Acts and Regulations

S-5.5 - Securities Act

Section 179
Disposition versions

Full text
Offences generally
179(1)Repealed: 2007, c.38, s.180
179(2)A person who does any of the following commits an offence and is liable on conviction to a fine of not more than $1,000,000 or to imprisonment for a term of not more than 5 years less a day, or to both:
(a) makes a statement in any information or material submitted, provided, produced, delivered or given to or filed with the Commission, the Executive Director, a compliance officer, an investigator or any person acting under the authority of the Commission or the Executive Director that is misleading or untrue or does not state a fact that is required to be stated or that is necessary to make the statement not misleading;
(b) makes a statement in any information or material required to be submitted, provided, produced, delivered, given or filed under New Brunswick securities law that is misleading or untrue or does not state a fact that is required to be stated or that is necessary to make the statement not misleading;
(c) contravenes or fails to comply with a provision of this Act that is listed in Schedule A;
(c.1) withholds, destroys, conceals, alters or refuses to produce any information or thing reasonably required for the purposes of an administrative proceeding under this Act or the regulations;
(d) contravenes or fails to comply with a decision of the Commission, the Executive Director or the Tribunal;
(e) contravenes or fails to comply with a written undertaking made by that person to the Commission, the Executive Director or the Tribunal; or
(f) contravenes or fails to comply with any provision of the regulations.
179(2.1)A director or officer of a person who authorizes, permits or acquiesces in the commission of an offence under subsection (2) by the person, whether or not a charge has been laid or a finding of guilt has been made against the person in respect of the offence under subsection (2), commits an offence and is liable on conviction to a fine of not more than $1,000,000 or to imprisonment for a term of not more than 5 years less a day, or to both.
179(3)Without limiting the availability of other defences, no person commits an offence under paragraph (2)(a) or (b) if
(a) the person did not know and in the exercise of reasonable diligence could not have known that the statement was misleading or untrue or that it omitted to state a fact that was required to be stated or that was necessary to make the statement not misleading in light of the circumstances in which it was made, and
(b) on becoming aware that the statement was misleading or untrue or that it omitted to state a fact that was required to be stated or that was necessary to make the statement not misleading, the person notified the Commission.
179(4)Notwithstanding subsection (2), where a person is convicted of contravening subsection 147(2), the fine to which the person is liable is
(a) not less than the profit made or loss avoided by the person by reason of the contravention, and
(b) not more than the greater of
(i) $1,000,000, and
(ii) an amount equal to triple the profit made or loss avoided by the person by reason of the contravention.
179(5)Notwithstanding subsection (2), where a person is convicted of contravening subsection 147(4), (4.1) or (5), the fine to which the person is liable is
(a) not less than the profit made or loss avoided by any person by reason of the contravention, and
(b) not more than the greater of
(i) $1,000,000, and
(ii) an amount equal to triple the profit made or loss avoided by any person by reason of the contravention.
179(6)If it is not possible to determine the profit made or loss avoided by the person by reason of the contravention, subsections (4) and (5) do not apply but subsection (2) continues to apply.
179(7)For the purposes of subsections (4), (5) and (6), the amount of the profit made and loss avoided shall be determined in accordance with the regulations.
2007, c.38, s.180; 2013, c.31, s.36; 2016, c.18, s.8; 2016, c.36, s.17
Offences generally
179(1)Repealed: 2007, c.38, s.180
179(2)A person who does any of the following commits an offence and is liable on conviction to a fine of not more than $1,000,000 or to imprisonment for a term of not more than 5 years less a day, or to both:
(a) makes a statement in any information or material submitted, provided, produced, delivered or given to or filed with the Commission, the Executive Director, a compliance officer, an investigator or any person acting under the authority of the Commission or the Executive Director that is misleading or untrue or does not state a fact that is required to be stated or that is necessary to make the statement not misleading;
(b) makes a statement in any information or material required to be submitted, provided, produced, delivered, given or filed under New Brunswick securities law that is misleading or untrue or does not state a fact that is required to be stated or that is necessary to make the statement not misleading;
(c) contravenes or fails to comply with a provision of this Act that is listed in Schedule A;
(d) contravenes or fails to comply with a decision of the Commission, the Executive Director or the Tribunal;
(e) contravenes or fails to comply with a written undertaking made by that person to the Commission, the Executive Director or the Tribunal; or
(f) contravenes or fails to comply with any provision of the regulations.
179(2.1)A director or officer of a person who authorizes, permits or acquiesces in the commission of an offence under subsection (2) by the person, whether or not a charge has been laid or a finding of guilt has been made against the person in respect of the offence under subsection (2), commits an offence and is liable on conviction to a fine of not more than $1,000,000 or to imprisonment for a term of not more than 5 years less a day, or to both.
179(3)Without limiting the availability of other defences, no person commits an offence under paragraph (2)(a) or (b) if
(a) the person did not know and in the exercise of reasonable diligence could not have known that the statement was misleading or untrue or that it omitted to state a fact that was required to be stated or that was necessary to make the statement not misleading in light of the circumstances in which it was made, and
(b) on becoming aware that the statement was misleading or untrue or that it omitted to state a fact that was required to be stated or that was necessary to make the statement not misleading, the person notified the Commission.
179(4)Notwithstanding subsection (2), where a person is convicted of contravening subsection 147(2), the fine to which the person is liable is
(a) not less than the profit made or loss avoided by the person by reason of the contravention, and
(b) not more than the greater of
(i) $1,000,000, and
(ii) an amount equal to triple the profit made or loss avoided by the person by reason of the contravention.
179(5)Notwithstanding subsection (2), where a person is convicted of contravening subsection 147(4), (4.1) or (5), the fine to which the person is liable is
(a) not less than the profit made or loss avoided by any person by reason of the contravention, and
(b) not more than the greater of
(i) $1,000,000, and
(ii) an amount equal to triple the profit made or loss avoided by any person by reason of the contravention.
179(6)If it is not possible to determine the profit made or loss avoided by the person by reason of the contravention, subsections (4) and (5) do not apply but subsection (2) continues to apply.
179(7)For the purposes of subsections (4), (5) and (6), the amount of the profit made and loss avoided shall be determined in accordance with the regulations.
2007, c.38, s.180; 2013, c.31, s.36; 2016, c.18, s.8
Offences generally
179(1)Repealed: 2007, c.38, s.180
179(2)A person who does any of the following commits an offence and is liable on conviction to a fine of not more than $1,000,000 or to imprisonment for a term of not more than 5 years less a day, or to both:
(a) makes a statement in any information or material submitted, provided, produced, delivered or given to or filed with the Commission, the Executive Director, a compliance officer, an investigator or any person acting under the authority of the Commission or the Executive Director that is misleading or untrue or does not state a fact that is required to be stated or that is necessary to make the statement not misleading;
(b) makes a statement in any information or material required to be submitted, provided, produced, delivered, given or filed under New Brunswick securities law that is misleading or untrue or does not state a fact that is required to be stated or that is necessary to make the statement not misleading;
(c) contravenes or fails to comply with a provision of this Act that is listed in Schedule A;
(d) contravenes or fails to comply with a decision of the Commission, the Executive Director or the Tribunal;
(e) contravenes or fails to comply with a written undertaking made by that person to the Commission, the Executive Director or the Tribunal; or
(f) contravenes or fails to comply with any provision of the regulations.
179(3)Without limiting the availability of other defences, no person commits an offence under paragraph (2)(a) or (b) if
(a) the person did not know and in the exercise of reasonable diligence could not have known that the statement was misleading or untrue or that it omitted to state a fact that was required to be stated or that was necessary to make the statement not misleading in light of the circumstances in which it was made, and
(b) on becoming aware that the statement was misleading or untrue or that it omitted to state a fact that was required to be stated or that was necessary to make the statement not misleading, the person notified the Commission.
179(4)Notwithstanding subsection (2), where a person is convicted of contravening subsection 147(2), the fine to which the person is liable is
(a) not less than the profit made or loss avoided by the person by reason of the contravention, and
(b) not more than the greater of
(i) $1,000,000, and
(ii) an amount equal to triple the profit made or loss avoided by the person by reason of the contravention.
179(5)Notwithstanding subsection (2), where a person is convicted of contravening subsection 147(4), (4.1) or (5), the fine to which the person is liable is
(a) not less than the profit made or loss avoided by any person by reason of the contravention, and
(b) not more than the greater of
(i) $1,000,000, and
(ii) an amount equal to triple the profit made or loss avoided by any person by reason of the contravention.
179(6)If it is not possible to determine the profit made or loss avoided by the person by reason of the contravention, subsections (4) and (5) do not apply but subsection (2) continues to apply.
179(7)For the purposes of subsections (4), (5) and (6), the amount of the profit made and loss avoided shall be determined in accordance with the regulations.
2007, c.38, s.180; 2013, c.31, s.36
Offences generally
179(1)Repealed: 2007, c.38, s.180
179(2)A person who does any of the following commits an offence and is liable on conviction to a fine of not more than $1,000,000 or to imprisonment for a term of not more than 5 years less a day, or to both:
(a) makes a statement in any information or material submitted, provided, produced, delivered or given to or filed with the Commission, the Executive Director, a compliance officer, an investigator or any person acting under the authority of the Commission or the Executive Director that is misleading or untrue or does not state a fact that is required to be stated or that is necessary to make the statement not misleading;
(b) makes a statement in any information or material required to be submitted, provided, produced, delivered, given or filed under New Brunswick securities law that is misleading or untrue or does not state a fact that is required to be stated or that is necessary to make the statement not misleading;
(c) contravenes or fails to comply with a provision of this Act that is listed in Schedule A;
(d) contravenes or fails to comply with a decision of the Commission or the Executive Director;
(e) contravenes or fails to comply with a written undertaking made by that person to the Commission or the Executive Director; or
(f) contravenes or fails to comply with any provision of the regulations.
179(3)Without limiting the availability of other defences, no person commits an offence under paragraph (2)(a) or (b) if
(a) the person did not know and in the exercise of reasonable diligence could not have known that the statement was misleading or untrue or that it omitted to state a fact that was required to be stated or that was necessary to make the statement not misleading in light of the circumstances in which it was made, and
(b) on becoming aware that the statement was misleading or untrue or that it omitted to state a fact that was required to be stated or that was necessary to make the statement not misleading, the person notified the Commission.
179(4)Notwithstanding subsection (2), where a person is convicted of contravening subsection 147(2), the fine to which the person is liable is
(a) not less than the profit made or loss avoided by the person by reason of the contravention, and
(b) not more than the greater of
(i) $1,000,000, and
(ii) an amount equal to triple the profit made or loss avoided by the person by reason of the contravention.
179(5)Notwithstanding subsection (2), where a person is convicted of contravening subsection 147(4), (4.1) or (5), the fine to which the person is liable is
(a) not less than the profit made or loss avoided by any person by reason of the contravention, and
(b) not more than the greater of
(i) $1,000,000, and
(ii) an amount equal to triple the profit made or loss avoided by any person by reason of the contravention.
179(6)If it is not possible to determine the profit made or loss avoided by the person by reason of the contravention, subsections (4) and (5) do not apply but subsection (2) continues to apply.
179(7)For the purposes of subsections (4), (5) and (6), the amount of the profit made and loss avoided shall be determined in accordance with the regulations.
2007, c.38, s.180
Offences generally
179(1)The following definitions apply in this section.
“loss avoided” means the amount by which the amount received for the security sold in contravention of subsection 147(2) exceeds the average trading price of the security in the 20 trading days following general disclosure of the material fact or the material change. (perte évitée)
“profit made” means(profit réalisé)
(a) the amount by which the average trading price of the security in the 20 trading days following general disclosure of the material fact or the material change exceeds the amount paid for the security purchased in contravention of subsection 147(2),
(b) in respect of a short sale, the amount by which the amount received for the security sold in contravention of subsection 147(2) exceeds the average trading price of the security in the 20 trading days following general disclosure of the material fact or the material change,
(c) the value of any consideration received for informing another person of a material fact or material change with respect to the reporting issuer in contravention of subsection 147(4) or (5), or
(d) in circumstances not set out in paragraph (a), (b) or (c), the amount determined by the court.
179(2)A person who does any of the following commits an offence and is liable on conviction to a fine of not more than $1,000,000 or to imprisonment for a term of not more than 5 years less a day, or to both:
(a) makes a statement in any information or material submitted, provided, produced, delivered or given to or filed with the Commission, the Executive Director, a compliance officer, an investigator or any person acting under the authority of the Commission or the Executive Director that is misleading or untrue or does not state a fact that is required to be stated or that is necessary to make the statement not misleading;
(b) makes a statement in any information or material required to be submitted, provided, produced, delivered, given or filed under New Brunswick securities law that is misleading or untrue or does not state a fact that is required to be stated or that is necessary to make the statement not misleading;
(c) contravenes or fails to comply with a provision of this Act that is listed in Schedule A;
(d) contravenes or fails to comply with a decision of the Commission or the Executive Director;
(e) contravenes or fails to comply with a written undertaking made by that person to the Commission or the Executive Director; or
(f) contravenes or fails to comply with any provision of the regulations.
179(3)Without limiting the availability of other defences, no person commits an offence under paragraph (2)(a) or (b) if
(a) the person did not know and in the exercise of reasonable diligence could not have known that the statement was misleading or untrue or that it omitted to state a fact that was required to be stated or that was necessary to make the statement not misleading in light of the circumstances in which it was made, and
(b) on becoming aware that the statement was misleading or untrue or that it omitted to state a fact that was required to be stated or that was necessary to make the statement not misleading, the person notified the Commission.
179(4)Notwithstanding subsection (2), where a person is convicted of contravening subsection 147(2), the fine to which the person is liable is not less than the profit made or loss avoided by the person by reason of the contravention and not more than the greater of
(a) $1,000,000, and
(b) an amount equal to triple the profit made or loss avoided by the person by reason of the contravention.
179(5)Notwithstanding subsection (2), where a person is convicted of contravening subsection 147(4) or (5), the fine to which the person is liable is
(a) not less than the profit made by that person by reason of the contravention, and
(b) not more than the greatest of
(i) $1,000,000,
(ii) an amount equal to triple the profit made by that person by reason of the contravention, and
(iii) an amount equal to triple the profit made or loss avoided by one or more other persons who were informed by that person of the material fact or material change in contravention of subsection 147(4) or (5) and who with knowledge of the material fact or material change purchased or sold securities in contravention of subsection 147(2).
179(6)If it is not possible to determine the profit made or loss avoided by the person by reason of the contravention, subsections (4) and (5) do not apply but subsection (2) continues to apply.