiliates of the expert have earned from the responsible issuer and its affiliates during the 12 months preceding the misrepresentation, and
(g) in the case of each person who made a public oral statement, other than an individual referred to in paragraph (d), (e) or (f), the greater of
(i) $25,000, and
(ii) 50% of the aggregate of the person’s compensation from the responsible issuer and its affiliates.
161.4(2)Notwithstanding section 161.3, the damages payable by a person in an action under section 161.2 is the lesser of
(a) the aggregate damages assessed against the person in the action, and
(b) the liability limit for the person less the aggregate of all damages assessed after appeals, if any, against the person in all other actions brought under section 161.2, and under comparable legislation in other provinces or territories in Canada in respect of that misrepresentation or failure to make timely disclosure, and less any amount paid in settlement of any such actions.
161.4(3)Subsection (2) does not apply to a person, other than the responsible issuer, if the plaintiff proves that the person authorized, permitted, influenced or acquiesced in the making of the misrepresentation or the failure to make timely disclosure while knowing that it was a misrepresentation or a failure to make timely disclosure.
2007, c.38, s.173; 2012, c.31, s.25
Limits on damages
2007, c.38, s.173
161.4(1)In this section, “liability limit” means,
(a) in the case of a responsible issuer, the greater of
(i) 5% of its market capitalization, and
(ii) $1,000,000,
(b) in the case of a director or officer of a responsible issuer, the greater of
(i) $25,000, and
(ii) 50% of the aggregate of the director’s or officer’s compensation from the responsible issuer and its affiliates,
(c) in the case of an influential person who is not an individual, the greater of
(i) 5% of its market capitalization, and
(ii) $1,000,000,
(d) in the case of an influential person who is an individual, the greater of
(i) $25,000, and
(ii) 50% of the aggregate of the influential person’s compensation from the responsible issuer and its affiliates,
(e) in the case of a director or officer of an influential person, the greater of
(i) $25,000, and
(ii) 50% of the aggregate of the director’s or officer’s compensation from the influential person and its affiliates,
(f) in the case of an expert, the greater of
(i) $1,000,000, and
(ii) the revenue that the expert and the affiliates of the expert have earned from the responsible issuer and its affiliates during the 12 months preceding the misrepresentation, and
(g) in the case of each person who made a public oral statement, other than an individual referred to in paragraph (d), (e) or (f), the greater of
(i) $25,000, and
(ii) 50% of the aggregate of the person’s compensation from the responsible issuer and its affiliates.
161.4(2)Notwithstanding section 161.3, the damages payable by a person in an action under section 161.2 is the lesser of
(a) the aggregate damages assessed against the person in the action, and
(b) the liability limit for the person less the aggregate of all damages assessed after appeals, if any, against the person in all other actions brought under section 161.2, and under comparable legislation in other provinces or territories in Canada in respect of that misrepresentation or failure to make timely disclosure, and less any amount paid in settlement of any such actions.
161.4(3)Subsection (2) does not apply to a person, other than the responsible issuer, if the plaintiff proves that the person authorized, permitted, influenced or acquiesced in the making of the misrepresentation or the failure to make timely disclosure while knowing that it was a misrepresentation or a failure to make timely disclosure.
2007, c.38, s.173