Acts and Regulations

S-5.5 - Securities Act

Section 200
Disposition versions

Full text
Regulations and rules
200(1)The Lieutenant-Governor in Council may make regulations and the Commission may make rules
(a) respecting the application for registration and the amendment or reinstatement of registration;
(b) respecting the surrender, cancellation or expiration of registration and the obligations of a former registrant following the surrender, cancellation or expiration of registration;
(c) respecting the suspension of registration and the obligations of suspended registrants;
(d) prescribing categories or subcategories of registrants, prescribing capacities or conduct that require registration and that relate to another registrant’s compliance with New Brunswick securities law and classifying registrants into categories or subcategories;
(d.1) respecting circumstances in which a person is deemed to be registered for the purposes of this Act, the regulations or the rules, including without limiting the generality of the foregoing, the circumstance in which a person is registered under the laws of another jurisdiction in Canada respecting trading in securities or derivatives;
(e) respecting the terms and conditions of registration or other requirements in relation to registrants or any category or subcategory of registrants, including without limiting the generality of the foregoing,
(i) the standards of practice and the business conduct of registrants in dealing with their clients and prospective clients,
(ii) requirements that are advisable for the prevention or regulation of conflicts of interest, and
(iii) requirements in respect of membership in a self-regulatory organization;
(f) extending any requirements under subparagraph (e)(i) to unregistered directors, partners, employees, representatives and officers of registrants;
(g) prescribing requirements in respect of the residence in New Brunswick or Canada of registrants;
(h) prescribing requirements in respect of the ownership or control of registrants, requiring notification to the Commission by a registrant or other person of a proposed change in ownership or control of a registrant and authorizing the Tribunal to make an order that a proposed change may not be effected before a decision of the Tribunal as to whether it will exercise its powers under paragraph 184(1)(a) or (b) as a result of the proposed change;
(i) respecting requirements for the notification by a registrant in the form required by the Commission of any specified event or change and the reasons for any such event or change;
(j) prescribing standards for registrants in relation to the suitability for certain investors of certain securities or derivatives;
(k) respecting requirements for the disclosure or provision of information or material to the public, the Commission or the Executive Director by registrants or unregistered directors, partners, representatives, officers and control persons of registrants;
(l) varying the requirements under this Act in respect of the disclosure or provision of information or material to the public, the Commission or the Executive Director by registrants;
(l.1) respecting information sharing between registrants;
(l.2) respecting referral agreements entered into by a registrant;
(m) respecting requirements in relation to the books, records and documents required by subsection 162(1) to be kept by market participants, including without limiting the generality of the foregoing, the form in which and the period for which the books, records and documents are to be kept;
(m.1) prescribing classes of documents or records to which the Commission, any member of the Commission or any employee of the Commission shall not have access when exercising a power under Part 3, 12 or 13, as the case may be, in relation to an auditor oversight body;
(n) respecting auditing requirements in relation to registrants, including without limiting the generality of the foregoing, requirements with respect to the appointment of auditors, the conduct of audits and the preparation of reports by auditors;
(n.1) respecting any matter necessary or advisable to regulate the issuance of notices by auditors of reporting issuers;
(o) respecting requirements for the filing with the Commission or provision to the Commission by registrants of financial statements and auditors’ reports;
(p) prescribing the conditions and circumstances under which a person who is a corporation may undertake the duties, responsibilities and activities that a person who is a registrant and a shareholder of the corporation is authorized to undertake by virtue of being a registrant, including without limiting the generality of the foregoing, the establishment of a scheme for the registration of the corporation and the category of that registration;
(q) imposing liability on a registrant who is a dealer or adviser for the acts or omissions prescribed under paragraph (u) of a corporation that is a registrant under a scheme established under paragraph (p) where the dealer or adviser has a prescribed contractual relationship with the corporation;
(r) imposing liability on a person who is a registrant and a shareholder of a corporation for acts or omissions of the corporation if the corporation that performs the acts or fails to perform the acts is a registrant under a scheme established under paragraph (p);
(s) prescribing the terms and conditions under which a person who is in a contractual relationship with a dealer is deemed to be an employee of the dealer for the purposes of New Brunswick securities law and deemed to be qualified for registration in a category prescribed by regulation;
(t) imposing liability on a registrant who is a dealer for the acts and omissions prescribed under paragraph (v) of a person deemed to be an employee of the dealer under a regulation or rule made under paragraph (s);
(u) prescribing the acts or omissions of a corporation for which a registrant who is a dealer or adviser is liable;
(v) prescribing the acts or omissions of a person deemed to be an employee of a dealer for which a registrant who is a dealer is liable;
(w) prescribing requirements for control persons;
(x) respecting requirements for calling at or telephoning to residences for the purposes of trading in securities or derivatives;
(y) prescribing requirements in respect of representations relating to the future value or price of a security or a derivative;
(z) regulating the listing or trading of securities or derivatives, including without limiting the generality of the foregoing, requiring reporting of trades and quotations;
(z.1) regulating the trading of derivatives on a derivatives trading facility, including prescribing requirements for keeping records;
(aa) regulating an exchange, a self-regulatory organization, a quotation and trade reporting system, a clearing agency, an auditor oversight body, a trade repository or a derivatives trading facility recognized by the Commission under section 35;
(aa.1) regulating credit rating organizations, including without limiting the generality of the foregoing,
(i) prescribing requirements for the purposes of section 44.2, and
(ii) respecting the circumstances in which a credit rating organization or a class of credit rating organizations is deemed to be designated under subsection 44.1(1);
(bb) regulating trading or advising in securities or derivatives or regulating the securities industry or derivatives industry to prevent trading or advising that is fraudulent, manipulative, deceptive or unfairly detrimental to investors;
(bb.1) prescribing the circumstances in which a person or a class of persons is prohibited from trading or purchasing securities or derivatives or a particular security or derivative, including without limiting the generality of the foregoing, the circumstances in which a body empowered by the laws of another jurisdiction to regulate trading in securities or derivatives or to administer or enforce securities or derivatives laws in that jurisdiction has ordered that
(i) a person is prohibited from trading or purchasing securities or derivatives or a particular security or derivative, or
(ii) trades or purchases of a particular security cease or trades of a particular derivative cease;
(bb.11) prescribing the circumstances in which a contract or instrument or contract or instrument within a class of contracts or instruments is or is not a security or class of securities;
(bb.12) prescribing the circumstances in which a contract or instrument or contract or instrument within a class of contracts or instruments is or is not a derivative or class of derivatives;
(bb.2) prescribing requirements in relation to promoters, advisers or persons who promote the purchase or sale of securities of an issuer;
(bb.21) prescribing one or more categories or subcategories of designated benchmarks;
(bb.22) respecting the terms and conditions of designation or other requirements in relation to benchmarks or any category or subcategory of benchmarks;
(bb.23) prescribing requirements relating to orders made under section 44.5;
(bb.3) prescribing requirements relating to the disclosure or provision of information to the Commission, the public or any person by a benchmark administrator, a benchmark contributor or a benchmark user, including requirements for disclosure statements by a benchmark administrator in relation to a benchmark;
(bb.31) prescribing the quality, integrity and sufficiency of the data and the methodology used by a benchmark administrator to determine a benchmark, including requirements for a benchmark administrator to monitor benchmark contributors and data provided by benchmark contributors;
(bb.32) prescribing categories or subcategories of service providers or security holders for the purposes of section 44.6;
(bb.33) respecting the establishment, publication and enforcement by a benchmark administrator of codes of conduct applicable to benchmark administrators or benchmark contributors and their respective directors, officers, and employees, and any of their service providers or security holders that are in a category or subcategory prescribed under paragraph (bb.32), and the minimum requirements to be included in the code of conduct;
(bb.4) regulating contractual arrangements related to a benchmark to be entered into by a benchmark administrator or a benchmark contributor and the minimum requirements to be included in the contractual arrangements;
(bb.41) respecting the use by a benchmark administrator and a benchmark contributor of service providers;
(bb.42) prescribing requirements for the prevention or regulation of conflicts of interest and prohibitions against and procedures regarding conflicts of interest involving a benchmark;
(bb.43) prohibiting the use by a benchmark user of a benchmark that is not a designated benchmark;
(bb.5) respecting disclosure and other requirements relating to the use of a benchmark by a benchmark administrator, benchmark contributor or benchmark user;
(bb.51) prescribing requirements to provide information in relation to a benchmark for use by the benchmark administrator;
(bb.52) varying the requirements under this Act in respect of the disclosure or provision of information or material to the public, the Commission or the Executive Director in relation to a benchmark for use by the benchmark administrator;
(bb.53) respecting the maintenance of books, records and documents by a benchmark administrator for the purposes of paragraph 44.6(3)(d), including the form in which and the period for which the books, records and documents are to be maintained;
(bb.6) respecting the maintenance of books, records and documents by a benchmark contributor for the purposes of paragraph 44.6(3)(d);
(bb.61) respecting the appointment by benchmark administrators and benchmark contributors of one or more persons responsible for compliance matters and any minimum standards that they shall meet or qualifications they shall have;
(bb.62) prohibiting or restricting any matter or conduct involving a benchmark by benchmark administrators, benchmark contributors and their respective directors, officers and employees, and any of their service providers or security holders that are in a category or subcategory prescribed under paragraph (bb.32);
(bb.7) regulating submissions of information for the purposes of determining a benchmark;
(bb.71) respecting the design, determination and dissemination of a benchmark;
(bb.72) requiring benchmark administrators or benchmark contributors to
(i) establish plans in the event that a benchmark changes or ceases to be provided or is subject to data failures or business continuity issues, and
(ii) reflect the plans referred to in subparagraph (i) in the contractual arrangements of the benchmark administrator or benchmark contributor relating to the benchmark;
(bb.8) respecting the plans of a benchmark user in the event that a benchmark changes or ceases to be provided and how these plans will be reflected in the contractual arrangements of the benchmark user;
(bb.81) prescribing the governance, compliance, accountability, oversight, audit, internal controls, policies and procedures of a benchmark administrator or benchmark contributor in respect of a benchmark;
(bb.82) prescribing the governance, compliance, accountability, oversight, audit, internal controls, policies and procedures of a benchmark administrator, benchmark contributor or benchmark user in respect of the use of a benchmark;
(bb.9) governing or restricting the payment of fees or other compensation to a benchmark administrator or benchmark contributor;
(cc) regulating trading or advising in penny stocks, including without limiting the generality of the foregoing, requirements for additional disclosure and suitability for investment;
(dd) regulating scholarship plans and the distribution and trading of the securities of scholarship plans;
(ee) prescribing categories or subcategories of issuers for the purposes of the prospectus requirements under this Act, the regulations and the rules and classifying issuers into categories or subcategories;
(ff) respecting certificates required to be contained in a preliminary prospectus, a prospectus or an amendment to a preliminary prospectus or prospectus, including without limiting the generality of the foregoing,
(i) authorizing the Executive Director to require persons to sign a certificate, subject to such terms and conditions as the Executive Director considers appropriate,
(ii) authorizing the Executive Director to permit the agent of a person who is required to sign a certificate, when the agent is duly authorized in writing, to sign the certificate on behalf of the person, and
(iii) authorizing the Executive Director to permit another person to sign a certificate when the Executive Director is satisfied on evidence or submissions that a person who is required to sign a certificate is for adequate cause not available to sign the certificate;
(gg) respecting, for the purposes of section 78, the lapse date of a prospectus and the continuation of a distribution after the lapse date, including without limiting the generality of the foregoing,
(i) prescribing the terms and conditions under which a distribution may be continued after the lapse date, and
(ii) prescribing the circumstances in which certain purchasers may cancel a trade made after the lapse date;
(hh) respecting requirements in respect of amendments to preliminary prospectuses or prospectuses, including without limiting the generality of the foregoing,
(i) prescribing the circumstances under which an amendment to a preliminary prospectus or prospectus must be filed and delivered, and
(ii) establishing requirements to obtain a receipt for an amendment to a preliminary prospectus or prospectus;
(ii) respecting the distribution of securities or the issuing of receipts, including without limiting the generality of the foregoing,
(i) varying any of the requirements under this Act to facilitate, expedite or regulate the distribution of securities or the issuing of receipts,
(ii) establishing requirements in respect of distributions of securities by means of a prospectus incorporating other documents by reference,
(iii) establishing requirements in respect of distributions of securities by means of a simplified or summary prospectus or other form of disclosure document,
(iv) establishing requirements in respect of distributions of securities on a continuous or delayed basis,
(v) establishing requirements in respect of pricing of distributions of securities after the issuance of a receipt for the prospectus filed in relation to the securities,
(vi) establishing procedures for the issuing of receipts for prospectuses after expedited or selective review,
(vii) respecting circumstances in which a receipt is deemed to have been issued for the purposes of this Act, the regulations or the rules, including the circumstance in which a receipt has been issued for a preliminary prospectus or prospectus under the laws of another jurisdiction in Canada respecting trading in securities,
(viii) establishing provisions for the incorporation by reference of certain documents in a prospectus or other document prescribed by regulation or rule and the effect, including from a liability and evidentiary perspective, of modifying or superseding statements, and
(ix) establishing provisions for eligibility requirements to file a prospectus or obtain a receipt for, or distribute under, a particular form of prospectus and the loss of that eligibility;
(ii.01) respecting, for the purpose of section 88, the disclosure documents required with respect to investment fund securities, including, without limitation,
(i) prescribing investment fund securities,
(ii) prescribing alternative trading systems, and
(iii) prescribing the time and manner for sending or delivering disclosure documents;
(ii.02) prescribing, for the purpose of subsection 88(1.3), circumstances in which an agreement of purchase and sale relating to a prescribed investment fund security is not binding on a purchaser;
(ii.1) respecting provisions for varying withdrawal rights;
(ii.2) prescribing circumstances in which a person that purchases a security under a distribution may cancel the purchase, including without limiting the generality of the foregoing,
(i) prescribing the period in which the purchaser may cancel the purchase,
(ii) prescribing the principles for determining the amount of the refund if the purchaser cancels the purchase, and
(iii) specifying the persons responsible for making and administering the payment of the refund and prescribing the period in which the refund must be paid;
(jj) respecting the circumstances under which the Executive Director must refuse to issue a receipt for a prospectus and varying the circumstances under this Act when the Executive Director must refuse to issue a receipt for a prospectus;
(kk) prescribing periods in which receipts for prospectuses are effective and the circumstances in which receipts may be revoked or deemed to be void;
(ll) respecting requirements for the escrow of securities in connection with distributions;
(mm) prescribing circumstances under which an issuer must provide information to a person to enable a distribution of previously issued securities of the issuer;
(nn) prescribing activities, including the use of documents or advertising, in which registrants or issuers are permitted to engage or are prohibited from engaging in connection with distributions;
(oo) prescribing which distributions and trading in relation to the distributions are distributions and trading outside New Brunswick;
(pp) prescribing reporting requirements in respect of a trade made in reliance on an exemption under the regulations or the rules from section 71;
(pp.1) prescribing requirements in connection with the first trade of securities previously acquired under an exemption from the prospectus requirements under this Act, the regulations or the rules;
(qq) respecting the circumstances under which a trade or type of trade that would not otherwise be a distribution shall be a distribution;
(qq.1) respecting the requirement to maintain a record of all persons to whom a preliminary prospectus has been sent under section 82 and respecting the availability of the record;
(rr) respecting the application of sections 88 and 149;
(ss) respecting requirements in relation to the preparation and dissemination and other use, by reporting issuers, of documents providing for continuous disclosure, including without limiting the generality of the foregoing, requirements in relation to
(i) financial statements,
(ii) supplemental analysis of financial statements,
(iii) an annual report,
(iv) a business acquisition report, and
(v) an annual information form;
(ss.1) respecting requirements for the disclosure or provision of information or material to the public, the Commission or the Executive Director by reporting issuers;
(ss.11) respecting requirements for the disclosure or provision of information or material to the public, the Commission or the Executive Director by an issuer the shares of which are traded on an exchange or a quotation and trade reporting system outside New Brunswick;
(ss.2) respecting requirements with respect to the disclosure by reporting issuers of material changes, including without limiting the generality of the foregoing,
(i) prescribing the time period within which a reporting issuer must make disclosure of a material change,
(ii) prescribing the manner in which a reporting issuer must make disclosure of a material change, and
(iii) prescribing circumstances under which a material change may remain confidential;
(ss.3) respecting the preparation, form and content requirements applicable to the public dissemination of forward-looking information by reporting issuers where the dissemination is not part of a required filing;
(tt) requiring issuers or other persons to comply, in whole or in part, with Part 7 or regulations or rules made under paragraph (ss), (ss.1), (ss.2) or (ss.3);
(uu) respecting the circumstances under which an issuer that would not otherwise be a reporting issuer shall be a reporting issuer;
(vv) respecting the voluntary surrender of reporting issuer status;
(ww) Repealed: 2007, c.38, s.194
(xx) respecting requirements in relation to financial accounting, reporting and auditing for the purposes of this Act, the regulations and the rules, including without limiting the generality of the foregoing,
(i) defining accounting principles and auditing standards acceptable to the Commission,
(ii) financial reporting requirements for the preparation and dissemination of forward-looking information and pro forma financial statements,
(iii) standards of independence and other qualifications for auditors,
(iv) requirements respecting a change in auditors by a reporting issuer or a registrant,
(v) requirements respecting a change in the financial year of an issuer or in an issuer’s status as a reporting issuer under this Act, the regulations or the rules,
(vi) defining auditing standards for attesting to and reporting on a reporting issuer’s internal controls, and
(vii) requiring evaluations of reporting issuers’ internal control over financial reporting and requiring reporting issuers to obtain audits of their internal control over financial reporting, including their management’s evaluation;
(yy) respecting requirements for the validity and solicitation of proxies ;
(zz) providing for the application of Part 7 and Part 8 in respect of registered holders or beneficial owners of voting securities or equity securities of reporting issuers or other persons on behalf of whom the securities are held, including in respect of reporting issuers, clearing agencies recognized by the Commission under paragraph 35(1)(d), registered holders, registrants and other persons who hold securities on behalf of persons but who are not the registered holders;
(aaa) regulating take-over bids, issuer bids, insider bids, going-private transactions, business combinations and related party transactions, including without limiting the generality of the foregoing,
(i) prescribing requirements or prohibitions relating to the conduct or management of the affairs of an issuer and of the affairs of its directors and officers before, during or after an offer to acquire, acquisition, offer to redeem, redemption, going-private transaction, business combination or related party transaction,
(ii) prescribing requirements for disclosure, valuations, review by independent committees of boards of directors and approval by minority security holders,
(iii) prescribing requirements respecting defensive tactics in connection with take-over bids,
(iv) prohibiting a person from purchasing or trading a security or a related financial instrument before, during or after an offer to acquire, acquisition, offer to redeem, redemption, going-private transaction, business combination or related party transaction, and
(v) for the purposes of section 126, prescribing types or classes of securities and prescribing percentages, disclosure requirements and prohibitions;
(bbb) respecting insider trading, self-dealing and conflicts of interest in relation to insider trading and self-dealing;
(bbb.1) prescribing insider reporting requirements in respect of a person;
(bbb.2) respecting requirements for the disclosure or provision of information or material to the public, the Commission or the Executive Director by insiders, including without limiting the generality of the foregoing,
(i) prescribing requirements respecting the reporting by insiders of any direct or indirect beneficial ownership of, or control or direction over, securities of a reporting issuer or changes in ownership, control or direction,
(ii) prescribing requirements respecting the reporting by insiders of any interest in or right or obligation associated with a related financial instrument or changes in such interests, rights or obligations,
(iii) prescribing requirements respecting the reporting by insiders of any agreement, arrangement or understanding that alters, directly or indirectly, an insider’s economic interest in a security of a reporting issuer or an insider’s economic exposure to a reporting issuer or changes in such agreements, arrangements or understandings, and
(iv) prescribing the circumstances when a person shall be deemed to have been an insider;
(bbb.3) extending any requirements under paragraph (bbb.2) to other persons;
(ccc) prescribing requirements in relation to the determination of the market value, the market price or the closing price of a security or a derivative, the net asset value of a security or the quantification of a person’s exposure resulting from a trade in a derivative, and authorizing the Commission to make that determination or that quantification;
(ddd) prescribing standards or criteria for determining when a material fact or material change has been generally disclosed;
(eee) regulating investment funds and the distribution and trading of the securities of the funds, including without limiting the generality of the foregoing,
(i) prescribing disclosure requirements in respect of the funds and requiring or permitting the use of particular forms or types of additional offering or other documents in connection with the funds,
(ii) prescribing permitted investment policy and investment practices for the funds and prohibiting or restricting certain investments or investment practices for the funds,
(iii) prescribing requirements governing the custodianship of assets of the funds,
(iv) prescribing minimum initial capital requirements for any of the funds making a distribution and prohibiting or restricting the reimbursement of costs in connection with the organization of a fund,
(v) prescribing matters affecting any of the funds that require the approval of security holders of the fund, the Commission or the Executive Director, including, in the case of security holders, the level of approval,
(vi) prescribing requirements in relation to the determination of the net asset value of investment funds and authorizing the Commission to make that determination,
(vii) prescribing requirements in respect of the content and use of sales literature, sales communications or advertising relating to the funds or the securities of funds,
(viii) designating mutual funds as private mutual funds and prescribing requirements for private mutual funds,
(ix) respecting sales charges imposed by a distribution company or contractual plan service company under a contractual plan on purchasers of shares or units of an investment fund, and commissions or sales incentives to be paid to registrants in connection with the securities of an investment fund,
(x) prescribing the circumstances under which a planholder under a contractual plan has the right to withdraw from the contractual plan,
(xi) prescribing procedures applicable to investment funds, registrants and any other person in respect of sales and redemptions of investment fund securities and payments for sales and redemptions,
(xii) prescribing requirements in relation to promoters, advisers or persons who administer or participate in the administration of the affairs of investment funds, and
(xiii) regulating conflicts of interest between the investment fund and the investment fund manager;
(fff) respecting fees payable by an issuer to an adviser as consideration for investment advice, alone or together with administrative or management services provided to a mutual fund or non-redeemable investment fund;
(ggg) respecting requirements relating to the qualification of a registrant to act as an adviser to a mutual fund or non-redeemable investment fund;
(hhh) regulating commodity pools, including without limiting the generality of the foregoing,
(i) prescribing disclosure requirements in respect of commodity pools and requiring or permitting the use of particular forms or types of additional offering or other documents in connection with commodity pools,
(ii) prescribing requirements in relation to promoters, advisers and persons who administer or participate in the administration of the affairs of commodity pools,
(iii) prescribing standards in relation to the suitability of investors in commodity pools,
(iv) prohibiting or restricting the payment of fees, commissions or compensation by commodity pools or holders of securities of commodity pools and restricting the reimbursement of costs in connection with the organization of commodity pools,
(v) prescribing requirements with respect to the voting rights of security holders, and
(vi) prescribing requirements in respect of the redemption of securities of a commodity pool;
(iii) regulating derivatives, including,
(i) prescribing disclosure requirements and requiring or prohibiting the use of particular forms or types of offering documents or other documents,
(ii) prescribing circumstances in which there is an obligation to deliver disclosure documents to counterparties to a derivatives trade, including requirements related to the timing of delivery of the documents,
(iii) prescribing additional requirements that must be satisfied before a disclosure document may be accepted;
(iii.1) regulating the trading of derivatives, including, but not limited to, prescribing
(i) requirements relating to the clearing and settlement of trades,
(ii) requirements relating to the reporting of trades and quotations,
(iii) derivatives or classes of derivatives in respect of which trades must be cleared or settled through a clearing agency recognized under paragraph 35(1)(d),
(iv) requirements that a derivative or class of derivatives be traded on an exchange recognized by the Commission under paragraph 35(1)(a),
(v) requirements that a derivative or class of derivatives be traded on a derivatives trading facility,
(vi) record keeping, reporting and transparency and disclosure requirements,
(vii) requirements respecting persons trading derivatives, including, but not limited to, trade reporting, clearing and settlement, margin, capital and collateral,
(viii) requirements relating to position limits,
(ix) requirements that a derivative or class of derivatives not be traded in New Brunswick, and
(x) requirements relating to the holding and maintenance of margin or collateral;
(iii.2) prescribing that a contract or instrument or class of contracts or instruments is a security or a class of securities;
(iii.3) prescribing that a contract or instrument or class of contracts or instruments is a derivative or a class of derivatives;
(iii.4) governing trust arrangements for the holding of securities, derivatives and funds of a client by a registrant;
(iii.5) respecting the transfer and pledging of securities or the trading of derivatives;
(jjj) varying the application of this Act or any regulation or rule to foreign issuers to facilitate distributions, compliance with requirements applicable or relating to reporting issuers and the making of take-over bids, issuer bids, insider bids, going-private transactions, business combinations and related party transactions;
(kkk) respecting requirements in relation to reverse take-overs, including without limiting the generality of the foregoing, requirements for disclosure that are substantially equivalent to that provided by a prospectus;
(kkk.1) prescribing requirements with respect to the governance of reporting issuers for the purposes of section 148.1;
(kkk.2) requiring investment funds to establish and maintain a body for the purposes described in subsection 148.2(1), prescribing its powers and duties and prescribing requirements relating to
(i) the mandate and functioning of the body,
(ii) the composition of the body and qualifications for membership on the body, including matters respecting the independence of members, and the process for selecting the members,
(iii) the standard of care that applies to members of the body when exercising their powers, performing their duties and carrying out their responsibilities,
(iv) the disclosure of information to security holders of the investment fund, to the investment fund manager and to the Commission, and
(v) matters affecting the investment fund that require review by the body or the approval of the body;
(lll) respecting the designation or recognition of any person, jurisdiction or instrument if advisable for the purposes of this Act, the regulations or the rules, including without limiting the generality of the foregoing,
(i) recognizing an exchange, a self-regulatory organization, a quotation and trade reporting system, a clearing agency, a trade repository, a derivatives trading facility or an auditor oversight body for any of the purposes of this Act, the regulations or the rules,
(ii) designating a person for the purpose of the definition “market participant”,
(iii) for the purpose of the definitions “insider”, “mutual fund”, “non-redeemable investment fund” or “reporting issuer”, designating a class of persons to be, or a person or class of persons not to be, an insider, a mutual fund, a non-redeemable investment fund or a reporting issuer, and
(iv) prescribing a contract or instrument or class of contracts or instruments not to be a derivative or a class of derivatives;
(lll.01) prescribing circumstances in which an order designating a person or a class of persons not to be a reporting issuer shall be deemed to be made, including, without limitation, the following circumstances:
(i) that a securities regulatory body in Canada has designated a person or a class of persons not to be a reporting issuer;
(ii) that the designation of a person or a class of persons not to be a reporting issuer has been deemed to be made under the laws of a province or territory of Canada other than New Brunswick that deal with the regulation of securities or derivatives markets and the trading in securities or derivatives in that province or territory;
(lll.02) prescribing circumstances in which the designation of a person or a class of persons to be a reporting issuer shall be deemed to be revoked, including, without limitation, the following circumstances:
(i) that a securities regulatory body in Canada has revoked the designation of a person or a class of persons as a reporting issuer;
(ii) that the designation of a person or a class of persons as a reporting issuer has been deemed to be revoked under the laws of a province or territory of Canada other than New Brunswick that deal with the regulation of securities or derivatives markets and the trading in securities or derivatives in that province or territory;
(lll.1) prescribing documents for the purposes of the definition of “core document” in section 161.1;
(lll.2) providing for the application of Part 11.1 to the acquisition of an issuer’s security pursuant to a distribution that is exempt from section 71 or 78 and to the acquisition or disposition of an issuer’s security in connection with or pursuant to a take-over bid or issuer bid;
(lll.3) prescribing transactions or classes of transactions for the purposes of paragraph 161.11(d);
(lll.4) respecting the determination of the amount of the profit made or loss avoided for the purposes of subsection 179(7);
(lll.5) designating one or more persons to perform a function relating to market integration, market transparency, market data consolidation or the clearing and settlement of trades;
(mmm) respecting the practice and procedure for investigations under Part 13;
(nnn) respecting, for the purposes of section 177, authorized disclosure of information by a person who is subject to an order under that section;
(nnn.1) respecting the administration and distribution of amounts disgorged to the Commission under paragraph 184(1)(p) or 187(4)(o);
(nnn.2) respecting the delegation or transfer of any New Brunswick authority to an extra-provincial securities commission under section 195.11;
(nnn.3) respecting the acceptance by the Commission or the Tribunal of any delegation or transfer of an extra-provincial authority from an extra-provincial securities commission under section 195.11;
(nnn.4) respecting any amendments to, or the revocation of, any delegation, transfer or acceptance of a delegation or transfer referred to in paragraph (nnn.2) or (nnn.3);
(nnn.5) respecting the adoption or incorporation by reference of extra-provincial securities laws under section 195.3, including the administration of those laws once adopted or incorporated by reference;
(nnn.6) respecting the administration of exemptions from New Brunswick securities law under section 195.4;
(nnn.7) respecting the administration of extra-provincial securities laws arising from or as a result of any matters described in paragraphs (nnn.2) to (nnn.6);
(nnn.8) respecting authorized disclosure of information received by the Commission or any employee of the Commission;
(ooo) prescribing fees and expenses, or limits on fees and expenses, for the purposes of section 167, 169 or 185;
(ppp) prescribing the fees payable for the purposes of this Act, the regulations or the rules, in connection with the administration of New Brunswick securities law or for services provided by the Commission or the Executive Director;
(qqq) providing for the collection by an exchange or self-regulatory organization that has been delegated a power or duty of the Commission or the Executive Director under section 41 of fees payable to the Commission or Executive Director and for their remission to the Commission or Executive Director;
(qqq.1) Repealed: 2013, c.31, s.36
(qqq.2) authorizing the Commission or the Tribunal to require a person to dispose of a security or a derivative acquired as a result of an intentional or accidental violation of a provision of a rule made under paragraph 59(1)(h) of the Financial and Consumer Services Commission Act;
(qqq.3) respecting the practice and procedure for hearings permitted or required under this Act, the regulations or the rules;
(rrr) respecting the media, format, preparation, amendment, form, content, execution, certification, dissemination, sending, delivery, filing, use, review and approval of all documents required under or governed by this Act, the regulations or the rules;
(rrr.1) prescribing the circumstances in which persons shall be deemed to have delivered or sent documents or information required under or governed by this Act, the regulations or the rules;
(sss) permitting or requiring, or varying this Act to permit or require methods of filing or delivery, to or by the Commission, issuers, registrants, security holders, holders of derivatives or others, of documents, information or other communications required under or governed by New Brunswick securities law;
(ttt) varying the requirements under this Act to permit or require the use of an electronic or computer-based system for the filing, delivery or deposit of documents or information required under or governed by this Act, the regulations or the rules;
(ttt.1) prescribing the fees that may be charged by a person that operates an electronic or computer-based system referred to in paragraph (ttt);
(uuu) establishing requirements for and procedures in respect of the use of an electronic or computer-based system for the filing, delivery or deposit of documents or information;
(vvv) providing for electronic signatures for the signing of documents and prescribing the circumstances under which persons shall be deemed to have signed or certified documents on an electronic or computer-based system for any purpose of this Act, the regulations or the rules;
(www) respecting exemptions from any requirement of this Act, the regulations or the rules or any provision of this Act, the regulations or the rules;
(www.1) respecting the circumstances under which and the conditions on which exemptions referred to in paragraph (www) apply, including without limiting the generality of the foregoing, circumstances and conditions
(i) relating to the laws of another jurisdiction respecting trading in securities or derivatives or relating to an exemption from a requirement of those laws granted by a securities regulatory authority in that jurisdiction, or
(ii) that apply to a person or a class of persons designated by the Commission;
(xxx) authorizing the Commission or the Executive Director to order that any or all of the exemptions under this Act, the regulations or the rules do not apply to a particular person, trade, security or derivative or class of persons, trades, securities or derivatives;
(yyy) varying any of the requirements of Part 5 or 10 or section 82, 88 or 149;
(zzz) prescribing any time period in this Act and providing for exemptions from or varying any time period in this Act;
(aaaa) prescribing anything that, by this Act, is to be prescribed by regulation;
(bbbb) respecting anything that, by this Act, is to be required by the regulations;
(cccc) defining any word or expression used in this Act but not defined in this Act for the purposes of this Act, the regulations or the rules;
(dddd) respecting any other matter or thing necessary or advisable to carry out the intent of this Act.
200(2)The Lieutenant-Governor in Council may make regulations
(a) Repealed: 2007, c.38, s.194
(b) Repealed: 2007, c.38, s.194
(c) Repealed: 2007, c.38, s.194
(d) respecting the practice and procedure that are to be followed by the Commission in making or amending rules;
(e) respecting the form and content of a notice of a rule to be published in The Royal Gazette under paragraph 201(1)(b);
(f) respecting the commencement of rules made by the Commission and the period during which rules made by the Commission are effective.
200(3)The Lieutenant-Governor in Council may, by order, amend or repeal any rule made by the Commission.
200(4)Subject to the approval of the Minister, the Commission, concurrently with making a rule, may make a regulation that amends or repeals any provision of a regulation made by the Lieutenant-Governor in Council under this Act or by the Commission under this subsection that in the opinion of the Commission is necessary or advisable to effectively implement the rule.
200(5)A regulation made under subsection (4) is not effective before the rule referred to in that subsection comes into force.
200(6)Subject to subsection (5), a regulation made under subsection (4) may be retroactive in its operation.
200(7)A regulation or rule authorized by this section may incorporate by reference, in whole or in part, any laws, any by-laws or other regulatory instruments or any codes, standards, procedures or guidelines as they are amended from time to time before or after the making of the regulation or the rule or as they read at a fixed time and may require compliance with any law, any by-law or other regulatory instrument or any code, standard, procedure or guideline so incorporated.
200(8)Regulations or rules may vary for or be made in respect of different persons, matters or things or different classes or categories of persons, matters or things.
200(9)A regulation or a rule may be general or particular in its application, may be limited as to time or place or both and may exclude any place from the application of the regulation or rule.
200(10)A regulation or rule may authorize the Commission or the Executive Director to grant an exemption to it or to revoke any such exemption.
200(11)An exemption or a revocation of an exemption may be granted in whole or in part and may be granted subject to conditions or restrictions.
200(12)The Regulations Act does not apply to the rules.
200(13)If there is a conflict or an inconsistency between a regulation made by the Lieutenant-Governor in Council under this Act and a rule, the regulation prevails but in all other respects a rule has the same force and effect as a regulation.
2007, c.38, s.194; 2008, c.22, s.64; 2011, c.43, s.42; 2013, c.31, s.36; 2013, c.43, s.49; 2014, c.25, s.4; 2016, c.18, s.11; 2019, c.32, s.14
Regulations and rules
200(1)The Lieutenant-Governor in Council may make regulations and the Commission may make rules
(a) respecting the application for registration and the amendment or reinstatement of registration;
(b) respecting the surrender, cancellation or expiration of registration and the obligations of a former registrant following the surrender, cancellation or expiration of registration;
(c) respecting the suspension of registration and the obligations of suspended registrants;
(d) prescribing categories or subcategories of registrants, prescribing capacities or conduct that require registration and that relate to another registrant’s compliance with New Brunswick securities law and classifying registrants into categories or subcategories;
(d.1) respecting circumstances in which a person is deemed to be registered for the purposes of this Act, the regulations or the rules, including without limiting the generality of the foregoing, the circumstance in which a person is registered under the laws of another jurisdiction in Canada respecting trading in securities or derivatives;
(e) respecting the terms and conditions of registration or other requirements in relation to registrants or any category or subcategory of registrants, including without limiting the generality of the foregoing,
(i) the standards of practice and the business conduct of registrants in dealing with their clients and prospective clients,
(ii) requirements that are advisable for the prevention or regulation of conflicts of interest, and
(iii) requirements in respect of membership in a self-regulatory organization;
(f) extending any requirements under subparagraph (e)(i) to unregistered directors, partners, employees, representatives and officers of registrants;
(g) prescribing requirements in respect of the residence in New Brunswick or Canada of registrants;
(h) prescribing requirements in respect of the ownership or control of registrants, requiring notification to the Commission by a registrant or other person of a proposed change in ownership or control of a registrant and authorizing the Tribunal to make an order that a proposed change may not be effected before a decision of the Tribunal as to whether it will exercise its powers under paragraph 184(1)(a) or (b) as a result of the proposed change;
(i) respecting requirements for the notification by a registrant in the form required by the Commission of any specified event or change and the reasons for any such event or change;
(j) prescribing standards for registrants in relation to the suitability for certain investors of certain securities or derivatives;
(k) respecting requirements for the disclosure or provision of information or material to the public, the Commission or the Executive Director by registrants or unregistered directors, partners, representatives, officers and control persons of registrants;
(l) varying the requirements under this Act in respect of the disclosure or provision of information or material to the public, the Commission or the Executive Director by registrants;
(l.1) respecting information sharing between registrants;
(l.2) respecting referral agreements entered into by a registrant;
(m) respecting requirements in relation to the books, records and documents required by subsection 162(1) to be kept by market participants, including without limiting the generality of the foregoing, the form in which and the period for which the books, records and documents are to be kept;
(m.1) prescribing classes of documents or records to which the Commission, any member of the Commission or any employee of the Commission shall not have access when exercising a power under Part 3, 12 or 13, as the case may be, in relation to an auditor oversight body;
(n) respecting auditing requirements in relation to registrants, including without limiting the generality of the foregoing, requirements with respect to the appointment of auditors, the conduct of audits and the preparation of reports by auditors;
(n.1) respecting any matter necessary or advisable to regulate the issuance of notices by auditors of reporting issuers;
(o) respecting requirements for the filing with the Commission or provision to the Commission by registrants of financial statements and auditors’ reports;
(p) prescribing the conditions and circumstances under which a person who is a corporation may undertake the duties, responsibilities and activities that a person who is a registrant and a shareholder of the corporation is authorized to undertake by virtue of being a registrant, including without limiting the generality of the foregoing, the establishment of a scheme for the registration of the corporation and the category of that registration;
(q) imposing liability on a registrant who is a dealer or adviser for the acts or omissions prescribed under paragraph (u) of a corporation that is a registrant under a scheme established under paragraph (p) where the dealer or adviser has a prescribed contractual relationship with the corporation;
(r) imposing liability on a person who is a registrant and a shareholder of a corporation for acts or omissions of the corporation if the corporation that performs the acts or fails to perform the acts is a registrant under a scheme established under paragraph (p);
(s) prescribing the terms and conditions under which a person who is in a contractual relationship with a dealer is deemed to be an employee of the dealer for the purposes of New Brunswick securities law and deemed to be qualified for registration in a category prescribed by regulation;
(t) imposing liability on a registrant who is a dealer for the acts and omissions prescribed under paragraph (v) of a person deemed to be an employee of the dealer under a regulation or rule made under paragraph (s);
(u) prescribing the acts or omissions of a corporation for which a registrant who is a dealer or adviser is liable;
(v) prescribing the acts or omissions of a person deemed to be an employee of a dealer for which a registrant who is a dealer is liable;
(w) prescribing requirements for control persons;
(x) respecting requirements for calling at or telephoning to residences for the purposes of trading in securities or derivatives;
(y) prescribing requirements in respect of representations relating to the future value or price of a security or a derivative;
(z) regulating the listing or trading of securities or derivatives, including without limiting the generality of the foregoing, requiring reporting of trades and quotations;
(z.1) regulating the trading of derivatives on a derivatives trading facility, including prescribing requirements for keeping records;
(aa) regulating an exchange, a self-regulatory organization, a quotation and trade reporting system, a clearing agency, an auditor oversight body, a trade repository or a derivatives trading facility recognized by the Commission under section 35;
(aa.1) regulating credit rating organizations, including without limiting the generality of the foregoing,
(i) prescribing requirements for the purposes of section 44.2, and
(ii) respecting the circumstances in which a credit rating organization or a class of credit rating organizations is deemed to be designated under subsection 44.1(1);
(bb) regulating trading or advising in securities or derivatives or regulating the securities industry or derivatives industry to prevent trading or advising that is fraudulent, manipulative, deceptive or unfairly detrimental to investors;
(bb.1) prescribing the circumstances in which a person or a class of persons is prohibited from trading or purchasing securities or derivatives or a particular security or derivative, including without limiting the generality of the foregoing, the circumstances in which a body empowered by the laws of another jurisdiction to regulate trading in securities or derivatives or to administer or enforce securities or derivatives laws in that jurisdiction has ordered that
(i) a person is prohibited from trading or purchasing securities or derivatives or a particular security or derivative, or
(ii) trades or purchases of a particular security cease or trades of a particular derivative cease;
(bb.11) prescribing the circumstances in which a contract or instrument or contract or instrument within a class of contracts or instruments is or is not a security or class of securities;
(bb.12) prescribing the circumstances in which a contract or instrument or contract or instrument within a class of contracts or instruments is or is not a derivative or class of derivatives;
(bb.2) prescribing requirements in relation to promoters, advisers or persons who promote the purchase or sale of securities of an issuer;
(cc) regulating trading or advising in penny stocks, including without limiting the generality of the foregoing, requirements for additional disclosure and suitability for investment;
(dd) regulating scholarship plans and the distribution and trading of the securities of scholarship plans;
(ee) prescribing categories or subcategories of issuers for the purposes of the prospectus requirements under this Act, the regulations and the rules and classifying issuers into categories or subcategories;
(ff) respecting certificates required to be contained in a preliminary prospectus, a prospectus or an amendment to a preliminary prospectus or prospectus, including without limiting the generality of the foregoing,
(i) authorizing the Executive Director to require persons to sign a certificate, subject to such terms and conditions as the Executive Director considers appropriate,
(ii) authorizing the Executive Director to permit the agent of a person who is required to sign a certificate, when the agent is duly authorized in writing, to sign the certificate on behalf of the person, and
(iii) authorizing the Executive Director to permit another person to sign a certificate when the Executive Director is satisfied on evidence or submissions that a person who is required to sign a certificate is for adequate cause not available to sign the certificate;
(gg) respecting, for the purposes of section 78, the lapse date of a prospectus and the continuation of a distribution after the lapse date, including without limiting the generality of the foregoing,
(i) prescribing the terms and conditions under which a distribution may be continued after the lapse date, and
(ii) prescribing the circumstances in which certain purchasers may cancel a trade made after the lapse date;
(hh) respecting requirements in respect of amendments to preliminary prospectuses or prospectuses, including without limiting the generality of the foregoing,
(i) prescribing the circumstances under which an amendment to a preliminary prospectus or prospectus must be filed and delivered, and
(ii) establishing requirements to obtain a receipt for an amendment to a preliminary prospectus or prospectus;
(ii) respecting the distribution of securities or the issuing of receipts, including without limiting the generality of the foregoing,
(i) varying any of the requirements under this Act to facilitate, expedite or regulate the distribution of securities or the issuing of receipts,
(ii) establishing requirements in respect of distributions of securities by means of a prospectus incorporating other documents by reference,
(iii) establishing requirements in respect of distributions of securities by means of a simplified or summary prospectus or other form of disclosure document,
(iv) establishing requirements in respect of distributions of securities on a continuous or delayed basis,
(v) establishing requirements in respect of pricing of distributions of securities after the issuance of a receipt for the prospectus filed in relation to the securities,
(vi) establishing procedures for the issuing of receipts for prospectuses after expedited or selective review,
(vii) respecting circumstances in which a receipt is deemed to have been issued for the purposes of this Act, the regulations or the rules, including the circumstance in which a receipt has been issued for a preliminary prospectus or prospectus under the laws of another jurisdiction in Canada respecting trading in securities,
(viii) establishing provisions for the incorporation by reference of certain documents in a prospectus or other document prescribed by regulation or rule and the effect, including from a liability and evidentiary perspective, of modifying or superseding statements, and
(ix) establishing provisions for eligibility requirements to file a prospectus or obtain a receipt for, or distribute under, a particular form of prospectus and the loss of that eligibility;
(ii.01) respecting, for the purpose of section 88, the disclosure documents required with respect to investment fund securities, including, without limitation,
(i) prescribing investment fund securities,
(ii) prescribing alternative trading systems, and
(iii) prescribing the time and manner for sending or delivering disclosure documents;
(ii.02) prescribing, for the purpose of subsection 88(1.3), circumstances in which an agreement of purchase and sale relating to a prescribed investment fund security is not binding on a purchaser;
(ii.1) respecting provisions for varying withdrawal rights;
(ii.2) prescribing circumstances in which a person that purchases a security under a distribution may cancel the purchase, including without limiting the generality of the foregoing,
(i) prescribing the period in which the purchaser may cancel the purchase,
(ii) prescribing the principles for determining the amount of the refund if the purchaser cancels the purchase, and
(iii) specifying the persons responsible for making and administering the payment of the refund and prescribing the period in which the refund must be paid;
(jj) respecting the circumstances under which the Executive Director must refuse to issue a receipt for a prospectus and varying the circumstances under this Act when the Executive Director must refuse to issue a receipt for a prospectus;
(kk) prescribing periods in which receipts for prospectuses are effective and the circumstances in which receipts may be revoked or deemed to be void;
(ll) respecting requirements for the escrow of securities in connection with distributions;
(mm) prescribing circumstances under which an issuer must provide information to a person to enable a distribution of previously issued securities of the issuer;
(nn) prescribing activities, including the use of documents or advertising, in which registrants or issuers are permitted to engage or are prohibited from engaging in connection with distributions;
(oo) prescribing which distributions and trading in relation to the distributions are distributions and trading outside New Brunswick;
(pp) prescribing reporting requirements in respect of a trade made in reliance on an exemption under the regulations or the rules from section 71;
(pp.1) prescribing requirements in connection with the first trade of securities previously acquired under an exemption from the prospectus requirements under this Act, the regulations or the rules;
(qq) respecting the circumstances under which a trade or type of trade that would not otherwise be a distribution shall be a distribution;
(qq.1) respecting the requirement to maintain a record of all persons to whom a preliminary prospectus has been sent under section 82 and respecting the availability of the record;
(rr) respecting the application of sections 88 and 149;
(ss) respecting requirements in relation to the preparation and dissemination and other use, by reporting issuers, of documents providing for continuous disclosure, including without limiting the generality of the foregoing, requirements in relation to
(i) financial statements,
(ii) supplemental analysis of financial statements,
(iii) an annual report,
(iv) a business acquisition report, and
(v) an annual information form;
(ss.1) respecting requirements for the disclosure or provision of information or material to the public, the Commission or the Executive Director by reporting issuers;
(ss.11) respecting requirements for the disclosure or provision of information or material to the public, the Commission or the Executive Director by an issuer the shares of which are traded on an exchange or a quotation and trade reporting system outside New Brunswick;
(ss.2) respecting requirements with respect to the disclosure by reporting issuers of material changes, including without limiting the generality of the foregoing,
(i) prescribing the time period within which a reporting issuer must make disclosure of a material change,
(ii) prescribing the manner in which a reporting issuer must make disclosure of a material change, and
(iii) prescribing circumstances under which a material change may remain confidential;
(ss.3) respecting the preparation, form and content requirements applicable to the public dissemination of forward-looking information by reporting issuers where the dissemination is not part of a required filing;
(tt) requiring issuers or other persons to comply, in whole or in part, with Part 7 or regulations or rules made under paragraph (ss), (ss.1), (ss.2) or (ss.3);
(uu) respecting the circumstances under which an issuer that would not otherwise be a reporting issuer shall be a reporting issuer;
(vv) respecting the voluntary surrender of reporting issuer status;
(ww) Repealed: 2007, c.38, s.194
(xx) respecting requirements in relation to financial accounting, reporting and auditing for the purposes of this Act, the regulations and the rules, including without limiting the generality of the foregoing,
(i) defining accounting principles and auditing standards acceptable to the Commission,
(ii) financial reporting requirements for the preparation and dissemination of forward-looking information and pro forma financial statements,
(iii) standards of independence and other qualifications for auditors,
(iv) requirements respecting a change in auditors by a reporting issuer or a registrant,
(v) requirements respecting a change in the financial year of an issuer or in an issuer’s status as a reporting issuer under this Act, the regulations or the rules,
(vi) defining auditing standards for attesting to and reporting on a reporting issuer’s internal controls, and
(vii) requiring evaluations of reporting issuers’ internal control over financial reporting and requiring reporting issuers to obtain audits of their internal control over financial reporting, including their management’s evaluation;
(yy) respecting requirements for the validity and solicitation of proxies ;
(zz) providing for the application of Part 7 and Part 8 in respect of registered holders or beneficial owners of voting securities or equity securities of reporting issuers or other persons on behalf of whom the securities are held, including in respect of reporting issuers, clearing agencies recognized by the Commission under paragraph 35(1)(d), registered holders, registrants and other persons who hold securities on behalf of persons but who are not the registered holders;
(aaa) regulating take-over bids, issuer bids, insider bids, going-private transactions, business combinations and related party transactions, including without limiting the generality of the foregoing,
(i) prescribing requirements or prohibitions relating to the conduct or management of the affairs of an issuer and of the affairs of its directors and officers before, during or after an offer to acquire, acquisition, offer to redeem, redemption, going-private transaction, business combination or related party transaction,
(ii) prescribing requirements for disclosure, valuations, review by independent committees of boards of directors and approval by minority security holders,
(iii) prescribing requirements respecting defensive tactics in connection with take-over bids,
(iv) prohibiting a person from purchasing or trading a security or a related financial instrument before, during or after an offer to acquire, acquisition, offer to redeem, redemption, going-private transaction, business combination or related party transaction, and
(v) for the purposes of section 126, prescribing types or classes of securities and prescribing percentages, disclosure requirements and prohibitions;
(bbb) respecting insider trading, self-dealing and conflicts of interest in relation to insider trading and self-dealing;
(bbb.1) prescribing insider reporting requirements in respect of a person;
(bbb.2) respecting requirements for the disclosure or provision of information or material to the public, the Commission or the Executive Director by insiders, including without limiting the generality of the foregoing,
(i) prescribing requirements respecting the reporting by insiders of any direct or indirect beneficial ownership of, or control or direction over, securities of a reporting issuer or changes in ownership, control or direction,
(ii) prescribing requirements respecting the reporting by insiders of any interest in or right or obligation associated with a related financial instrument or changes in such interests, rights or obligations,
(iii) prescribing requirements respecting the reporting by insiders of any agreement, arrangement or understanding that alters, directly or indirectly, an insider’s economic interest in a security of a reporting issuer or an insider’s economic exposure to a reporting issuer or changes in such agreements, arrangements or understandings, and
(iv) prescribing the circumstances when a person shall be deemed to have been an insider;
(bbb.3) extending any requirements under paragraph (bbb.2) to other persons;
(ccc) prescribing requirements in relation to the determination of the market value, the market price or the closing price of a security or a derivative, the net asset value of a security or the quantification of a person’s exposure resulting from a trade in a derivative, and authorizing the Commission to make that determination or that quantification;
(ddd) prescribing standards or criteria for determining when a material fact or material change has been generally disclosed;
(eee) regulating investment funds and the distribution and trading of the securities of the funds, including without limiting the generality of the foregoing,
(i) prescribing disclosure requirements in respect of the funds and requiring or permitting the use of particular forms or types of additional offering or other documents in connection with the funds,
(ii) prescribing permitted investment policy and investment practices for the funds and prohibiting or restricting certain investments or investment practices for the funds,
(iii) prescribing requirements governing the custodianship of assets of the funds,
(iv) prescribing minimum initial capital requirements for any of the funds making a distribution and prohibiting or restricting the reimbursement of costs in connection with the organization of a fund,
(v) prescribing matters affecting any of the funds that require the approval of security holders of the fund, the Commission or the Executive Director, including, in the case of security holders, the level of approval,
(vi) prescribing requirements in relation to the determination of the net asset value of investment funds and authorizing the Commission to make that determination,
(vii) prescribing requirements in respect of the content and use of sales literature, sales communications or advertising relating to the funds or the securities of funds,
(viii) designating mutual funds as private mutual funds and prescribing requirements for private mutual funds,
(ix) respecting sales charges imposed by a distribution company or contractual plan service company under a contractual plan on purchasers of shares or units of an investment fund, and commissions or sales incentives to be paid to registrants in connection with the securities of an investment fund,
(x) prescribing the circumstances under which a planholder under a contractual plan has the right to withdraw from the contractual plan,
(xi) prescribing procedures applicable to investment funds, registrants and any other person in respect of sales and redemptions of investment fund securities and payments for sales and redemptions,
(xii) prescribing requirements in relation to promoters, advisers or persons who administer or participate in the administration of the affairs of investment funds, and
(xiii) regulating conflicts of interest between the investment fund and the investment fund manager;
(fff) respecting fees payable by an issuer to an adviser as consideration for investment advice, alone or together with administrative or management services provided to a mutual fund or non-redeemable investment fund;
(ggg) respecting requirements relating to the qualification of a registrant to act as an adviser to a mutual fund or non-redeemable investment fund;
(hhh) regulating commodity pools, including without limiting the generality of the foregoing,
(i) prescribing disclosure requirements in respect of commodity pools and requiring or permitting the use of particular forms or types of additional offering or other documents in connection with commodity pools,
(ii) prescribing requirements in relation to promoters, advisers and persons who administer or participate in the administration of the affairs of commodity pools,
(iii) prescribing standards in relation to the suitability of investors in commodity pools,
(iv) prohibiting or restricting the payment of fees, commissions or compensation by commodity pools or holders of securities of commodity pools and restricting the reimbursement of costs in connection with the organization of commodity pools,
(v) prescribing requirements with respect to the voting rights of security holders, and
(vi) prescribing requirements in respect of the redemption of securities of a commodity pool;
(iii) regulating derivatives, including,
(i) prescribing disclosure requirements and requiring or prohibiting the use of particular forms or types of offering documents or other documents,
(ii) prescribing circumstances in which there is an obligation to deliver disclosure documents to counterparties to a derivatives trade, including requirements related to the timing of delivery of the documents,
(iii) prescribing additional requirements that must be satisfied before a disclosure document may be accepted;
(iii.1) regulating the trading of derivatives, including, but not limited to, prescribing
(i) requirements relating to the clearing and settlement of trades,
(ii) requirements relating to the reporting of trades and quotations,
(iii) derivatives or classes of derivatives in respect of which trades must be cleared or settled through a clearing agency recognized under paragraph 35(1)(d),
(iv) requirements that a derivative or class of derivatives be traded on an exchange recognized by the Commission under paragraph 35(1)(a),
(v) requirements that a derivative or class of derivatives be traded on a derivatives trading facility,
(vi) record keeping, reporting and transparency and disclosure requirements,
(vii) requirements respecting persons trading derivatives, including, but not limited to, trade reporting, clearing and settlement, margin, capital and collateral,
(viii) requirements relating to position limits,
(ix) requirements that a derivative or class of derivatives not be traded in New Brunswick, and
(x) requirements relating to the holding and maintenance of margin or collateral;
(iii.2) prescribing that a contract or instrument or class of contracts or instruments is a security or a class of securities;
(iii.3) prescribing that a contract or instrument or class of contracts or instruments is a derivative or a class of derivatives;
(iii.4) governing trust arrangements for the holding of securities, derivatives and funds of a client by a registrant;
(iii.5) respecting the transfer and pledging of securities or the trading of derivatives;
(jjj) varying the application of this Act or any regulation or rule to foreign issuers to facilitate distributions, compliance with requirements applicable or relating to reporting issuers and the making of take-over bids, issuer bids, insider bids, going-private transactions, business combinations and related party transactions;
(kkk) respecting requirements in relation to reverse take-overs, including without limiting the generality of the foregoing, requirements for disclosure that are substantially equivalent to that provided by a prospectus;
(kkk.1) prescribing requirements with respect to the governance of reporting issuers for the purposes of section 148.1;
(kkk.2) requiring investment funds to establish and maintain a body for the purposes described in subsection 148.2(1), prescribing its powers and duties and prescribing requirements relating to
(i) the mandate and functioning of the body,
(ii) the composition of the body and qualifications for membership on the body, including matters respecting the independence of members, and the process for selecting the members,
(iii) the standard of care that applies to members of the body when exercising their powers, performing their duties and carrying out their responsibilities,
(iv) the disclosure of information to security holders of the investment fund, to the investment fund manager and to the Commission, and
(v) matters affecting the investment fund that require review by the body or the approval of the body;
(lll) respecting the designation or recognition of any person, jurisdiction or instrument if advisable for the purposes of this Act, the regulations or the rules, including without limiting the generality of the foregoing,
(i) recognizing an exchange, a self-regulatory organization, a quotation and trade reporting system, a clearing agency, a trade repository, a derivatives trading facility or an auditor oversight body for any of the purposes of this Act, the regulations or the rules,
(ii) designating a person for the purpose of the definition “market participant”,
(iii) for the purpose of the definitions “insider”, “mutual fund”, “non-redeemable investment fund” or “reporting issuer”, designating a class of persons to be, or a person or class of persons not to be, an insider, a mutual fund, a non-redeemable investment fund or a reporting issuer, and
(iv) prescribing a contract or instrument or class of contracts or instruments not to be a derivative or a class of derivatives;
(lll.01) prescribing circumstances in which an order designating a person or a class of persons not to be a reporting issuer shall be deemed to be made, including, without limitation, the following circumstances:
(i) that a securities regulatory body in Canada has designated a person or a class of persons not to be a reporting issuer;
(ii) that the designation of a person or a class of persons not to be a reporting issuer has been deemed to be made under the laws of a province or territory of Canada other than New Brunswick that deal with the regulation of securities or derivatives markets and the trading in securities or derivatives in that province or territory;
(lll.02) prescribing circumstances in which the designation of a person or a class of persons to be a reporting issuer shall be deemed to be revoked, including, without limitation, the following circumstances:
(i) that a securities regulatory body in Canada has revoked the designation of a person or a class of persons as a reporting issuer;
(ii) that the designation of a person or a class of persons as a reporting issuer has been deemed to be revoked under the laws of a province or territory of Canada other than New Brunswick that deal with the regulation of securities or derivatives markets and the trading in securities or derivatives in that province or territory;
(lll.1) prescribing documents for the purposes of the definition of “core document” in section 161.1;
(lll.2) providing for the application of Part 11.1 to the acquisition of an issuer’s security pursuant to a distribution that is exempt from section 71 or 78 and to the acquisition or disposition of an issuer’s security in connection with or pursuant to a take-over bid or issuer bid;
(lll.3) prescribing transactions or classes of transactions for the purposes of paragraph 161.11(d);
(lll.4) respecting the determination of the amount of the profit made or loss avoided for the purposes of subsection 179(7);
(lll.5) designating one or more persons to perform a function relating to market integration, market transparency, market data consolidation or the clearing and settlement of trades;
(mmm) respecting the practice and procedure for investigations under Part 13;
(nnn) respecting, for the purposes of section 177, authorized disclosure of information by a person who is subject to an order under that section;
(nnn.1) respecting the administration and distribution of amounts disgorged to the Commission under paragraph 184(1)(p) or 187(4)(o);
(nnn.2) respecting the delegation or transfer of any New Brunswick authority to an extra-provincial securities commission under section 195.11;
(nnn.3) respecting the acceptance by the Commission or the Tribunal of any delegation or transfer of an extra-provincial authority from an extra-provincial securities commission under section 195.11;
(nnn.4) respecting any amendments to, or the revocation of, any delegation, transfer or acceptance of a delegation or transfer referred to in paragraph (nnn.2) or (nnn.3);
(nnn.5) respecting the adoption or incorporation by reference of extra-provincial securities laws under section 195.3, including the administration of those laws once adopted or incorporated by reference;
(nnn.6) respecting the administration of exemptions from New Brunswick securities law under section 195.4;
(nnn.7) respecting the administration of extra-provincial securities laws arising from or as a result of any matters described in paragraphs (nnn.2) to (nnn.6);
(nnn.8) respecting authorized disclosure of information received by the Commission or any employee of the Commission;
(ooo) prescribing fees and expenses, or limits on fees and expenses, for the purposes of section 167, 169 or 185;
(ppp) prescribing the fees payable for the purposes of this Act, the regulations or the rules, in connection with the administration of New Brunswick securities law or for services provided by the Commission or the Executive Director;
(qqq) providing for the collection by an exchange or self-regulatory organization that has been delegated a power or duty of the Commission or the Executive Director under section 41 of fees payable to the Commission or Executive Director and for their remission to the Commission or Executive Director;
(qqq.1) Repealed: 2013, c.31, s.36
(qqq.2) authorizing the Commission or the Tribunal to require a person to dispose of a security or a derivative acquired as a result of an intentional or accidental violation of a provision of a rule made under paragraph 59(1)(h) of the Financial and Consumer Services Commission Act;
(qqq.3) respecting the practice and procedure for hearings permitted or required under this Act, the regulations or the rules;
(rrr) respecting the media, format, preparation, amendment, form, content, execution, certification, dissemination, sending, delivery, filing, use, review and approval of all documents required under or governed by this Act, the regulations or the rules;
(rrr.1) prescribing the circumstances in which persons shall be deemed to have delivered or sent documents or information required under or governed by this Act, the regulations or the rules;
(sss) permitting or requiring, or varying this Act to permit or require methods of filing or delivery, to or by the Commission, issuers, registrants, security holders, holders of derivatives or others, of documents, information or other communications required under or governed by New Brunswick securities law;
(ttt) varying the requirements under this Act to permit or require the use of an electronic or computer-based system for the filing, delivery or deposit of documents or information required under or governed by this Act, the regulations or the rules;
(ttt.1) prescribing the fees that may be charged by a person that operates an electronic or computer-based system referred to in paragraph (ttt);
(uuu) establishing requirements for and procedures in respect of the use of an electronic or computer-based system for the filing, delivery or deposit of documents or information;
(vvv) providing for electronic signatures for the signing of documents and prescribing the circumstances under which persons shall be deemed to have signed or certified documents on an electronic or computer-based system for any purpose of this Act, the regulations or the rules;
(www) respecting exemptions from any requirement of this Act, the regulations or the rules or any provision of this Act, the regulations or the rules;
(www.1) respecting the circumstances under which and the conditions on which exemptions referred to in paragraph (www) apply, including without limiting the generality of the foregoing, circumstances and conditions
(i) relating to the laws of another jurisdiction respecting trading in securities or derivatives or relating to an exemption from a requirement of those laws granted by a securities regulatory authority in that jurisdiction, or
(ii) that apply to a person or a class of persons designated by the Commission;
(xxx) authorizing the Commission or the Executive Director to order that any or all of the exemptions under this Act, the regulations or the rules do not apply to a particular person, trade, security or derivative or class of persons, trades, securities or derivatives;
(yyy) varying any of the requirements of Part 5 or 10 or section 82, 88 or 149;
(zzz) prescribing any time period in this Act and providing for exemptions from or varying any time period in this Act;
(aaaa) prescribing anything that, by this Act, is to be prescribed by regulation;
(bbbb) respecting anything that, by this Act, is to be required by the regulations;
(cccc) defining any word or expression used in this Act but not defined in this Act for the purposes of this Act, the regulations or the rules;
(dddd) respecting any other matter or thing necessary or advisable to carry out the intent of this Act.
200(2)The Lieutenant-Governor in Council may make regulations
(a) Repealed: 2007, c.38, s.194
(b) Repealed: 2007, c.38, s.194
(c) Repealed: 2007, c.38, s.194
(d) respecting the practice and procedure that are to be followed by the Commission in making or amending rules;
(e) respecting the form and content of a notice of a rule to be published in The Royal Gazette under paragraph 201(1)(b);
(f) respecting the commencement of rules made by the Commission and the period during which rules made by the Commission are effective.
200(3)The Lieutenant-Governor in Council may, by order, amend or repeal any rule made by the Commission.
200(4)Subject to the approval of the Minister, the Commission, concurrently with making a rule, may make a regulation that amends or repeals any provision of a regulation made by the Lieutenant-Governor in Council under this Act or by the Commission under this subsection that in the opinion of the Commission is necessary or advisable to effectively implement the rule.
200(5)A regulation made under subsection (4) is not effective before the rule referred to in that subsection comes into force.
200(6)Subject to subsection (5), a regulation made under subsection (4) may be retroactive in its operation.
200(7)A regulation or rule authorized by this section may incorporate by reference, in whole or in part, any laws, any by-laws or other regulatory instruments or any codes, standards, procedures or guidelines as they are amended from time to time before or after the making of the regulation or the rule or as they read at a fixed time and may require compliance with any law, any by-law or other regulatory instrument or any code, standard, procedure or guideline so incorporated.
200(8)Regulations or rules may vary for or be made in respect of different persons, matters or things or different classes or categories of persons, matters or things.
200(9)A regulation or a rule may be general or particular in its application, may be limited as to time or place or both and may exclude any place from the application of the regulation or rule.
200(10)A regulation or rule may authorize the Commission or the Executive Director to grant an exemption to it or to revoke any such exemption.
200(11)An exemption or a revocation of an exemption may be granted in whole or in part and may be granted subject to conditions or restrictions.
200(12)The Regulations Act does not apply to the rules.
200(13)If there is a conflict or an inconsistency between a regulation made by the Lieutenant-Governor in Council under this Act and a rule, the regulation prevails but in all other respects a rule has the same force and effect as a regulation.
2007, c.38, s.194; 2008, c.22, s.64; 2011, c.43, s.42; 2013, c.31, s.36; 2013, c.43, s.49; 2014, c.25, s.4; 2016, c.18, s.11
Regulations and rules
200(1)The Lieutenant-Governor in Council may make regulations and the Commission may make rules
(a) respecting the application for registration and the amendment or reinstatement of registration;
(b) respecting the surrender, cancellation or expiration of registration and the obligations of a former registrant following the surrender, cancellation or expiration of registration;
(c) respecting the suspension of registration and the obligations of suspended registrants;
(d) prescribing categories or subcategories of registrants, prescribing capacities or conduct that require registration and that relate to another registrant’s compliance with New Brunswick securities law and classifying registrants into categories or subcategories;
(d.1) respecting circumstances in which a person is deemed to be registered for the purposes of this Act, the regulations or the rules, including without limiting the generality of the foregoing, the circumstance in which a person is registered under the laws of another jurisdiction in Canada respecting trading in securities or derivatives;
(e) respecting the terms and conditions of registration or other requirements in relation to registrants or any category or subcategory of registrants, including without limiting the generality of the foregoing,
(i) the standards of practice and the business conduct of registrants in dealing with their clients and prospective clients,
(ii) requirements that are advisable for the prevention or regulation of conflicts of interest, and
(iii) requirements in respect of membership in a self-regulatory organization;
(f) extending any requirements under subparagraph (e)(i) to unregistered directors, partners, employees, representatives and officers of registrants;
(g) prescribing requirements in respect of the residence in New Brunswick or Canada of registrants;
(h) prescribing requirements in respect of the ownership or control of registrants, requiring notification to the Commission by a registrant or other person of a proposed change in ownership or control of a registrant and authorizing the Tribunal to make an order that a proposed change may not be effected before a decision of the Tribunal as to whether it will exercise its powers under paragraph 184(1)(a) or (b) as a result of the proposed change;
(i) respecting requirements for the notification by a registrant in the form required by the Commission of any specified event or change and the reasons for any such event or change;
(j) prescribing standards for registrants in relation to the suitability for certain investors of certain securities or derivatives;
(k) respecting requirements for the disclosure or provision of information or material to the public, the Commission or the Executive Director by registrants or unregistered directors, partners, representatives, officers and control persons of registrants;
(l) varying the requirements under this Act in respect of the disclosure or provision of information or material to the public, the Commission or the Executive Director by registrants;
(l.1) respecting information sharing between registrants;
(l.2) respecting referral agreements entered into by a registrant;
(m) respecting requirements in relation to the books, records and documents required by subsection 162(1) to be kept by market participants, including without limiting the generality of the foregoing, the form in which and the period for which the books, records and documents are to be kept;
(m.1) prescribing classes of documents or records to which the Commission, any member of the Commission or any employee of the Commission shall not have access when exercising a power under Part 3, 12 or 13, as the case may be, in relation to an auditor oversight body;
(n) respecting auditing requirements in relation to registrants, including without limiting the generality of the foregoing, requirements with respect to the appointment of auditors, the conduct of audits and the preparation of reports by auditors;
(n.1) respecting any matter necessary or advisable to regulate the issuance of notices by auditors of reporting issuers;
(o) respecting requirements for the filing with the Commission or provision to the Commission by registrants of financial statements and auditors’ reports;
(p) prescribing the conditions and circumstances under which a person who is a corporation may undertake the duties, responsibilities and activities that a person who is a registrant and a shareholder of the corporation is authorized to undertake by virtue of being a registrant, including without limiting the generality of the foregoing, the establishment of a scheme for the registration of the corporation and the category of that registration;
(q) imposing liability on a registrant who is a dealer or adviser for the acts or omissions prescribed under paragraph (u) of a corporation that is a registrant under a scheme established under paragraph (p) where the dealer or adviser has a prescribed contractual relationship with the corporation;
(r) imposing liability on a person who is a registrant and a shareholder of a corporation for acts or omissions of the corporation if the corporation that performs the acts or fails to perform the acts is a registrant under a scheme established under paragraph (p);
(s) prescribing the terms and conditions under which a person who is in a contractual relationship with a dealer is deemed to be an employee of the dealer for the purposes of New Brunswick securities law and deemed to be qualified for registration in a category prescribed by regulation;
(t) imposing liability on a registrant who is a dealer for the acts and omissions prescribed under paragraph (v) of a person deemed to be an employee of the dealer under a regulation or rule made under paragraph (s);
(u) prescribing the acts or omissions of a corporation for which a registrant who is a dealer or adviser is liable;
(v) prescribing the acts or omissions of a person deemed to be an employee of a dealer for which a registrant who is a dealer is liable;
(w) prescribing requirements for control persons;
(x) respecting requirements for calling at or telephoning to residences for the purposes of trading in securities or derivatives;
(y) prescribing requirements in respect of representations relating to the future value or price of a security or a derivative;
(z) regulating the listing or trading of securities or derivatives, including without limiting the generality of the foregoing, requiring reporting of trades and quotations;
(z.1) regulating the trading of derivatives on a derivatives trading facility, including prescribing requirements for keeping records;
(aa) regulating an exchange, a self-regulatory organization, a quotation and trade reporting system, a clearing agency, an auditor oversight body, a trade repository or a derivatives trading facility recognized by the Commission under section 35;
(aa.1) regulating credit rating organizations, including without limiting the generality of the foregoing,
(i) prescribing requirements for the purposes of section 44.2, and
(ii) respecting the circumstances in which a credit rating organization or a class of credit rating organizations is deemed to be designated under subsection 44.1(1);
(bb) regulating trading or advising in securities or derivatives or regulating the securities industry or derivatives industry to prevent trading or advising that is fraudulent, manipulative, deceptive or unfairly detrimental to investors;
(bb.1) prescribing the circumstances in which a person or a class of persons is prohibited from trading or purchasing securities or derivatives or a particular security or derivative, including without limiting the generality of the foregoing, the circumstances in which a body empowered by the laws of another jurisdiction to regulate trading in securities or derivatives or to administer or enforce securities or derivatives laws in that jurisdiction has ordered that
(i) a person is prohibited from trading or purchasing securities or derivatives or a particular security or derivative, or
(ii) trades or purchases of a particular security cease or trades of a particular derivative cease;
(bb.11) prescribing the circumstances in which a contract or instrument or contract or instrument within a class of contracts or instruments is or is not a security or class of securities;
(bb.12) prescribing the circumstances in which a contract or instrument or contract or instrument within a class of contracts or instruments is or is not a derivative or class of derivatives;
(bb.2) prescribing requirements in relation to promoters, advisers or persons who promote the purchase or sale of securities of an issuer;
(cc) regulating trading or advising in penny stocks, including without limiting the generality of the foregoing, requirements for additional disclosure and suitability for investment;
(dd) regulating scholarship plans and the distribution and trading of the securities of scholarship plans;
(ee) prescribing categories or subcategories of issuers for the purposes of the prospectus requirements under this Act, the regulations and the rules and classifying issuers into categories or subcategories;
(ff) respecting certificates required to be contained in a preliminary prospectus, a prospectus or an amendment to a preliminary prospectus or prospectus, including without limiting the generality of the foregoing,
(i) authorizing the Executive Director to require persons to sign a certificate, subject to such terms and conditions as the Executive Director considers appropriate,
(ii) authorizing the Executive Director to permit the agent of a person who is required to sign a certificate, when the agent is duly authorized in writing, to sign the certificate on behalf of the person, and
(iii) authorizing the Executive Director to permit another person to sign a certificate when the Executive Director is satisfied on evidence or submissions that a person who is required to sign a certificate is for adequate cause not available to sign the certificate;
(gg) respecting, for the purposes of section 78, the lapse date of a prospectus and the continuation of a distribution after the lapse date, including without limiting the generality of the foregoing,
(i) prescribing the terms and conditions under which a distribution may be continued after the lapse date, and
(ii) prescribing the circumstances in which certain purchasers may cancel a trade made after the lapse date;
(hh) respecting requirements in respect of amendments to preliminary prospectuses or prospectuses, including without limiting the generality of the foregoing,
(i) prescribing the circumstances under which an amendment to a preliminary prospectus or prospectus must be filed and delivered, and
(ii) establishing requirements to obtain a receipt for an amendment to a preliminary prospectus or prospectus;
(ii) respecting the distribution of securities or the issuing of receipts, including without limiting the generality of the foregoing,
(i) varying any of the requirements under this Act to facilitate, expedite or regulate the distribution of securities or the issuing of receipts,
(ii) establishing requirements in respect of distributions of securities by means of a prospectus incorporating other documents by reference,
(iii) establishing requirements in respect of distributions of securities by means of a simplified or summary prospectus or other form of disclosure document,
(iv) establishing requirements in respect of distributions of securities on a continuous or delayed basis,
(v) establishing requirements in respect of pricing of distributions of securities after the issuance of a receipt for the prospectus filed in relation to the securities,
(vi) establishing procedures for the issuing of receipts for prospectuses after expedited or selective review,
(vii) respecting circumstances in which a receipt is deemed to have been issued for the purposes of this Act, the regulations or the rules, including the circumstance in which a receipt has been issued for a preliminary prospectus or prospectus under the laws of another jurisdiction in Canada respecting trading in securities,
(viii) establishing provisions for the incorporation by reference of certain documents in a prospectus or other document prescribed by regulation or rule and the effect, including from a liability and evidentiary perspective, of modifying or superseding statements, and
(ix) establishing provisions for eligibility requirements to file a prospectus or obtain a receipt for, or distribute under, a particular form of prospectus and the loss of that eligibility;
(ii.01) respecting, for the purpose of section 88, the disclosure documents required with respect to investment fund securities, including, without limitation,
(i) prescribing investment fund securities,
(ii) prescribing alternative trading systems, and
(iii) prescribing the time and manner for sending or delivering disclosure documents;
(ii.02) prescribing, for the purpose of subsection 88(1.3), circumstances in which an agreement of purchase and sale relating to a prescribed investment fund security is not binding on a purchaser;
(ii.1) respecting provisions for varying withdrawal rights;
(ii.2) prescribing circumstances in which a person that purchases a security under a distribution may cancel the purchase, including without limiting the generality of the foregoing,
(i) prescribing the period in which the purchaser may cancel the purchase,
(ii) prescribing the principles for determining the amount of the refund if the purchaser cancels the purchase, and
(iii) specifying the persons responsible for making and administering the payment of the refund and prescribing the period in which the refund must be paid;
(jj) respecting the circumstances under which the Executive Director must refuse to issue a receipt for a prospectus and varying the circumstances under this Act when the Executive Director must refuse to issue a receipt for a prospectus;
(kk) prescribing periods in which receipts for prospectuses are effective and the circumstances in which receipts may be revoked or deemed to be void;
(ll) respecting requirements for the escrow of securities in connection with distributions;
(mm) prescribing circumstances under which an issuer must provide information to a person to enable a distribution of previously issued securities of the issuer;
(nn) prescribing activities, including the use of documents or advertising, in which registrants or issuers are permitted to engage or are prohibited from engaging in connection with distributions;
(oo) prescribing which distributions and trading in relation to the distributions are distributions and trading outside New Brunswick;
(pp) prescribing reporting requirements in respect of a trade made in reliance on an exemption under the regulations or the rules from section 71;
(pp.1) prescribing requirements in connection with the first trade of securities previously acquired under an exemption from the prospectus requirements under this Act, the regulations or the rules;
(qq) respecting the circumstances under which a trade or type of trade that would not otherwise be a distribution shall be a distribution;
(qq.1) respecting the requirement to maintain a record of all persons to whom a preliminary prospectus has been sent under section 82 and respecting the availability of the record;
(rr) respecting the application of sections 88 and 149;
(ss) respecting requirements in relation to the preparation and dissemination and other use, by reporting issuers, of documents providing for continuous disclosure, including without limiting the generality of the foregoing, requirements in relation to
(i) financial statements,
(ii) supplemental analysis of financial statements,
(iii) an annual report,
(iv) a business acquisition report, and
(v) an annual information form;
(ss.1) respecting requirements for the disclosure or provision of information or material to the public, the Commission or the Executive Director by reporting issuers;
(ss.11) respecting requirements for the disclosure or provision of information or material to the public, the Commission or the Executive Director by an issuer the shares of which are traded on an exchange or a quotation and trade reporting system outside New Brunswick;
(ss.2) respecting requirements with respect to the disclosure by reporting issuers of material changes, including without limiting the generality of the foregoing,
(i) prescribing the time period within which a reporting issuer must make disclosure of a material change,
(ii) prescribing the manner in which a reporting issuer must make disclosure of a material change, and
(iii) prescribing circumstances under which a material change may remain confidential;
(ss.3) respecting the preparation, form and content requirements applicable to the public dissemination of forward-looking information by reporting issuers where the dissemination is not part of a required filing;
(tt) requiring issuers or other persons to comply, in whole or in part, with Part 7 or regulations or rules made under paragraph (ss), (ss.1), (ss.2) or (ss.3);
(uu) respecting the circumstances under which an issuer that would not otherwise be a reporting issuer shall be a reporting issuer;
(vv) respecting the voluntary surrender of reporting issuer status;
(ww) Repealed: 2007, c.38, s.194
(xx) respecting requirements in relation to financial accounting, reporting and auditing for the purposes of this Act, the regulations and the rules, including without limiting the generality of the foregoing,
(i) defining accounting principles and auditing standards acceptable to the Commission,
(ii) financial reporting requirements for the preparation and dissemination of forward-looking information and pro forma financial statements,
(iii) standards of independence and other qualifications for auditors,
(iv) requirements respecting a change in auditors by a reporting issuer or a registrant,
(v) requirements respecting a change in the financial year of an issuer or in an issuer’s status as a reporting issuer under this Act, the regulations or the rules,
(vi) defining auditing standards for attesting to and reporting on a reporting issuer’s internal controls, and
(vii) requiring evaluations of reporting issuers’ internal control over financial reporting and requiring reporting issuers to obtain audits of their internal control over financial reporting, including their management’s evaluation;
(yy) respecting requirements for the validity and solicitation of proxies ;
(zz) providing for the application of Part 7 and Part 8 in respect of registered holders or beneficial owners of voting securities or equity securities of reporting issuers or other persons on behalf of whom the securities are held, including in respect of reporting issuers, clearing agencies recognized by the Commission under paragraph 35(1)(d), registered holders, registrants and other persons who hold securities on behalf of persons but who are not the registered holders;
(aaa) regulating take-over bids, issuer bids, insider bids, going-private transactions, business combinations and related party transactions, including without limiting the generality of the foregoing,
(i) prescribing requirements or prohibitions relating to the conduct or management of the affairs of an issuer and of the affairs of its directors and officers before, during or after an offer to acquire, acquisition, offer to redeem, redemption, going-private transaction, business combination or related party transaction,
(ii) prescribing requirements for disclosure, valuations, review by independent committees of boards of directors and approval by minority security holders,
(iii) prescribing requirements respecting defensive tactics in connection with take-over bids,
(iv) prohibiting a person from purchasing or trading a security or a related financial instrument before, during or after an offer to acquire, acquisition, offer to redeem, redemption, going-private transaction, business combination or related party transaction, and
(v) for the purposes of section 126, prescribing types or classes of securities and prescribing percentages, disclosure requirements and prohibitions;
(bbb) respecting insider trading, self-dealing and conflicts of interest in relation to insider trading and self-dealing;
(bbb.1) prescribing insider reporting requirements in respect of a person;
(bbb.2) respecting requirements for the disclosure or provision of information or material to the public, the Commission or the Executive Director by insiders, including without limiting the generality of the foregoing,
(i) prescribing requirements respecting the reporting by insiders of any direct or indirect beneficial ownership of, or control or direction over, securities of a reporting issuer or changes in ownership, control or direction,
(ii) prescribing requirements respecting the reporting by insiders of any interest in or right or obligation associated with a related financial instrument or changes in such interests, rights or obligations,
(iii) prescribing requirements respecting the reporting by insiders of any agreement, arrangement or understanding that alters, directly or indirectly, an insider’s economic interest in a security of a reporting issuer or an insider’s economic exposure to a reporting issuer or changes in such agreements, arrangements or understandings, and
(iv) prescribing the circumstances when a person shall be deemed to have been an insider;
(bbb.3) extending any requirements under paragraph (bbb.2) to other persons;
(ccc) prescribing requirements in relation to the determination of the market value, the market price or the closing price of a security or a derivative, the net asset value of a security or the quantification of a person’s exposure resulting from a trade in a derivative, and authorizing the Commission to make that determination or that quantification;
(ddd) prescribing standards or criteria for determining when a material fact or material change has been generally disclosed;
(eee) regulating investment funds and the distribution and trading of the securities of the funds, including without limiting the generality of the foregoing,
(i) prescribing disclosure requirements in respect of the funds and requiring or permitting the use of particular forms or types of additional offering or other documents in connection with the funds,
(ii) prescribing permitted investment policy and investment practices for the funds and prohibiting or restricting certain investments or investment practices for the funds,
(iii) prescribing requirements governing the custodianship of assets of the funds,
(iv) prescribing minimum initial capital requirements for any of the funds making a distribution and prohibiting or restricting the reimbursement of costs in connection with the organization of a fund,
(v) prescribing matters affecting any of the funds that require the approval of security holders of the fund, the Commission or the Executive Director, including, in the case of security holders, the level of approval,
(vi) prescribing requirements in relation to the determination of the net asset value of investment funds and authorizing the Commission to make that determination,
(vii) prescribing requirements in respect of the content and use of sales literature, sales communications or advertising relating to the funds or the securities of funds,
(viii) designating mutual funds as private mutual funds and prescribing requirements for private mutual funds,
(ix) respecting sales charges imposed by a distribution company or contractual plan service company under a contractual plan on purchasers of shares or units of an investment fund, and commissions or sales incentives to be paid to registrants in connection with the securities of an investment fund,
(x) prescribing the circumstances under which a planholder under a contractual plan has the right to withdraw from the contractual plan,
(xi) prescribing procedures applicable to investment funds, registrants and any other person in respect of sales and redemptions of investment fund securities and payments for sales and redemptions,
(xii) prescribing requirements in relation to promoters, advisers or persons who administer or participate in the administration of the affairs of investment funds, and
(xiii) regulating conflicts of interest between the investment fund and the investment fund manager;
(fff) respecting fees payable by an issuer to an adviser as consideration for investment advice, alone or together with administrative or management services provided to a mutual fund or non-redeemable investment fund;
(ggg) respecting requirements relating to the qualification of a registrant to act as an adviser to a mutual fund or non-redeemable investment fund;
(hhh) regulating commodity pools, including without limiting the generality of the foregoing,
(i) prescribing disclosure requirements in respect of commodity pools and requiring or permitting the use of particular forms or types of additional offering or other documents in connection with commodity pools,
(ii) prescribing requirements in relation to promoters, advisers and persons who administer or participate in the administration of the affairs of commodity pools,
(iii) prescribing standards in relation to the suitability of investors in commodity pools,
(iv) prohibiting or restricting the payment of fees, commissions or compensation by commodity pools or holders of securities of commodity pools and restricting the reimbursement of costs in connection with the organization of commodity pools,
(v) prescribing requirements with respect to the voting rights of security holders, and
(vi) prescribing requirements in respect of the redemption of securities of a commodity pool;
(iii) regulating derivatives, including,
(i) prescribing disclosure requirements and requiring or prohibiting the use of particular forms or types of offering documents or other documents,
(ii) prescribing circumstances in which there is an obligation to deliver disclosure documents to counterparties to a derivatives trade, including requirements related to the timing of delivery of the documents,
(iii) prescribing additional requirements that must be satisfied before a disclosure document may be accepted;
(iii.1) regulating the trading of derivatives, including, but not limited to, prescribing
(i) requirements relating to the clearing and settlement of trades,
(ii) requirements relating to the reporting of trades and quotations,
(iii) derivatives or classes of derivatives in respect of which trades must be cleared or settled through a clearing agency recognized under paragraph 35(1)(d),
(iv) requirements that a derivative or class of derivatives be traded on an exchange recognized by the Commission under paragraph 35(1)(a),
(v) requirements that a derivative or class of derivatives be traded on a derivatives trading facility,
(vi) record keeping, reporting and transparency and disclosure requirements,
(vii) requirements respecting persons trading derivatives, including, but not limited to, trade reporting, clearing and settlement, margin, capital and collateral,
(viii) requirements relating to position limits,
(ix) requirements that a derivative or class of derivatives not be traded in New Brunswick, and
(x) requirements relating to the holding and maintenance of margin or collateral;
(iii.2) prescribing that a contract or instrument or class of contracts or instruments is a security or a class of securities;
(iii.3) prescribing that a contract or instrument or class of contracts or instruments is a derivative or a class of derivatives;
(iii.4) governing trust arrangements for the holding of securities, derivatives and funds of a client by a registrant;
(iii.5) respecting the transfer and pledging of securities or the trading of derivatives;
(jjj) varying the application of this Act or any regulation or rule to foreign issuers to facilitate distributions, compliance with requirements applicable or relating to reporting issuers and the making of take-over bids, issuer bids, insider bids, going-private transactions, business combinations and related party transactions;
(kkk) respecting requirements in relation to reverse take-overs, including without limiting the generality of the foregoing, requirements for disclosure that are substantially equivalent to that provided by a prospectus;
(lll) respecting the designation or recognition of any person, jurisdiction or instrument if advisable for the purposes of this Act, the regulations or the rules, including without limiting the generality of the foregoing,
(i) recognizing an exchange, a self-regulatory organization, a quotation and trade reporting system, a clearing agency, a trade repository, a derivatives trading facility or an auditor oversight body for any of the purposes of this Act, the regulations or the rules,
(ii) designating a person for the purpose of the definition “market participant”,
(iii) for the purpose of the definitions “insider”, “mutual fund”, “non-redeemable investment fund” or “reporting issuer”, designating a class of persons to be, or a person or class of persons not to be, an insider, a mutual fund, a non-redeemable investment fund or a reporting issuer, and
(iv) prescribing a contract or instrument or class of contracts or instruments not to be a derivative or a class of derivatives;
(lll.01) prescribing circumstances in which an order designating a person or a class of persons not to be a reporting issuer shall be deemed to be made, including, without limitation, the following circumstances:
(i) that a securities regulatory body in Canada has designated a person or a class of persons not to be a reporting issuer;
(ii) that the designation of a person or a class of persons not to be a reporting issuer has been deemed to be made under the laws of a province or territory of Canada other than New Brunswick that deal with the regulation of securities or derivatives markets and the trading in securities or derivatives in that province or territory;
(lll.02) prescribing circumstances in which the designation of a person or a class of persons to be a reporting issuer shall be deemed to be revoked, including, without limitation, the following circumstances:
(i) that a securities regulatory body in Canada has revoked the designation of a person or a class of persons as a reporting issuer;
(ii) that the designation of a person or a class of persons as a reporting issuer has been deemed to be revoked under the laws of a province or territory of Canada other than New Brunswick that deal with the regulation of securities or derivatives markets and the trading in securities or derivatives in that province or territory;
(lll.1) prescribing documents for the purposes of the definition of “core document” in section 161.1;
(lll.2) providing for the application of Part 11.1 to the acquisition of an issuer’s security pursuant to a distribution that is exempt from section 71 or 78 and to the acquisition or disposition of an issuer’s security in connection with or pursuant to a take-over bid or issuer bid;
(lll.3) prescribing transactions or classes of transactions for the purposes of paragraph 161.11(d);
(lll.4) respecting the determination of the amount of the profit made or loss avoided for the purposes of subsection 179(7);
(lll.5) designating one or more persons to perform a function relating to market integration, market transparency, market data consolidation or the clearing and settlement of trades;
(mmm) respecting the practice and procedure for investigations under Part 13;
(nnn) respecting, for the purposes of section 177, authorized disclosure of information by a person who is subject to an order under that section;
(nnn.1) respecting the administration and distribution of amounts disgorged to the Commission under paragraph 184(1)(p) or 187(4)(o);
(nnn.2) respecting the delegation or transfer of any New Brunswick authority to an extra-provincial securities commission under section 195.11;
(nnn.3) respecting the acceptance by the Commission or the Tribunal of any delegation or transfer of an extra-provincial authority from an extra-provincial securities commission under section 195.11;
(nnn.4) respecting any amendments to, or the revocation of, any delegation, transfer or acceptance of a delegation or transfer referred to in paragraph (nnn.2) or (nnn.3);
(nnn.5) respecting the adoption or incorporation by reference of extra-provincial securities laws under section 195.3, including the administration of those laws once adopted or incorporated by reference;
(nnn.6) respecting the administration of exemptions from New Brunswick securities law under section 195.4;
(nnn.7) respecting the administration of extra-provincial securities laws arising from or as a result of any matters described in paragraphs (nnn.2) to (nnn.6);
(nnn.8) respecting authorized disclosure of information received by the Commission or any employee of the Commission;
(ooo) prescribing fees and expenses, or limits on fees and expenses, for the purposes of section 167, 169 or 185;
(ppp) prescribing the fees payable for the purposes of this Act, the regulations or the rules, in connection with the administration of New Brunswick securities law or for services provided by the Commission or the Executive Director;
(qqq) providing for the collection by an exchange or self-regulatory organization that has been delegated a power or duty of the Commission or the Executive Director under section 41 of fees payable to the Commission or Executive Director and for their remission to the Commission or Executive Director;
(qqq.1) Repealed: 2013, c.31, s.36
(qqq.2) authorizing the Commission or the Tribunal to require a person to dispose of a security or a derivative acquired as a result of an intentional or accidental violation of a provision of a rule made under paragraph 59(1)(h) of the Financial and Consumer Services Commission Act;
(qqq.3) respecting the practice and procedure for hearings permitted or required under this Act, the regulations or the rules;
(rrr) respecting the media, format, preparation, amendment, form, content, execution, certification, dissemination, sending, delivery, filing, use, review and approval of all documents required under or governed by this Act, the regulations or the rules;
(rrr.1) prescribing the circumstances in which persons shall be deemed to have delivered or sent documents or information required under or governed by this Act, the regulations or the rules;
(sss) permitting or requiring, or varying this Act to permit or require methods of filing or delivery, to or by the Commission, issuers, registrants, security holders, holders of derivatives or others, of documents, information or other communications required under or governed by New Brunswick securities law;
(ttt) varying the requirements under this Act to permit or require the use of an electronic or computer-based system for the filing, delivery or deposit of documents or information required under or governed by this Act, the regulations or the rules;
(ttt.1) prescribing the fees that may be charged by a person that operates an electronic or computer-based system referred to in paragraph (ttt);
(uuu) establishing requirements for and procedures in respect of the use of an electronic or computer-based system for the filing, delivery or deposit of documents or information;
(vvv) providing for electronic signatures for the signing of documents and prescribing the circumstances under which persons shall be deemed to have signed or certified documents on an electronic or computer-based system for any purpose of this Act, the regulations or the rules;
(www) respecting exemptions from any requirement of this Act, the regulations or the rules or any provision of this Act, the regulations or the rules;
(www.1) respecting the circumstances under which and the conditions on which exemptions referred to in paragraph (www) apply, including without limiting the generality of the foregoing, circumstances and conditions
(i) relating to the laws of another jurisdiction respecting trading in securities or derivatives or relating to an exemption from a requirement of those laws granted by a securities regulatory authority in that jurisdiction, or
(ii) that apply to a person or a class of persons designated by the Commission;
(xxx) authorizing the Commission or the Executive Director to order that any or all of the exemptions under this Act, the regulations or the rules do not apply to a particular person, trade, security or derivative or class of persons, trades, securities or derivatives;
(yyy) varying any of the requirements of Part 5 or 10 or section 82, 88 or 149;
(zzz) prescribing any time period in this Act and providing for exemptions from or varying any time period in this Act;
(aaaa) prescribing anything that, by this Act, is to be prescribed by regulation;
(bbbb) respecting anything that, by this Act, is to be required by the regulations;
(cccc) defining any word or expression used in this Act but not defined in this Act for the purposes of this Act, the regulations or the rules;
(dddd) respecting any other matter or thing necessary or advisable to carry out the intent of this Act.
200(2)The Lieutenant-Governor in Council may make regulations
(a) Repealed: 2007, c.38, s.194
(b) Repealed: 2007, c.38, s.194
(c) Repealed: 2007, c.38, s.194
(d) respecting the practice and procedure that are to be followed by the Commission in making or amending rules;
(e) respecting the form and content of a notice of a rule to be published in The Royal Gazette under paragraph 201(1)(b);
(f) respecting the commencement of rules made by the Commission and the period during which rules made by the Commission are effective.
200(3)The Lieutenant-Governor in Council may, by order, amend or repeal any rule made by the Commission.
200(4)Subject to the approval of the Minister, the Commission, concurrently with making a rule, may make a regulation that amends or repeals any provision of a regulation made by the Lieutenant-Governor in Council under this Act or by the Commission under this subsection that in the opinion of the Commission is necessary or advisable to effectively implement the rule.
200(5)A regulation made under subsection (4) is not effective before the rule referred to in that subsection comes into force.
200(6)Subject to subsection (5), a regulation made under subsection (4) may be retroactive in its operation.
200(7)A regulation or rule authorized by this section may incorporate by reference, in whole or in part, any laws, any by-laws or other regulatory instruments or any codes, standards, procedures or guidelines as they are amended from time to time before or after the making of the regulation or the rule or as they read at a fixed time and may require compliance with any law, any by-law or other regulatory instrument or any code, standard, procedure or guideline so incorporated.
200(8)Regulations or rules may vary for or be made in respect of different persons, matters or things or different classes or categories of persons, matters or things.
200(9)A regulation or a rule may be general or particular in its application, may be limited as to time or place or both and may exclude any place from the application of the regulation or rule.
200(10)A regulation or rule may authorize the Commission or the Executive Director to grant an exemption to it or to revoke any such exemption.
200(11)An exemption or a revocation of an exemption may be granted in whole or in part and may be granted subject to conditions or restrictions.
200(12)The Regulations Act does not apply to the rules.
200(13)If there is a conflict or an inconsistency between a regulation made by the Lieutenant-Governor in Council under this Act and a rule, the regulation prevails but in all other respects a rule has the same force and effect as a regulation.
2007, c.38, s.194; 2008, c.22, s.64; 2011, c.43, s.42; 2013, c.31, s.36; 2013, c.43, s.49; 2014, c.25, s.4; 2016, c.18, s.11
Regulations and rules
200(1)The Lieutenant-Governor in Council may make regulations and the Commission may make rules
(a) respecting the application for registration and the amendment or reinstatement of registration;
(b) respecting the surrender, cancellation or expiration of registration and the obligations of a former registrant following the surrender, cancellation or expiration of registration;
(c) respecting the suspension of registration and the obligations of suspended registrants;
(d) prescribing categories or subcategories of registrants, prescribing capacities or conduct that require registration and that relate to another registrant’s compliance with New Brunswick securities law and classifying registrants into categories or subcategories;
(d.1) respecting circumstances in which a person is deemed to be registered for the purposes of this Act, the regulations or the rules, including without limiting the generality of the foregoing, the circumstance in which a person is registered under the laws of another jurisdiction in Canada respecting trading in securities or derivatives;
(e) respecting the terms and conditions of registration or other requirements in relation to registrants or any category or subcategory of registrants, including without limiting the generality of the foregoing,
(i) the standards of practice and the business conduct of registrants in dealing with their clients and prospective clients,
(ii) requirements that are advisable for the prevention or regulation of conflicts of interest, and
(iii) requirements in respect of membership in a self-regulatory organization;
(f) extending any requirements under subparagraph (e)(i) to unregistered directors, partners, employees, representatives and officers of registrants;
(g) prescribing requirements in respect of the residence in New Brunswick or Canada of registrants;
(h) prescribing requirements in respect of the ownership or control of registrants, requiring notification to the Commission by a registrant or other person of a proposed change in ownership or control of a registrant and authorizing the Tribunal to make an order that a proposed change may not be effected before a decision of the Tribunal as to whether it will exercise its powers under paragraph 184(1)(a) or (b) as a result of the proposed change;
(i) respecting requirements for the notification by a registrant in the form required by the Commission of any specified event or change and the reasons for any such event or change;
(j) prescribing standards for registrants in relation to the suitability for certain investors of certain securities or derivatives;
(k) respecting requirements for the disclosure or provision of information or material to the public, the Commission or the Executive Director by registrants or unregistered directors, partners, representatives, officers and control persons of registrants;
(l) varying the requirements under this Act in respect of the disclosure or provision of information or material to the public, the Commission or the Executive Director by registrants;
(l.1) respecting information sharing between registrants;
(l.2) respecting referral agreements entered into by a registrant;
(m) respecting requirements in relation to the books, records and documents required by subsection 162(1) to be kept by market participants, including without limiting the generality of the foregoing, the form in which and the period for which the books, records and documents are to be kept;
(m.1) prescribing classes of documents or records to which the Commission, any member of the Commission or any employee of the Commission shall not have access when exercising a power under Part 3, 12 or 13, as the case may be, in relation to an auditor oversight body;
(n) respecting auditing requirements in relation to registrants, including without limiting the generality of the foregoing, requirements with respect to the appointment of auditors, the conduct of audits and the preparation of reports by auditors;
(n.1) respecting any matter necessary or advisable to regulate the issuance of notices by auditors of reporting issuers;
(o) respecting requirements for the filing with the Commission or provision to the Commission by registrants of financial statements and auditors’ reports;
(p) prescribing the conditions and circumstances under which a person who is a corporation may undertake the duties, responsibilities and activities that a person who is a registrant and a shareholder of the corporation is authorized to undertake by virtue of being a registrant, including without limiting the generality of the foregoing, the establishment of a scheme for the registration of the corporation and the category of that registration;
(q) imposing liability on a registrant who is a dealer or adviser for the acts or omissions prescribed under paragraph (u) of a corporation that is a registrant under a scheme established under paragraph (p) where the dealer or adviser has a prescribed contractual relationship with the corporation;
(r) imposing liability on a person who is a registrant and a shareholder of a corporation for acts or omissions of the corporation if the corporation that performs the acts or fails to perform the acts is a registrant under a scheme established under paragraph (p);
(s) prescribing the terms and conditions under which a person who is in a contractual relationship with a dealer is deemed to be an employee of the dealer for the purposes of New Brunswick securities law and deemed to be qualified for registration in a category prescribed by regulation;
(t) imposing liability on a registrant who is a dealer for the acts and omissions prescribed under paragraph (v) of a person deemed to be an employee of the dealer under a regulation or rule made under paragraph (s);
(u) prescribing the acts or omissions of a corporation for which a registrant who is a dealer or adviser is liable;
(v) prescribing the acts or omissions of a person deemed to be an employee of a dealer for which a registrant who is a dealer is liable;
(w) prescribing requirements for control persons;
(x) respecting requirements for calling at or telephoning to residences for the purposes of trading in securities or derivatives;
(y) prescribing requirements in respect of representations relating to the future value or price of a security or a derivative;
(z) regulating the listing or trading of securities or derivatives, including without limiting the generality of the foregoing, requiring reporting of trades and quotations;
(z.1) regulating the trading of derivatives on a derivatives trading facility, including prescribing requirements for keeping records;
(aa) regulating an exchange, a self-regulatory organization, a quotation and trade reporting system, a clearing agency, an auditor oversight body, a trade repository or a derivatives trading facility recognized by the Commission under section 35;
(aa.1) regulating credit rating organizations, including without limiting the generality of the foregoing,
(i) prescribing requirements for the purposes of section 44.2, and
(ii) respecting the circumstances in which a credit rating organization or a class of credit rating organizations is deemed to be designated under subsection 44.1(1);
(bb) regulating trading or advising in securities or derivatives or regulating the securities industry or derivatives industry to prevent trading or advising that is fraudulent, manipulative, deceptive or unfairly detrimental to investors;
(bb.1) prescribing the circumstances in which a person or a class of persons is prohibited from trading or purchasing securities or derivatives or a particular security or derivative, including without limiting the generality of the foregoing, the circumstances in which a body empowered by the laws of another jurisdiction to regulate trading in securities or derivatives or to administer or enforce securities or derivatives laws in that jurisdiction has ordered that
(i) a person is prohibited from trading or purchasing securities or derivatives or a particular security or derivative, or
(ii) trades or purchases of a particular security cease or trades of a particular derivative cease;
(bb.11) prescribing the circumstances in which a contract or instrument or contract or instrument within a class of contracts or instruments is or is not a security or class of securities;
(bb.12) prescribing the circumstances in which a contract or instrument or contract or instrument within a class of contracts or instruments is or is not a derivative or class of derivatives;
(bb.2) prescribing requirements in relation to promoters, advisers or persons who promote the purchase or sale of securities of an issuer;
(cc) regulating trading or advising in penny stocks, including without limiting the generality of the foregoing, requirements for additional disclosure and suitability for investment;
(dd) regulating scholarship plans and the distribution and trading of the securities of scholarship plans;
(ee) prescribing categories or subcategories of issuers for the purposes of the prospectus requirements under this Act, the regulations and the rules and classifying issuers into categories or subcategories;
(ff) respecting certificates required to be contained in a preliminary prospectus, a prospectus or an amendment to a preliminary prospectus or prospectus, including without limiting the generality of the foregoing,
(i) authorizing the Executive Director to require persons to sign a certificate, subject to such terms and conditions as the Executive Director considers appropriate,
(ii) authorizing the Executive Director to permit the agent of a person who is required to sign a certificate, when the agent is duly authorized in writing, to sign the certificate on behalf of the person, and
(iii) authorizing the Executive Director to permit another person to sign a certificate when the Executive Director is satisfied on evidence or submissions that a person who is required to sign a certificate is for adequate cause not available to sign the certificate;
(gg) respecting, for the purposes of section 78, the lapse date of a prospectus and the continuation of a distribution after the lapse date, including without limiting the generality of the foregoing,
(i) prescribing the terms and conditions under which a distribution may be continued after the lapse date, and
(ii) prescribing the circumstances in which certain purchasers may cancel a trade made after the lapse date;
(hh) respecting requirements in respect of amendments to preliminary prospectuses or prospectuses, including without limiting the generality of the foregoing,
(i) prescribing the circumstances under which an amendment to a preliminary prospectus or prospectus must be filed and delivered, and
(ii) establishing requirements to obtain a receipt for an amendment to a preliminary prospectus or prospectus;
(ii) respecting the distribution of securities or the issuing of receipts, including without limiting the generality of the foregoing,
(i) varying any of the requirements under this Act to facilitate, expedite or regulate the distribution of securities or the issuing of receipts,
(ii) establishing requirements in respect of distributions of securities by means of a prospectus incorporating other documents by reference,
(iii) establishing requirements in respect of distributions of securities by means of a simplified or summary prospectus or other form of disclosure document,
(iv) establishing requirements in respect of distributions of securities on a continuous or delayed basis,
(v) establishing requirements in respect of pricing of distributions of securities after the issuance of a receipt for the prospectus filed in relation to the securities,
(vi) establishing procedures for the issuing of receipts for prospectuses after expedited or selective review,
(vii) respecting circumstances in which a receipt is deemed to have been issued for the purposes of this Act, the regulations or the rules, including the circumstance in which a receipt has been issued for a preliminary prospectus or prospectus under the laws of another jurisdiction in Canada respecting trading in securities,
(viii) establishing provisions for the incorporation by reference of certain documents in a prospectus or other document prescribed by regulation or rule and the effect, including from a liability and evidentiary perspective, of modifying or superseding statements, and
(ix) establishing provisions for eligibility requirements to file a prospectus or obtain a receipt for, or distribute under, a particular form of prospectus and the loss of that eligibility;
(ii.1) respecting provisions for varying withdrawal rights;
(ii.2) prescribing circumstances in which a person that purchases a security under a distribution may cancel the purchase, including without limiting the generality of the foregoing,
(i) prescribing the period in which the purchaser may cancel the purchase,
(ii) prescribing the principles for determining the amount of the refund if the purchaser cancels the purchase, and
(iii) specifying the persons responsible for making and administering the payment of the refund and prescribing the period in which the refund must be paid;
(jj) respecting the circumstances under which the Executive Director must refuse to issue a receipt for a prospectus and varying the circumstances under this Act when the Executive Director must refuse to issue a receipt for a prospectus;
(kk) prescribing periods in which receipts for prospectuses are effective and the circumstances in which receipts may be revoked or deemed to be void;
(ll) respecting requirements for the escrow of securities in connection with distributions;
(mm) prescribing circumstances under which an issuer must provide information to a person to enable a distribution of previously issued securities of the issuer;
(nn) prescribing activities, including the use of documents or advertising, in which registrants or issuers are permitted to engage or are prohibited from engaging in connection with distributions;
(oo) prescribing which distributions and trading in relation to the distributions are distributions and trading outside New Brunswick;
(pp) prescribing reporting requirements in respect of a trade made in reliance on an exemption under the regulations or the rules from section 71;
(pp.1) prescribing requirements in connection with the first trade of securities previously acquired under an exemption from the prospectus requirements under this Act, the regulations or the rules;
(qq) respecting the circumstances under which a trade or type of trade that would not otherwise be a distribution shall be a distribution;
(qq.1) respecting the requirement to maintain a record of all persons to whom a preliminary prospectus has been sent under section 82 and respecting the availability of the record;
(rr) respecting the application of sections 88 and 149;
(ss) respecting requirements in relation to the preparation and dissemination and other use, by reporting issuers, of documents providing for continuous disclosure, including without limiting the generality of the foregoing, requirements in relation to
(i) financial statements,
(ii) supplemental analysis of financial statements,
(iii) an annual report,
(iv) a business acquisition report, and
(v) an annual information form;
(ss.1) respecting requirements for the disclosure or provision of information or material to the public, the Commission or the Executive Director by reporting issuers;
(ss.11) respecting requirements for the disclosure or provision of information or material to the public, the Commission or the Executive Director by an issuer the shares of which are traded on an exchange or a quotation and trade reporting system outside New Brunswick;
(ss.2) respecting requirements with respect to the disclosure by reporting issuers of material changes, including without limiting the generality of the foregoing,
(i) prescribing the time period within which a reporting issuer must make disclosure of a material change,
(ii) prescribing the manner in which a reporting issuer must make disclosure of a material change, and
(iii) prescribing circumstances under which a material change may remain confidential;
(ss.3) respecting the preparation, form and content requirements applicable to the public dissemination of forward-looking information by reporting issuers where the dissemination is not part of a required filing;
(tt) requiring issuers or other persons to comply, in whole or in part, with Part 7 or regulations or rules made under paragraph (ss), (ss.1), (ss.2) or (ss.3);
(uu) respecting the circumstances under which an issuer that would not otherwise be a reporting issuer shall be a reporting issuer;
(vv) respecting the voluntary surrender of reporting issuer status;
(ww) Repealed: 2007, c.38, s.194
(xx) respecting requirements in relation to financial accounting, reporting and auditing for the purposes of this Act, the regulations and the rules, including without limiting the generality of the foregoing,
(i) defining accounting principles and auditing standards acceptable to the Commission,
(ii) financial reporting requirements for the preparation and dissemination of forward-looking information and pro forma financial statements,
(iii) standards of independence and other qualifications for auditors,
(iv) requirements respecting a change in auditors by a reporting issuer or a registrant,
(v) requirements respecting a change in the financial year of an issuer or in an issuer’s status as a reporting issuer under this Act, the regulations or the rules,
(vi) defining auditing standards for attesting to and reporting on a reporting issuer’s internal controls, and
(vii) requiring evaluations of reporting issuers’ internal control over financial reporting and requiring reporting issuers to obtain audits of their internal control over financial reporting, including their management’s evaluation;
(yy) respecting requirements for the validity and solicitation of proxies ;
(zz) providing for the application of Part 7 and Part 8 in respect of registered holders or beneficial owners of voting securities or equity securities of reporting issuers or other persons on behalf of whom the securities are held, including in respect of reporting issuers, clearing agencies recognized by the Commission under paragraph 35(1)(d), registered holders, registrants and other persons who hold securities on behalf of persons but who are not the registered holders;
(aaa) regulating take-over bids, issuer bids, insider bids, going-private transactions, business combinations and related party transactions, including without limiting the generality of the foregoing,
(i) prescribing requirements or prohibitions relating to the conduct or management of the affairs of an issuer and of the affairs of its directors and officers before, during or after an offer to acquire, acquisition, offer to redeem, redemption, going-private transaction, business combination or related party transaction,
(ii) prescribing requirements for disclosure, valuations, review by independent committees of boards of directors and approval by minority security holders,
(iii) prescribing requirements respecting defensive tactics in connection with take-over bids,
(iv) prohibiting a person from purchasing or trading a security or a related financial instrument before, during or after an offer to acquire, acquisition, offer to redeem, redemption, going-private transaction, business combination or related party transaction, and
(v) for the purposes of section 126, prescribing types or classes of securities and prescribing percentages, disclosure requirements and prohibitions;
(bbb) respecting insider trading, self-dealing and conflicts of interest in relation to insider trading and self-dealing;
(bbb.1) prescribing insider reporting requirements in respect of a person;
(bbb.2) respecting requirements for the disclosure or provision of information or material to the public, the Commission or the Executive Director by insiders, including without limiting the generality of the foregoing,
(i) prescribing requirements respecting the reporting by insiders of any direct or indirect beneficial ownership of, or control or direction over, securities of a reporting issuer or changes in ownership, control or direction,
(ii) prescribing requirements respecting the reporting by insiders of any interest in or right or obligation associated with a related financial instrument or changes in such interests, rights or obligations,
(iii) prescribing requirements respecting the reporting by insiders of any agreement, arrangement or understanding that alters, directly or indirectly, an insider’s economic interest in a security of a reporting issuer or an insider’s economic exposure to a reporting issuer or changes in such agreements, arrangements or understandings, and
(iv) prescribing the circumstances when a person shall be deemed to have been an insider;
(bbb.3) extending any requirements under paragraph (bbb.2) to other persons;
(ccc) prescribing requirements in relation to the determination of the market value, the market price or the closing price of a security or a derivative, the net asset value of a security or the quantification of a person’s exposure resulting from a trade in a derivative, and authorizing the Commission to make that determination or that quantification;
(ddd) prescribing standards or criteria for determining when a material fact or material change has been generally disclosed;
(eee) regulating investment funds and the distribution and trading of the securities of the funds, including without limiting the generality of the foregoing,
(i) prescribing disclosure requirements in respect of the funds and requiring or permitting the use of particular forms or types of additional offering or other documents in connection with the funds,
(ii) prescribing permitted investment policy and investment practices for the funds and prohibiting or restricting certain investments or investment practices for the funds,
(iii) prescribing requirements governing the custodianship of assets of the funds,
(iv) prescribing minimum initial capital requirements for any of the funds making a distribution and prohibiting or restricting the reimbursement of costs in connection with the organization of a fund,
(v) prescribing matters affecting any of the funds that require the approval of security holders of the fund, the Commission or the Executive Director, including, in the case of security holders, the level of approval,
(vi) prescribing requirements in relation to the determination of the net asset value of investment funds and authorizing the Commission to make that determination,
(vii) prescribing requirements in respect of the content and use of sales literature, sales communications or advertising relating to the funds or the securities of funds,
(viii) designating mutual funds as private mutual funds and prescribing requirements for private mutual funds,
(ix) respecting sales charges imposed by a distribution company or contractual plan service company under a contractual plan on purchasers of shares or units of an investment fund, and commissions or sales incentives to be paid to registrants in connection with the securities of an investment fund,
(x) prescribing the circumstances under which a planholder under a contractual plan has the right to withdraw from the contractual plan,
(xi) prescribing procedures applicable to investment funds, registrants and any other person in respect of sales and redemptions of investment fund securities and payments for sales and redemptions,
(xii) prescribing requirements in relation to promoters, advisers or persons who administer or participate in the administration of the affairs of investment funds, and
(xiii) regulating conflicts of interest between the investment fund and the investment fund manager;
(fff) respecting fees payable by an issuer to an adviser as consideration for investment advice, alone or together with administrative or management services provided to a mutual fund or non-redeemable investment fund;
(ggg) respecting requirements relating to the qualification of a registrant to act as an adviser to a mutual fund or non-redeemable investment fund;
(hhh) regulating commodity pools, including without limiting the generality of the foregoing,
(i) prescribing disclosure requirements in respect of commodity pools and requiring or permitting the use of particular forms or types of additional offering or other documents in connection with commodity pools,
(ii) prescribing requirements in relation to promoters, advisers and persons who administer or participate in the administration of the affairs of commodity pools,
(iii) prescribing standards in relation to the suitability of investors in commodity pools,
(iv) prohibiting or restricting the payment of fees, commissions or compensation by commodity pools or holders of securities of commodity pools and restricting the reimbursement of costs in connection with the organization of commodity pools,
(v) prescribing requirements with respect to the voting rights of security holders, and
(vi) prescribing requirements in respect of the redemption of securities of a commodity pool;
(iii) regulating derivatives, including,
(i) prescribing disclosure requirements and requiring or prohibiting the use of particular forms or types of offering documents or other documents,
(ii) prescribing circumstances in which there is an obligation to deliver disclosure documents to counterparties to a derivatives trade, including requirements related to the timing of delivery of the documents,
(iii) prescribing additional requirements that must be satisfied before a disclosure document may be accepted;
(iii.1) regulating the trading of derivatives, including, but not limited to, prescribing
(i) requirements relating to the clearing and settlement of trades,
(ii) requirements relating to the reporting of trades and quotations,
(iii) derivatives or classes of derivatives in respect of which trades must be cleared or settled through a clearing agency recognized under paragraph 35(1)(d),
(iv) requirements that a derivative or class of derivatives be traded on an exchange recognized by the Commission under paragraph 35(1)(a),
(v) requirements that a derivative or class of derivatives be traded on a derivatives trading facility,
(vi) record keeping, reporting and transparency and disclosure requirements,
(vii) requirements respecting persons trading derivatives, including, but not limited to, trade reporting, clearing and settlement, margin, capital and collateral,
(viii) requirements relating to position limits,
(ix) requirements that a derivative or class of derivatives not be traded in New Brunswick, and
(x) requirements relating to the holding and maintenance of margin or collateral;
(iii.2) prescribing that a contract or instrument or class of contracts or instruments is a security or a class of securities;
(iii.3) prescribing that a contract or instrument or class of contracts or instruments is a derivative or a class of derivatives;
(iii.4) governing trust arrangements for the holding of securities, derivatives and funds of a client by a registrant;
(iii.5) respecting the transfer and pledging of securities or the trading of derivatives;
(jjj) varying the application of this Act or any regulation or rule to foreign issuers to facilitate distributions, compliance with requirements applicable or relating to reporting issuers and the making of take-over bids, issuer bids, insider bids, going-private transactions, business combinations and related party transactions;
(kkk) respecting requirements in relation to reverse take-overs, including without limiting the generality of the foregoing, requirements for disclosure that are substantially equivalent to that provided by a prospectus;
(lll) respecting the designation or recognition of any person, jurisdiction or instrument if advisable for the purposes of this Act, the regulations or the rules, including without limiting the generality of the foregoing,
(i) recognizing an exchange, a self-regulatory organization, a quotation and trade reporting system, a clearing agency, a trade repository, a derivatives trading facility or an auditor oversight body for any of the purposes of this Act, the regulations or the rules,
(ii) designating a person for the purpose of the definition “market participant”,
(iii) for the purpose of the definitions “insider”, “mutual fund”, “non-redeemable investment fund” or “reporting issuer”, designating a class of persons to be, or a person or class of persons not to be, an insider, a mutual fund, a non-redeemable investment fund or a reporting issuer, and
(iv) prescribing a contract or instrument or class of contracts or instruments not to be a derivative or a class of derivatives;
(lll.1) prescribing documents for the purposes of the definition of “core document” in section 161.1;
(lll.2) providing for the application of Part 11.1 to the acquisition of an issuer’s security pursuant to a distribution that is exempt from section 71 or 78 and to the acquisition or disposition of an issuer’s security in connection with or pursuant to a take-over bid or issuer bid;
(lll.3) prescribing transactions or classes of transactions for the purposes of paragraph 161.11(d);
(lll.4) respecting the determination of the amount of the profit made or loss avoided for the purposes of subsection 179(7);
(lll.5) designating one or more persons to perform a function relating to market integration, market transparency, market data consolidation or the clearing and settlement of trades;
(mmm) respecting the practice and procedure for investigations under Part 13;
(nnn) respecting, for the purposes of section 177, authorized disclosure of information by a person who is subject to an order under that section;
(nnn.1) respecting the administration and distribution of amounts disgorged to the Commission under paragraph 184(1)(p) or 187(4)(o);
(nnn.2) respecting the delegation or transfer of any New Brunswick authority to an extra-provincial securities commission under section 195.11;
(nnn.3) respecting the acceptance by the Commission or the Tribunal of any delegation or transfer of an extra-provincial authority from an extra-provincial securities commission under section 195.11;
(nnn.4) respecting any amendments to, or the revocation of, any delegation, transfer or acceptance of a delegation or transfer referred to in paragraph (nnn.2) or (nnn.3);
(nnn.5) respecting the adoption or incorporation by reference of extra-provincial securities laws under section 195.3, including the administration of those laws once adopted or incorporated by reference;
(nnn.6) respecting the administration of exemptions from New Brunswick securities law under section 195.4;
(nnn.7) respecting the administration of extra-provincial securities laws arising from or as a result of any matters described in paragraphs (nnn.2) to (nnn.6);
(nnn.8) respecting authorized disclosure of information received by the Commission or any employee of the Commission;
(ooo) prescribing fees and expenses, or limits on fees and expenses, for the purposes of section 167, 169 or 185;
(ppp) prescribing the fees payable for the purposes of this Act, the regulations or the rules, in connection with the administration of New Brunswick securities law or for services provided by the Commission or the Executive Director;
(qqq) providing for the collection by an exchange or self-regulatory organization that has been delegated a power or duty of the Commission or the Executive Director under section 41 of fees payable to the Commission or Executive Director and for their remission to the Commission or Executive Director;
(qqq.1) Repealed: 2013, c.31, s.36
(qqq.2) authorizing the Commission or the Tribunal to require a person to dispose of a security or a derivative acquired as a result of an intentional or accidental violation of a provision of a rule made under paragraph 59(1)(h) of the Financial and Consumer Services Commission Act;
(qqq.3) respecting the practice and procedure for hearings permitted or required under this Act, the regulations or the rules;
(rrr) respecting the media, format, preparation, amendment, form, content, execution, certification, dissemination, sending, delivery, filing, use, review and approval of all documents required under or governed by this Act, the regulations or the rules;
(rrr.1) prescribing the circumstances in which persons shall be deemed to have delivered or sent documents or information required under or governed by this Act, the regulations or the rules;
(sss) permitting or requiring, or varying this Act to permit or require methods of filing or delivery, to or by the Commission, issuers, registrants, security holders, holders of derivatives or others, of documents, information or other communications required under or governed by New Brunswick securities law;
(ttt) varying the requirements under this Act to permit or require the use of an electronic or computer-based system for the filing, delivery or deposit of documents or information required under or governed by this Act, the regulations or the rules;
(ttt.1) prescribing the fees that may be charged by a person that operates an electronic or computer-based system referred to in paragraph (ttt);
(uuu) establishing requirements for and procedures in respect of the use of an electronic or computer-based system for the filing, delivery or deposit of documents or information;
(vvv) providing for electronic signatures for the signing of documents and prescribing the circumstances under which persons shall be deemed to have signed or certified documents on an electronic or computer-based system for any purpose of this Act, the regulations or the rules;
(www) respecting exemptions from any requirement of this Act, the regulations or the rules or any provision of this Act, the regulations or the rules;
(www.1) respecting the circumstances under which and the conditions on which exemptions referred to in paragraph (www) apply, including without limiting the generality of the foregoing, circumstances and conditions
(i) relating to the laws of another jurisdiction respecting trading in securities or derivatives or relating to an exemption from a requirement of those laws granted by a securities regulatory authority in that jurisdiction, or
(ii) that apply to a person or a class of persons designated by the Commission;
(xxx) authorizing the Commission or the Executive Director to order that any or all of the exemptions under this Act, the regulations or the rules do not apply to a particular person, trade, security or derivative or class of persons, trades, securities or derivatives;
(yyy) varying any of the requirements of Part 5 or 10 or section 82, 88 or 149;
(zzz) prescribing any time period in this Act and providing for exemptions from or varying any time period in this Act;
(aaaa) prescribing anything that, by this Act, is to be prescribed by regulation;
(bbbb) respecting anything that, by this Act, is to be required by the regulations;
(cccc) defining any word or expression used in this Act but not defined in this Act for the purposes of this Act, the regulations or the rules;
(dddd) respecting any other matter or thing necessary or advisable to carry out the intent of this Act.
200(2)The Lieutenant-Governor in Council may make regulations
(a) Repealed: 2007, c.38, s.194
(b) Repealed: 2007, c.38, s.194
(c) Repealed: 2007, c.38, s.194
(d) respecting the practice and procedure that are to be followed by the Commission in making or amending rules;
(e) respecting the form and content of a notice of a rule to be published in The Royal Gazette under paragraph 201(1)(b);
(f) respecting the commencement of rules made by the Commission and the period during which rules made by the Commission are effective.
200(3)The Lieutenant-Governor in Council may, by order, amend or repeal any rule made by the Commission.
200(4)Subject to the approval of the Minister, the Commission, concurrently with making a rule, may make a regulation that amends or repeals any provision of a regulation made by the Lieutenant-Governor in Council under this Act or by the Commission under this subsection that in the opinion of the Commission is necessary or advisable to effectively implement the rule.
200(5)A regulation made under subsection (4) is not effective before the rule referred to in that subsection comes into force.
200(6)Subject to subsection (5), a regulation made under subsection (4) may be retroactive in its operation.
200(7)A regulation or rule authorized by this section may incorporate by reference, in whole or in part, any laws, any by-laws or other regulatory instruments or any codes, standards, procedures or guidelines as they are amended from time to time before or after the making of the regulation or the rule or as they read at a fixed time and may require compliance with any law, any by-law or other regulatory instrument or any code, standard, procedure or guideline so incorporated.
200(8)Regulations or rules may vary for or be made in respect of different persons, matters or things or different classes or categories of persons, matters or things.
200(9)A regulation or a rule may be general or particular in its application, may be limited as to time or place or both and may exclude any place from the application of the regulation or rule.
200(10)A regulation or rule may authorize the Commission or the Executive Director to grant an exemption to it or to revoke any such exemption.
200(11)An exemption or a revocation of an exemption may be granted in whole or in part and may be granted subject to conditions or restrictions.
200(12)The Regulations Act does not apply to the rules.
200(13)If there is a conflict or an inconsistency between a regulation made by the Lieutenant-Governor in Council under this Act and a rule, the regulation prevails but in all other respects a rule has the same force and effect as a regulation.
2007, c.38, s.194; 2008, c.22, s.64; 2011, c.43, s.42; 2013, c.31, s.36; 2013, c.43, s.49; 2014, c.25, s.4
Regulations and rules
200(1)The Lieutenant-Governor in Council may make regulations and the Commission may make rules
(a) respecting the application for registration and the amendment or reinstatement of registration;
(b) respecting the surrender, cancellation or expiration of registration and the obligations of a former registrant following the surrender, cancellation or expiration of registration;
(c) respecting the suspension of registration and the obligations of suspended registrants;
(d) prescribing categories or subcategories of registrants, prescribing capacities or conduct that require registration and that relate to another registrant’s compliance with New Brunswick securities law and classifying registrants into categories or subcategories;
(d.1) respecting circumstances in which a person is deemed to be registered for the purposes of this Act, the regulations or the rules, including without limiting the generality of the foregoing, the circumstance in which a person is registered under the laws of another jurisdiction in Canada respecting trading in securities or derivatives;
(e) respecting the terms and conditions of registration or other requirements in relation to registrants or any category or subcategory of registrants, including without limiting the generality of the foregoing,
(i) the standards of practice and the business conduct of registrants in dealing with their clients and prospective clients,
(ii) requirements that are advisable for the prevention or regulation of conflicts of interest, and
(iii) requirements in respect of membership in a self-regulatory organization;
(f) extending any requirements under subparagraph (e)(i) to unregistered directors, partners, employees, representatives and officers of registrants;
(g) prescribing requirements in respect of the residence in New Brunswick or Canada of registrants;
(h) prescribing requirements in respect of the ownership or control of registrants, requiring notification to the Commission by a registrant or other person of a proposed change in ownership or control of a registrant and authorizing the Tribunal to make an order that a proposed change may not be effected before a decision of the Tribunal as to whether it will exercise its powers under paragraph 184(1)(a) or (b) as a result of the proposed change;
(i) respecting requirements for the notification by a registrant in the form required by the Commission of any specified event or change and the reasons for any such event or change;
(j) prescribing standards for registrants in relation to the suitability for certain investors of certain securities or derivatives;
(k) respecting requirements for the disclosure or provision of information or material to the public, the Commission or the Executive Director by registrants or unregistered directors, partners, representatives, officers and control persons of registrants;
(l) varying the requirements under this Act in respect of the disclosure or provision of information or material to the public, the Commission or the Executive Director by registrants;
(l.1) respecting information sharing between registrants;
(l.2) respecting referral agreements entered into by a registrant;
(m) respecting requirements in relation to the books, records and documents required by subsection 162(1) to be kept by market participants, including without limiting the generality of the foregoing, the form in which and the period for which the books, records and documents are to be kept;
(m.1) prescribing classes of documents or records to which the Commission, any member of the Commission or any employee of the Commission shall not have access when exercising a power under Part 3, 12 or 13, as the case may be, in relation to an auditor oversight body;
(n) respecting auditing requirements in relation to registrants, including without limiting the generality of the foregoing, requirements with respect to the appointment of auditors, the conduct of audits and the preparation of reports by auditors;
(o) respecting requirements for the filing with the Commission or provision to the Commission by registrants of financial statements and auditors’ reports;
(p) prescribing the conditions and circumstances under which a person who is a corporation may undertake the duties, responsibilities and activities that a person who is a registrant and a shareholder of the corporation is authorized to undertake by virtue of being a registrant, including without limiting the generality of the foregoing, the establishment of a scheme for the registration of the corporation and the category of that registration;
(q) imposing liability on a registrant who is a dealer or adviser for the acts or omissions prescribed under paragraph (u) of a corporation that is a registrant under a scheme established under paragraph (p) where the dealer or adviser has a prescribed contractual relationship with the corporation;
(r) imposing liability on a person who is a registrant and a shareholder of a corporation for acts or omissions of the corporation if the corporation that performs the acts or fails to perform the acts is a registrant under a scheme established under paragraph (p);
(s) prescribing the terms and conditions under which a person who is in a contractual relationship with a dealer is deemed to be an employee of the dealer for the purposes of New Brunswick securities law and deemed to be qualified for registration in a category prescribed by regulation;
(t) imposing liability on a registrant who is a dealer for the acts and omissions prescribed under paragraph (v) of a person deemed to be an employee of the dealer under a regulation or rule made under paragraph (s);
(u) prescribing the acts or omissions of a corporation for which a registrant who is a dealer or adviser is liable;
(v) prescribing the acts or omissions of a person deemed to be an employee of a dealer for which a registrant who is a dealer is liable;
(w) prescribing requirements for control persons;
(x) respecting requirements for calling at or telephoning to residences for the purposes of trading in securities or derivatives;
(y) prescribing requirements in respect of representations relating to the future value or price of a security or a derivative;
(z) regulating the listing or trading of securities or derivatives, including without limiting the generality of the foregoing, requiring reporting of trades and quotations;
(z.1) regulating the trading of derivatives on a derivatives trading facility, including prescribing requirements for keeping records;
(aa) regulating an exchange, a self-regulatory organization, a quotation and trade reporting system, a clearing agency, an auditor oversight body, a trade repository or a derivatives trading facility recognized by the Commission under section 35;
(aa.1) regulating credit rating organizations, including without limiting the generality of the foregoing,
(i) prescribing requirements for the purposes of section 44.2, and
(ii) respecting the circumstances in which a credit rating organization or a class of credit rating organizations is deemed to be designated under subsection 44.1(1);
(bb) regulating trading or advising in securities or derivatives or regulating the securities industry or derivatives industry to prevent trading or advising that is fraudulent, manipulative, deceptive or unfairly detrimental to investors;
(bb.1) prescribing the circumstances in which a person or a class of persons is prohibited from trading or purchasing securities or derivatives or a particular security or derivative, including without limiting the generality of the foregoing, the circumstances in which a body empowered by the laws of another jurisdiction to regulate trading in securities or derivatives or to administer or enforce securities or derivatives laws in that jurisdiction has ordered that
(i) a person is prohibited from trading or purchasing securities or derivatives or a particular security or derivative, or
(ii) trades or purchases of a particular security cease or trades of a particular derivative cease;
(bb.11) prescribing the circumstances in which a contract or instrument or contract or instrument within a class of contracts or instruments is or is not a security or class of securities;
(bb.12) prescribing the circumstances in which a contract or instrument or contract or instrument within a class of contracts or instruments is or is not a derivative or class of derivatives;
(bb.2) prescribing requirements in relation to promoters, advisers or persons who promote the purchase or sale of securities of an issuer;
(cc) regulating trading or advising in penny stocks, including without limiting the generality of the foregoing, requirements for additional disclosure and suitability for investment;
(dd) regulating scholarship plans and the distribution and trading of the securities of scholarship plans;
(ee) prescribing categories or subcategories of issuers for the purposes of the prospectus requirements under this Act, the regulations and the rules and classifying issuers into categories or subcategories;
(ff) respecting certificates required to be contained in a preliminary prospectus, a prospectus or an amendment to a preliminary prospectus or prospectus, including without limiting the generality of the foregoing,
(i) authorizing the Executive Director to require persons to sign a certificate, subject to such terms and conditions as the Executive Director considers appropriate,
(ii) authorizing the Executive Director to permit the agent of a person who is required to sign a certificate, when the agent is duly authorized in writing, to sign the certificate on behalf of the person, and
(iii) authorizing the Executive Director to permit another person to sign a certificate when the Executive Director is satisfied on evidence or submissions that a person who is required to sign a certificate is for adequate cause not available to sign the certificate;
(gg) respecting, for the purposes of section 78, the lapse date of a prospectus and the continuation of a distribution after the lapse date, including without limiting the generality of the foregoing,
(i) prescribing the terms and conditions under which a distribution may be continued after the lapse date, and
(ii) prescribing the circumstances in which certain purchasers may cancel a trade made after the lapse date;
(hh) respecting requirements in respect of amendments to preliminary prospectuses or prospectuses, including without limiting the generality of the foregoing,
(i) prescribing the circumstances under which an amendment to a preliminary prospectus or prospectus must be filed and delivered, and
(ii) establishing requirements to obtain a receipt for an amendment to a preliminary prospectus or prospectus;
(ii) respecting the distribution of securities or the issuing of receipts, including without limiting the generality of the foregoing,
(i) varying any of the requirements under this Act to facilitate, expedite or regulate the distribution of securities or the issuing of receipts,
(ii) establishing requirements in respect of distributions of securities by means of a prospectus incorporating other documents by reference,
(iii) establishing requirements in respect of distributions of securities by means of a simplified or summary prospectus or other form of disclosure document,
(iv) establishing requirements in respect of distributions of securities on a continuous or delayed basis,
(v) establishing requirements in respect of pricing of distributions of securities after the issuance of a receipt for the prospectus filed in relation to the securities,
(vi) establishing procedures for the issuing of receipts for prospectuses after expedited or selective review,
(vii) respecting circumstances in which a receipt is deemed to have been issued for the purposes of this Act, the regulations or the rules, including the circumstance in which a receipt has been issued for a preliminary prospectus or prospectus under the laws of another jurisdiction in Canada respecting trading in securities,
(viii) establishing provisions for the incorporation by reference of certain documents in a prospectus or other document prescribed by regulation or rule and the effect, including from a liability and evidentiary perspective, of modifying or superseding statements, and
(ix) establishing provisions for eligibility requirements to file a prospectus or obtain a receipt for, or distribute under, a particular form of prospectus and the loss of that eligibility;
(ii.1) respecting provisions for varying withdrawal rights;
(ii.2) prescribing circumstances in which a person that purchases a security under a distribution may cancel the purchase, including without limiting the generality of the foregoing,
(i) prescribing the period in which the purchaser may cancel the purchase,
(ii) prescribing the principles for determining the amount of the refund if the purchaser cancels the purchase, and
(iii) specifying the persons responsible for making and administering the payment of the refund and prescribing the period in which the refund must be paid;
(jj) respecting the circumstances under which the Executive Director must refuse to issue a receipt for a prospectus and varying the circumstances under this Act when the Executive Director must refuse to issue a receipt for a prospectus;
(kk) prescribing periods in which receipts for prospectuses are effective and the circumstances in which receipts may be revoked or deemed to be void;
(ll) respecting requirements for the escrow of securities in connection with distributions;
(mm) prescribing circumstances under which an issuer must provide information to a person to enable a distribution of previously issued securities of the issuer;
(nn) prescribing activities, including the use of documents or advertising, in which registrants or issuers are permitted to engage or are prohibited from engaging in connection with distributions;
(oo) prescribing which distributions and trading in relation to the distributions are distributions and trading outside New Brunswick;
(pp) prescribing reporting requirements in respect of a trade made in reliance on an exemption under the regulations or the rules from section 71;
(pp.1) prescribing requirements in connection with the first trade of securities previously acquired under an exemption from the prospectus requirements under this Act, the regulations or the rules;
(qq) respecting the circumstances under which a trade or type of trade that would not otherwise be a distribution shall be a distribution;
(qq.1) respecting the requirement to maintain a record of all persons to whom a preliminary prospectus has been sent under section 82 and respecting the availability of the record;
(rr) respecting the application of sections 88 and 149;
(ss) respecting requirements in relation to the preparation and dissemination and other use, by reporting issuers, of documents providing for continuous disclosure, including without limiting the generality of the foregoing, requirements in relation to
(i) financial statements,
(ii) supplemental analysis of financial statements,
(iii) an annual report,
(iv) a business acquisition report, and
(v) an annual information form;
(ss.1) respecting requirements for the disclosure or provision of information or material to the public, the Commission or the Executive Director by reporting issuers;
(ss.2) respecting requirements with respect to the disclosure by reporting issuers of material changes, including without limiting the generality of the foregoing,
(i) prescribing the time period within which a reporting issuer must make disclosure of a material change,
(ii) prescribing the manner in which a reporting issuer must make disclosure of a material change, and
(iii) prescribing circumstances under which a material change may remain confidential;
(ss.3) respecting the preparation, form and content requirements applicable to the public dissemination of forward-looking information by reporting issuers where the dissemination is not part of a required filing;
(tt) requiring issuers or other persons to comply, in whole or in part, with Part 7 or regulations or rules made under paragraph (ss), (ss.1), (ss.2) or (ss.3);
(uu) respecting the circumstances under which an issuer that would not otherwise be a reporting issuer shall be a reporting issuer;
(vv) respecting the voluntary surrender of reporting issuer status;
(ww) Repealed: 2007, c.38, s.194
(xx) respecting requirements in relation to financial accounting, reporting and auditing for the purposes of this Act, the regulations and the rules, including without limiting the generality of the foregoing,
(i) defining accounting principles and auditing standards acceptable to the Commission,
(ii) financial reporting requirements for the preparation and dissemination of forward-looking information and pro forma financial statements,
(iii) standards of independence and other qualifications for auditors,
(iv) requirements respecting a change in auditors by a reporting issuer or a registrant,
(v) requirements respecting a change in the financial year of an issuer or in an issuer’s status as a reporting issuer under this Act, the regulations or the rules,
(vi) defining auditing standards for attesting to and reporting on a reporting issuer’s internal controls, and
(vii) requiring evaluations of reporting issuers’ internal control over financial reporting and requiring reporting issuers to obtain audits of their internal control over financial reporting, including their management’s evaluation;
(yy) respecting requirements for the validity and solicitation of proxies ;
(zz) providing for the application of Part 7 and Part 8 in respect of registered holders or beneficial owners of voting securities or equity securities of reporting issuers or other persons on behalf of whom the securities are held, including in respect of reporting issuers, clearing agencies recognized by the Commission under paragraph 35(1)(d), registered holders, registrants and other persons who hold securities on behalf of persons but who are not the registered holders;
(aaa) regulating take-over bids, issuer bids, insider bids, going-private transactions, business combinations and related party transactions, including without limiting the generality of the foregoing,
(i) prescribing requirements or prohibitions relating to the conduct or management of the affairs of an issuer and of the affairs of its directors and officers before, during or after an offer to acquire, acquisition, offer to redeem, redemption, going-private transaction, business combination or related party transaction,
(ii) prescribing requirements for disclosure, valuations, review by independent committees of boards of directors and approval by minority security holders,
(iii) prescribing requirements respecting defensive tactics in connection with take-over bids,
(iv) prohibiting a person from purchasing or trading a security or a related financial instrument before, during or after an offer to acquire, acquisition, offer to redeem, redemption, going-private transaction, business combination or related party transaction, and
(v) for the purposes of section 126, prescribing types or classes of securities and prescribing percentages, disclosure requirements and prohibitions;
(bbb) respecting insider trading, self-dealing and conflicts of interest in relation to insider trading and self-dealing;
(bbb.1) prescribing insider reporting requirements in respect of a person;
(bbb.2) respecting requirements for the disclosure or provision of information or material to the public, the Commission or the Executive Director by insiders, including without limiting the generality of the foregoing,
(i) prescribing requirements respecting the reporting by insiders of any direct or indirect beneficial ownership of, or control or direction over, securities of a reporting issuer or changes in ownership, control or direction,
(ii) prescribing requirements respecting the reporting by insiders of any interest in or right or obligation associated with a related financial instrument or changes in such interests, rights or obligations,
(iii) prescribing requirements respecting the reporting by insiders of any agreement, arrangement or understanding that alters, directly or indirectly, an insider’s economic interest in a security of a reporting issuer or an insider’s economic exposure to a reporting issuer or changes in such agreements, arrangements or understandings, and
(iv) prescribing the circumstances when a person shall be deemed to have been an insider;
(bbb.3) extending any requirements under paragraph (bbb.2) to other persons;
(ccc) prescribing requirements in relation to the determination of the market value, the market price or the closing price of a security or a derivative, the net asset value of a security or the quantification of a person’s exposure resulting from a trade in a derivative, and authorizing the Commission to make that determination or that quantification;
(ddd) prescribing standards or criteria for determining when a material fact or material change has been generally disclosed;
(eee) regulating investment funds and the distribution and trading of the securities of the funds, including without limiting the generality of the foregoing,
(i) prescribing disclosure requirements in respect of the funds and requiring or permitting the use of particular forms or types of additional offering or other documents in connection with the funds,
(ii) prescribing permitted investment policy and investment practices for the funds and prohibiting or restricting certain investments or investment practices for the funds,
(iii) prescribing requirements governing the custodianship of assets of the funds,
(iv) prescribing minimum initial capital requirements for any of the funds making a distribution and prohibiting or restricting the reimbursement of costs in connection with the organization of a fund,
(v) prescribing matters affecting any of the funds that require the approval of security holders of the fund, the Commission or the Executive Director, including, in the case of security holders, the level of approval,
(vi) prescribing requirements in relation to the determination of the net asset value of investment funds and authorizing the Commission to make that determination,
(vii) prescribing requirements in respect of the content and use of sales literature, sales communications or advertising relating to the funds or the securities of funds,
(viii) designating mutual funds as private mutual funds and prescribing requirements for private mutual funds,
(ix) respecting sales charges imposed by a distribution company or contractual plan service company under a contractual plan on purchasers of shares or units of an investment fund, and commissions or sales incentives to be paid to registrants in connection with the securities of an investment fund,
(x) prescribing the circumstances under which a planholder under a contractual plan has the right to withdraw from the contractual plan,
(xi) prescribing procedures applicable to investment funds, registrants and any other person in respect of sales and redemptions of investment fund securities and payments for sales and redemptions,
(xii) prescribing requirements in relation to promoters, advisers or persons who administer or participate in the administration of the affairs of investment funds, and
(xiii) regulating conflicts of interest between the investment fund and the investment fund manager;
(fff) respecting fees payable by an issuer to an adviser as consideration for investment advice, alone or together with administrative or management services provided to a mutual fund or non-redeemable investment fund;
(ggg) respecting requirements relating to the qualification of a registrant to act as an adviser to a mutual fund or non-redeemable investment fund;
(hhh) regulating commodity pools, including without limiting the generality of the foregoing,
(i) prescribing disclosure requirements in respect of commodity pools and requiring or permitting the use of particular forms or types of additional offering or other documents in connection with commodity pools,
(ii) prescribing requirements in relation to promoters, advisers and persons who administer or participate in the administration of the affairs of commodity pools,
(iii) prescribing standards in relation to the suitability of investors in commodity pools,
(iv) prohibiting or restricting the payment of fees, commissions or compensation by commodity pools or holders of securities of commodity pools and restricting the reimbursement of costs in connection with the organization of commodity pools,
(v) prescribing requirements with respect to the voting rights of security holders, and
(vi) prescribing requirements in respect of the redemption of securities of a commodity pool;
(iii) regulating derivatives, including,
(i) prescribing disclosure requirements and requiring or prohibiting the use of particular forms or types of offering documents or other documents,
(ii) prescribing circumstances in which there is an obligation to deliver disclosure documents to counterparties to a derivatives trade, including requirements related to the timing of delivery of the documents,
(iii) prescribing additional requirements that must be satisfied before a disclosure document may be accepted;
(iii.1) regulating the trading of derivatives, including, but not limited to, prescribing
(i) requirements relating to the clearing and settlement of trades,
(ii) requirements relating to the reporting of trades and quotations,
(iii) derivatives or classes of derivatives in respect of which trades must be cleared or settled through a clearing agency recognized under paragraph 35(1)(d),
(iv) requirements that a derivative or class of derivatives be traded on an exchange recognized by the Commission under paragraph 35(1)(a),
(v) requirements that a derivative or class of derivatives be traded on a derivatives trading facility,
(vi) record keeping, reporting and transparency and disclosure requirements,
(vii) requirements respecting persons trading derivatives, including, but not limited to, trade reporting, clearing and settlement, margin, capital and collateral,
(viii) requirements relating to position limits,
(ix) requirements that a derivative or class of derivatives not be traded in New Brunswick, and
(x) requirements relating to the holding and maintenance of margin or collateral;
(iii.2) prescribing that a contract or instrument or class of contracts or instruments is a security or a class of securities;
(iii.3) prescribing that a contract or instrument or class of contracts or instruments is a derivative or a class of derivatives;
(iii.4) governing trust arrangements for the holding of securities, derivatives and funds of a client by a registrant;
(iii.5) respecting the transfer and pledging of securities or the trading of derivatives;
(jjj) varying the application of this Act or any regulation or rule to foreign issuers to facilitate distributions, compliance with requirements applicable or relating to reporting issuers and the making of take-over bids, issuer bids, insider bids, going-private transactions, business combinations and related party transactions;
(kkk) respecting requirements in relation to reverse take-overs, including without limiting the generality of the foregoing, requirements for disclosure that are substantially equivalent to that provided by a prospectus;
(lll) respecting the designation or recognition of any person, jurisdiction or instrument if advisable for the purposes of this Act, the regulations or the rules, including without limiting the generality of the foregoing,
(i) recognizing an exchange, a self-regulatory organization, a quotation and trade reporting system, a clearing agency, a trade repository, a derivatives trading facility or an auditor oversight body for any of the purposes of this Act, the regulations or the rules,
(ii) designating a person for the purpose of the definition “market participant”,
(iii) for the purpose of the definitions “insider”, “mutual fund”, “non-redeemable investment fund” or “reporting issuer”, designating a class of persons to be, or a person or class of persons not to be, an insider, a mutual fund, a non-redeemable investment fund or a reporting issuer, and
(iv) prescribing a contract or instrument or class of contracts or instruments not to be a derivative or a class of derivatives;
(lll.1) prescribing documents for the purposes of the definition of “core document” in section 161.1;
(lll.2) providing for the application of Part 11.1 to the acquisition of an issuer’s security pursuant to a distribution that is exempt from section 71 or 78 and to the acquisition or disposition of an issuer’s security in connection with or pursuant to a take-over bid or issuer bid;
(lll.3) prescribing transactions or classes of transactions for the purposes of paragraph 161.11(d);
(lll.4) respecting the determination of the amount of the profit made or loss avoided for the purposes of subsection 179(7);
(lll.5) designating one or more persons to perform a function relating to market integration, market transparency, market data consolidation or the clearing and settlement of trades;
(mmm) respecting the practice and procedure for investigations under Part 13;
(nnn) respecting, for the purposes of section 177, authorized disclosure of information by a person who is subject to an order under that section;
(nnn.1) respecting the administration and distribution of amounts disgorged to the Commission under paragraph 184(1)(p) or 187(4)(o);
(nnn.2) respecting the delegation or transfer of any New Brunswick authority to an extra-provincial securities commission under section 195.11;
(nnn.3) respecting the acceptance by the Commission or the Tribunal of any delegation or transfer of an extra-provincial authority from an extra-provincial securities commission under section 195.11;
(nnn.4) respecting any amendments to, or the revocation of, any delegation, transfer or acceptance of a delegation or transfer referred to in paragraph (nnn.2) or (nnn.3);
(nnn.5) respecting the adoption or incorporation by reference of extra-provincial securities laws under section 195.3, including the administration of those laws once adopted or incorporated by reference;
(nnn.6) respecting the administration of exemptions from New Brunswick securities law under section 195.4;
(nnn.7) respecting the administration of extra-provincial securities laws arising from or as a result of any matters described in paragraphs (nnn.2) to (nnn.6);
(nnn.8) respecting authorized disclosure of information received by the Commission or any employee of the Commission;
(ooo) prescribing fees and expenses, or limits on fees and expenses, for the purposes of section 167, 169 or 185;
(ppp) prescribing the fees payable for the purposes of this Act, the regulations or the rules, in connection with the administration of New Brunswick securities law or for services provided by the Commission or the Executive Director;
(qqq) providing for the collection by an exchange or self-regulatory organization that has been delegated a power or duty of the Commission or the Executive Director under section 41 of fees payable to the Commission or Executive Director and for their remission to the Commission or Executive Director;
(qqq.1) Repealed: 2013, c.31, s.36
(qqq.2) authorizing the Commission or the Tribunal to require a person to dispose of a security or a derivative acquired as a result of an intentional or accidental violation of a provision of a rule made under paragraph 59(1)(h) of the Financial and Consumer Services Commission Act;
(qqq.3) respecting the practice and procedure for hearings permitted or required under this Act, the regulations or the rules;
(rrr) respecting the media, format, preparation, amendment, form, content, execution, certification, dissemination, sending, delivery, filing, use, review and approval of all documents required under or governed by this Act, the regulations or the rules;
(rrr.1) prescribing the circumstances in which persons shall be deemed to have delivered or sent documents or information required under or governed by this Act, the regulations or the rules;
(sss) permitting or requiring, or varying this Act to permit or require methods of filing or delivery, to or by the Commission, issuers, registrants, security holders, holders of derivatives or others, of documents, information or other communications required under or governed by New Brunswick securities law;
(ttt) varying the requirements under this Act to permit or require the use of an electronic or computer-based system for the filing, delivery or deposit of documents or information required under or governed by this Act, the regulations or the rules;
(ttt.1) prescribing the fees that may be charged by a person that operates an electronic or computer-based system referred to in paragraph (ttt);
(uuu) establishing requirements for and procedures in respect of the use of an electronic or computer-based system for the filing, delivery or deposit of documents or information;
(vvv) providing for electronic signatures for the signing of documents and prescribing the circumstances under which persons shall be deemed to have signed or certified documents on an electronic or computer-based system for any purpose of this Act, the regulations or the rules;
(www) respecting exemptions from any requirement of this Act, the regulations or the rules or any provision of this Act, the regulations or the rules;
(www.1) respecting the circumstances under which and the conditions on which exemptions referred to in paragraph (www) apply, including without limiting the generality of the foregoing, circumstances and conditions
(i) relating to the laws of another jurisdiction respecting trading in securities or derivatives or relating to an exemption from a requirement of those laws granted by a securities regulatory authority in that jurisdiction, or
(ii) that apply to a person or a class of persons designated by the Commission;
(xxx) authorizing the Commission or the Executive Director to order that any or all of the exemptions under this Act, the regulations or the rules do not apply to a particular person, trade, security or derivative or class of persons, trades, securities or derivatives;
(yyy) varying any of the requirements of Part 5 or 10 or section 82, 88 or 149;
(zzz) prescribing any time period in this Act and providing for exemptions from or varying any time period in this Act;
(aaaa) prescribing anything that, by this Act, is to be prescribed by regulation;
(bbbb) respecting anything that, by this Act, is to be required by the regulations;
(cccc) defining any word or expression used in this Act but not defined in this Act for the purposes of this Act, the regulations or the rules;
(dddd) respecting any other matter or thing necessary or advisable to carry out the intent of this Act.
200(2)The Lieutenant-Governor in Council may make regulations
(a) Repealed: 2007, c.38, s.194
(b) Repealed: 2007, c.38, s.194
(c) Repealed: 2007, c.38, s.194
(d) respecting the practice and procedure that are to be followed by the Commission in making or amending rules;
(e) respecting the form and content of a notice of a rule to be published in The Royal Gazette under paragraph 201(1)(b);
(f) respecting the commencement of rules made by the Commission and the period during which rules made by the Commission are effective.
200(3)The Lieutenant-Governor in Council may, by order, amend or repeal any rule made by the Commission.
200(4)Subject to the approval of the Minister, the Commission, concurrently with making a rule, may make a regulation that amends or repeals any provision of a regulation made by the Lieutenant-Governor in Council under this Act or by the Commission under this subsection that in the opinion of the Commission is necessary or advisable to effectively implement the rule.
200(5)A regulation made under subsection (4) is not effective before the rule referred to in that subsection comes into force.
200(6)Subject to subsection (5), a regulation made under subsection (4) may be retroactive in its operation.
200(7)A regulation or rule authorized by this section may incorporate by reference, in whole or in part, any laws, any by-laws or other regulatory instruments or any codes, standards, procedures or guidelines as they are amended from time to time before or after the making of the regulation or the rule or as they read at a fixed time and may require compliance with any law, any by-law or other regulatory instrument or any code, standard, procedure or guideline so incorporated.
200(8)Regulations or rules may vary for or be made in respect of different persons, matters or things or different classes or categories of persons, matters or things.
200(9)A regulation or a rule may be general or particular in its application, may be limited as to time or place or both and may exclude any place from the application of the regulation or rule.
200(10)A regulation or rule may authorize the Commission or the Executive Director to grant an exemption to it or to revoke any such exemption.
200(11)An exemption or a revocation of an exemption may be granted in whole or in part and may be granted subject to conditions or restrictions.
200(12)The Regulations Act does not apply to the rules.
200(13)If there is a conflict or an inconsistency between a regulation made by the Lieutenant-Governor in Council under this Act and a rule, the regulation prevails but in all other respects a rule has the same force and effect as a regulation.
2007, c.38, s.194; 2008, c.22, s.64; 2011, c.43, s.42; 2013, c.31, s.36; 2013, c.43, s.49
Regulations and rules
200(1)The Lieutenant-Governor in Council may make regulations and the Commission may make rules
(a) respecting the application for registration and the amendment or reinstatement of registration;
(b) respecting the surrender, cancellation or expiration of registration and the obligations of a former registrant following the surrender, cancellation or expiration of registration;
(c) respecting the suspension of registration and the obligations of suspended registrants;
(d) prescribing categories or subcategories of registrants, prescribing capacities or conduct that require registration and that relate to another registrant’s compliance with New Brunswick securities law and classifying registrants into categories or subcategories;
(d.1) respecting circumstances in which a person is deemed to be registered for the purposes of this Act, the regulations or the rules, including without limiting the generality of the foregoing, the circumstance in which a person is registered under the laws of another jurisdiction in Canada respecting trading in securities or exchange contracts;
(e) respecting the terms and conditions of registration or other requirements in relation to registrants or any category or subcategory of registrants, including without limiting the generality of the foregoing,
(i) the standards of practice and the business conduct of registrants in dealing with their clients and prospective clients,
(ii) requirements that are advisable for the prevention or regulation of conflicts of interest, and
(iii) requirements in respect of membership in a self-regulatory organization;
(f) extending any requirements under subparagraph (e)(i) to unregistered directors, partners, employees, representatives and officers of registrants;
(g) prescribing requirements in respect of the residence in New Brunswick or Canada of registrants;
(h) prescribing requirements in respect of the ownership or control of registrants, requiring notification to the Commission by a registrant or other person of a proposed change in ownership or control of a registrant and authorizing the Tribunal to make an order that a proposed change may not be effected before a decision of the Tribunal as to whether it will exercise its powers under paragraph 184(1)(a) or (b) as a result of the proposed change;
(i) respecting requirements for the notification by a registrant in the form required by the Commission of any specified event or change and the reasons for any such event or change;
(j) prescribing standards for registrants in relation to the suitability for certain investors of certain securities or exchange contracts;
(k) respecting requirements for the disclosure or provision of information or material to the public, the Commission or the Executive Director by registrants or unregistered directors, partners, representatives, officers and control persons of registrants;
(l) varying the requirements under this Act in respect of the disclosure or provision of information or material to the public, the Commission or the Executive Director by registrants;
(l.1) respecting information sharing between registrants;
(l.2) respecting referral agreements entered into by a registrant;
(m) respecting requirements in relation to the books, records and documents required by subsection 162(1) to be kept by market participants, including without limiting the generality of the foregoing, the form in which and the period for which the books, records and documents are to be kept;
(m.1) prescribing classes of documents or records to which the Commission, any member of the Commission or any employee of the Commission shall not have access when exercising a power under Part 3, 12 or 13, as the case may be, in relation to an auditor oversight body;
(n) respecting auditing requirements in relation to registrants, including without limiting the generality of the foregoing, requirements with respect to the appointment of auditors, the conduct of audits and the preparation of reports by auditors;
(o) respecting requirements for the filing with the Commission or provision to the Commission by registrants of financial statements and auditors’ reports;
(p) prescribing the conditions and circumstances under which a person who is a corporation may undertake the duties, responsibilities and activities that a person who is a registrant and a shareholder of the corporation is authorized to undertake by virtue of being a registrant, including without limiting the generality of the foregoing, the establishment of a scheme for the registration of the corporation and the category of that registration;
(q) imposing liability on a registrant who is a dealer or adviser for the acts or omissions prescribed under paragraph (u) of a corporation that is a registrant under a scheme established under paragraph (p) where the dealer or adviser has a prescribed contractual relationship with the corporation;
(r) imposing liability on a person who is a registrant and a shareholder of a corporation for acts or omissions of the corporation if the corporation that performs the acts or fails to perform the acts is a registrant under a scheme established under paragraph (p);
(s) prescribing the terms and conditions under which a person who is in a contractual relationship with a dealer is deemed to be an employee of the dealer for the purposes of New Brunswick securities law and deemed to be qualified for registration in a category prescribed by regulation;
(t) imposing liability on a registrant who is a dealer for the acts and omissions prescribed under paragraph (v) of a person deemed to be an employee of the dealer under a regulation or rule made under paragraph (s);
(u) prescribing the acts or omissions of a corporation for which a registrant who is a dealer or adviser is liable;
(v) prescribing the acts or omissions of a person deemed to be an employee of a dealer for which a registrant who is a dealer is liable;
(w) prescribing requirements for control persons;
(x) respecting requirements for calling at or telephoning to residences for the purposes of trading in securities or exchange contracts;
(y) prescribing requirements in respect of representations relating to the future value or price of a security or an exchange contract;
(z) regulating the listing or trading of securities or exchange contracts, including without limiting the generality of the foregoing, requiring reporting of trades and quotations;
(aa) regulating an exchange, a self-regulatory organization, a quotation and trade reporting system or a clearing agency recognized by the Commission under section 35;
(aa.1) regulating credit rating organizations, including without limiting the generality of the foregoing,
(i) prescribing requirements for the purposes of section 44.2, and
(ii) respecting the circumstances in which a credit rating organization or a class of credit rating organizations is deemed to be designated under subsection 44.1(1);
(bb) regulating trading or advising in securities or exchange contracts to prevent trading or advising that is fraudulent, manipulative, deceptive or unfairly detrimental to investors;
(bb.1) prescribing circumstances in which a person is prohibited from trading or purchasing securities or exchange contracts or a particular security or exchange contract, including without limiting the generality of the foregoing, the circumstance in which a securities regulatory authority in another jurisdiction has ordered that
(i) a person is prohibited from trading or purchasing securities or exchange contracts or a particular security or exchange contract, or
(ii) trades or purchases of a particular security or exchange contract cease;
(bb.2) prescribing requirements in relation to promoters, advisers or persons who promote the purchase or sale of securities of an issuer;
(cc) regulating trading or advising in penny stocks, including without limiting the generality of the foregoing, requirements for additional disclosure and suitability for investment;
(dd) regulating scholarship plans and the distribution and trading of the securities of scholarship plans;
(ee) prescribing categories or subcategories of issuers for the purposes of the prospectus requirements under this Act, the regulations and the rules and classifying issuers into categories or subcategories;
(ff) respecting certificates required to be contained in a preliminary prospectus, a prospectus or an amendment to a preliminary prospectus or prospectus, including without limiting the generality of the foregoing,
(i) authorizing the Executive Director to require persons to sign a certificate, subject to such terms and conditions as the Executive Director considers appropriate,
(ii) authorizing the Executive Director to permit the agent of a person who is required to sign a certificate, when the agent is duly authorized in writing, to sign the certificate on behalf of the person, and
(iii) authorizing the Executive Director to permit another person to sign a certificate when the Executive Director is satisfied on evidence or submissions that a person who is required to sign a certificate is for adequate cause not available to sign the certificate;
(gg) respecting, for the purposes of section 78, the lapse date of a prospectus and the continuation of a distribution after the lapse date, including without limiting the generality of the foregoing,
(i) prescribing the terms and conditions under which a distribution may be continued after the lapse date, and
(ii) prescribing the circumstances in which certain purchasers may cancel a trade made after the lapse date;
(hh) respecting requirements in respect of amendments to preliminary prospectuses or prospectuses, including without limiting the generality of the foregoing,
(i) prescribing the circumstances under which an amendment to a preliminary prospectus or prospectus must be filed and delivered, and
(ii) establishing requirements to obtain a receipt for an amendment to a preliminary prospectus or prospectus;
(ii) respecting the distribution of securities or the issuing of receipts, including without limiting the generality of the foregoing,
(i) varying any of the requirements under this Act to facilitate, expedite or regulate the distribution of securities or the issuing of receipts,
(ii) establishing requirements in respect of distributions of securities by means of a prospectus incorporating other documents by reference,
(iii) establishing requirements in respect of distributions of securities by means of a simplified or summary prospectus or other form of disclosure document,
(iv) establishing requirements in respect of distributions of securities on a continuous or delayed basis,
(v) establishing requirements in respect of pricing of distributions of securities after the issuance of a receipt for the prospectus filed in relation to the securities,
(vi) establishing procedures for the issuing of receipts for prospectuses after expedited or selective review,
(vii) respecting circumstances in which a receipt is deemed to have been issued for the purposes of this Act, the regulations or the rules, including the circumstance in which a receipt has been issued for a preliminary prospectus or prospectus under the laws of another jurisdiction in Canada respecting trading in securities,
(viii) establishing provisions for the incorporation by reference of certain documents in a prospectus or other document prescribed by regulation or rule and the effect, including from a liability and evidentiary perspective, of modifying or superseding statements, and
(ix) establishing provisions for eligibility requirements to file a prospectus or obtain a receipt for, or distribute under, a particular form of prospectus and the loss of that eligibility;
(ii.1) respecting provisions for varying withdrawal rights;
(ii.2) prescribing circumstances in which a person that purchases a security under a distribution may cancel the purchase, including without limiting the generality of the foregoing,
(i) prescribing the period in which the purchaser may cancel the purchase,
(ii) prescribing the principles for determining the amount of the refund if the purchaser cancels the purchase, and
(iii) specifying the persons responsible for making and administering the payment of the refund and prescribing the period in which the refund must be paid;
(jj) respecting the circumstances under which the Executive Director must refuse to issue a receipt for a prospectus and varying the circumstances under this Act when the Executive Director must refuse to issue a receipt for a prospectus;
(kk) prescribing periods in which receipts for prospectuses are effective and the circumstances in which receipts may be revoked or deemed to be void;
(ll) respecting requirements for the escrow of securities in connection with distributions;
(mm) prescribing circumstances under which an issuer must provide information to a person to enable a distribution of previously issued securities of the issuer;
(nn) prescribing activities, including the use of documents or advertising, in which registrants or issuers are permitted to engage or are prohibited from engaging in connection with distributions;
(oo) prescribing which distributions and trading in relation to the distributions are distributions and trading outside New Brunswick;
(pp) prescribing reporting requirements in respect of a trade made in reliance on an exemption under the regulations or the rules from section 71;
(pp.1) prescribing requirements in connection with the first trade of securities previously acquired under an exemption from the prospectus requirements under this Act, the regulations or the rules;
(qq) respecting the circumstances under which a trade or type of trade that would not otherwise be a distribution shall be a distribution;
(qq.1) respecting the requirement to maintain a record of all persons to whom a preliminary prospectus has been sent under section 82 and respecting the availability of the record;
(rr) respecting the application of sections 88 and 149;
(ss) respecting requirements in relation to the preparation and dissemination and other use, by reporting issuers, of documents providing for continuous disclosure, including without limiting the generality of the foregoing, requirements in relation to
(i) financial statements,
(ii) supplemental analysis of financial statements,
(iii) an annual report,
(iv) a business acquisition report, and
(v) an annual information form;
(ss.1) respecting requirements for the disclosure or provision of information or material to the public, the Commission or the Executive Director by reporting issuers;
(ss.2) respecting requirements with respect to the disclosure by reporting issuers of material changes, including without limiting the generality of the foregoing,
(i) prescribing the time period within which a reporting issuer must make disclosure of a material change,
(ii) prescribing the manner in which a reporting issuer must make disclosure of a material change, and
(iii) prescribing circumstances under which a material change may remain confidential;
(ss.3) respecting the preparation, form and content requirements applicable to the public dissemination of forward-looking information by reporting issuers where the dissemination is not part of a required filing;
(tt) requiring issuers or other persons to comply, in whole or in part, with Part 7 or regulations or rules made under paragraph (ss), (ss.1), (ss.2) or (ss.3);
(uu) respecting the circumstances under which an issuer that would not otherwise be a reporting issuer shall be a reporting issuer;
(vv) respecting the voluntary surrender of reporting issuer status;
(ww) Repealed: 2007, c.38, s.194
(xx) respecting requirements in relation to financial accounting, reporting and auditing for the purposes of this Act, the regulations and the rules, including without limiting the generality of the foregoing,
(i) defining accounting principles and auditing standards acceptable to the Commission,
(ii) financial reporting requirements for the preparation and dissemination of forward-looking information and pro forma financial statements,
(iii) standards of independence and other qualifications for auditors,
(iv) requirements respecting a change in auditors by a reporting issuer or a registrant,
(v) requirements respecting a change in the financial year of an issuer or in an issuer’s status as a reporting issuer under this Act, the regulations or the rules,
(vi) defining auditing standards for attesting to and reporting on a reporting issuer’s internal controls, and
(vii) requiring evaluations of reporting issuers’ internal control over financial reporting and requiring reporting issuers to obtain audits of their internal control over financial reporting, including their management’s evaluation;
(yy) respecting requirements for the validity and solicitation of proxies ;
(zz) providing for the application of Part 7 and Part 8 in respect of registered holders or beneficial owners of voting securities or equity securities of reporting issuers or other persons on behalf of whom the securities are held, including in respect of reporting issuers, clearing agencies recognized by the Commission under paragraph 35(1)(d), registered holders, registrants and other persons who hold securities on behalf of persons but who are not the registered holders;
(aaa) regulating take-over bids, issuer bids, insider bids, going-private transactions, business combinations and related party transactions, including without limiting the generality of the foregoing,
(i) prescribing requirements or prohibitions relating to the conduct or management of the affairs of an issuer and of the affairs of its directors and officers before, during or after an offer to acquire, acquisition, offer to redeem, redemption, going-private transaction, business combination or related party transaction,
(ii) prescribing requirements for disclosure, valuations, review by independent committees of boards of directors and approval by minority security holders,
(iii) prescribing requirements respecting defensive tactics in connection with take-over bids,
(iv) prohibiting a person from purchasing or trading a security before, during or after an offer to acquire, acquisition, offer to redeem, redemption, going-private transaction, business combination or related party transaction, and
(v) for the purposes of section 126, prescribing types or classes of securities and prescribing percentages, disclosure requirements and prohibitions;
(bbb) respecting insider trading, self-dealing and conflicts of interest in relation to insider trading and self-dealing;
(bbb.1) prescribing insider reporting requirements in respect of a person;
(bbb.2) respecting requirements for the disclosure or provision of information or material to the public, the Commission or the Executive Director by insiders, including without limiting the generality of the foregoing,
(i) prescribing requirements respecting the reporting by insiders of any direct or indirect beneficial ownership of, or control or direction over, securities of a reporting issuer or changes in ownership, control or direction,
(ii) prescribing requirements respecting the reporting by insiders of any interest in or right or obligation associated with a related financial instrument or changes in such interests, rights or obligations,
(iii) prescribing requirements respecting the reporting by insiders of any agreement, arrangement or understanding that alters, directly or indirectly, an insider’s economic interest in a security of a reporting issuer or an insider’s economic exposure to a reporting issuer or changes in such agreements, arrangements or understandings, and
(iv) prescribing the circumstances when a person shall be deemed to have been an insider;
(bbb.3) extending any requirements under paragraph (bbb.2) to other persons;
(ccc) prescribing requirements in relation to the determination of the market value, the market price or the closing price of a security or an exchange contract and authorizing the Commission to make that determination;
(ddd) prescribing standards or criteria for determining when a material fact or material change has been generally disclosed;
(eee) regulating investment funds and the distribution and trading of the securities of the funds, including without limiting the generality of the foregoing,
(i) prescribing disclosure requirements in respect of the funds and requiring or permitting the use of particular forms or types of additional offering or other documents in connection with the funds,
(ii) prescribing permitted investment policy and investment practices for the funds and prohibiting or restricting certain investments or investment practices for the funds,
(iii) prescribing requirements governing the custodianship of assets of the funds,
(iv) prescribing minimum initial capital requirements for any of the funds making a distribution and prohibiting or restricting the reimbursement of costs in connection with the organization of a fund,
(v) prescribing matters affecting any of the funds that require the approval of security holders of the fund, the Commission or the Executive Director, including, in the case of security holders, the level of approval,
(vi) prescribing requirements in relation to the determination of the net asset value of investment funds and authorizing the Commission to make that determination,
(vii) prescribing requirements in respect of the content and use of sales literature, sales communications or advertising relating to the funds or the securities of funds,
(viii) designating mutual funds as private mutual funds and prescribing requirements for private mutual funds,
(ix) respecting sales charges imposed by a distribution company or contractual plan service company under a contractual plan on purchasers of shares or units of an investment fund, and commissions or sales incentives to be paid to registrants in connection with the securities of an investment fund,
(x) prescribing the circumstances under which a planholder under a contractual plan has the right to withdraw from the contractual plan,
(xi) prescribing procedures applicable to investment funds, registrants and any other person in respect of sales and redemptions of investment fund securities and payments for sales and redemptions,
(xii) prescribing requirements in relation to promoters, advisers or persons who administer or participate in the administration of the affairs of investment funds, and
(xiii) regulating conflicts of interest between the investment fund and the investment fund manager;
(fff) respecting fees payable by an issuer to an adviser as consideration for investment advice, alone or together with administrative or management services provided to a mutual fund or non-redeemable investment fund;
(ggg) respecting requirements relating to the qualification of a registrant to act as an adviser to a mutual fund or non-redeemable investment fund;
(hhh) regulating commodity pools, including without limiting the generality of the foregoing,
(i) prescribing disclosure requirements in respect of commodity pools and requiring or permitting the use of particular forms or types of additional offering or other documents in connection with commodity pools,
(ii) prescribing requirements in relation to promoters, advisers and persons who administer or participate in the administration of the affairs of commodity pools,
(iii) prescribing standards in relation to the suitability of investors in commodity pools,
(iv) prohibiting or restricting the payment of fees, commissions or compensation by commodity pools or holders of securities of commodity pools and restricting the reimbursement of costs in connection with the organization of commodity pools,
(v) prescribing requirements with respect to the voting rights of security holders, and
(vi) prescribing requirements in respect of the redemption of securities of a commodity pool;
(iii) regulating derivatives, including without limiting the generality of the foregoing,
(i) prescribing disclosure requirements and requiring or prohibiting the use of particular forms or types of offering documents or other documents, and
(ii) prescribing requirements that apply to mutual funds, non-redeemable investment funds, commodity pools or other issuers;
(jjj) varying the application of this Act or any regulation or rule to foreign issuers to facilitate distributions, compliance with requirements applicable or relating to reporting issuers and the making of take-over bids, issuer bids, insider bids, going-private transactions, business combinations and related party transactions;
(kkk) respecting requirements in relation to reverse take-overs, including without limiting the generality of the foregoing, requirements for disclosure that are substantially equivalent to that provided by a prospectus;
(lll) respecting the designation or recognition of any person, jurisdiction or instrument if advisable for the purposes of this Act, the regulations or the rules, including without limiting the generality of the foregoing,
(i) recognizing an exchange, a self-regulatory organization, a quotation and trade reporting system, a clearing agency or an auditor oversight body for any of the purposes of this Act, the regulations or the rules,
(ii) designating a person for the purpose of the definition “market participant”,
(iii) for the purpose of the definitions “insider”, “mutual fund”, “non-redeemable investment fund” or “reporting issuer”, designating a class of persons to be, or a person or class of persons not to be, an insider, a mutual fund, a non-redeemable investment fund or a reporting issuer, and
(iv) designating an instrument or class of instruments not to be a futures contract or to be or not to be an exchange contract;
(lll.1) prescribing documents for the purposes of the definition of “core document” in section 161.1;
(lll.2) providing for the application of Part 11.1 to the acquisition of an issuer’s security pursuant to a distribution that is exempt from section 71 or 78 and to the acquisition or disposition of an issuer’s security in connection with or pursuant to a take-over bid or issuer bid;
(lll.3) prescribing transactions or classes of transactions for the purposes of paragraph 161.11(d);
(lll.4) respecting the determination of the amount of the profit made or loss avoided for the purposes of subsection 179(7);
(mmm) respecting the practice and procedure for investigations under Part 13;
(nnn) respecting, for the purposes of section 177, authorized disclosure of information by a person who is subject to an order under that section;
(nnn.1) respecting the administration and distribution of amounts disgorged to the Commission under paragraph 184(1)(p) or 187(4)(o);
(nnn.2) respecting the delegation or transfer of any New Brunswick authority to an extra-provincial securities commission under section 195.11;
(nnn.3) respecting the acceptance by the Commission or the Tribunal of any delegation or transfer of an extra-provincial authority from an extra-provincial securities commission under section 195.11;
(nnn.4) respecting any amendments to, or the revocation of, any delegation, transfer or acceptance of a delegation or transfer referred to in paragraph (nnn.2) or (nnn.3);
(nnn.5) respecting the adoption or incorporation by reference of extra-provincial securities laws under section 195.3, including the administration of those laws once adopted or incorporated by reference;
(nnn.6) respecting the administration of exemptions from New Brunswick securities law under section 195.4;
(nnn.7) respecting the administration of extra-provincial securities laws arising from or as a result of any matters described in paragraphs (nnn.2) to (nnn.6);
(nnn.8) respecting authorized disclosure of information received by the Commission or any employee of the Commission;
(ooo) prescribing fees and expenses, or limits on fees and expenses, for the purposes of section 167, 169 or 185;
(ppp) prescribing the fees payable for the purposes of this Act, the regulations or the rules, in connection with the administration of New Brunswick securities law or for services provided by the Commission or the Executive Director;
(qqq) providing for the collection by an exchange or self-regulatory organization that has been delegated a power or duty of the Commission or the Executive Director under section 41 of fees payable to the Commission or Executive Director and for their remission to the Commission or Executive Director;
(qqq.1) Repealed: 2013, c.31, s.36
(qqq.2) authorizing the Commission or the Tribunal to require a person to dispose of a security or an exchange contract acquired as a result of an intentional or accidental violation of a provision of a rule made under paragraph 59(1)(h) of the Financial and Consumer Services Commission Act;
(qqq.3) respecting the practice and procedure for hearings permitted or required under this Act, the regulations or the rules;
(rrr) respecting the media, format, preparation, amendment, form, content, execution, certification, dissemination, sending, delivery, filing, use, review and approval of all documents required under or governed by this Act, the regulations or the rules;
(rrr.1) prescribing the circumstances in which persons shall be deemed to have delivered or sent documents or information required under or governed by this Act, the regulations or the rules;
(sss) permitting or requiring, or varying this Act to permit or require methods of filing or delivery, to or by the Commission, issuers, registrants, security holders, holders of exchange contracts or others, of documents, information or other communications required under or governed by New Brunswick securities law;
(ttt) varying the requirements under this Act to permit or require the use of an electronic or computer-based system for the filing, delivery or deposit of documents or information required under or governed by this Act, the regulations or the rules;
(uuu) establishing requirements for and procedures in respect of the use of an electronic or computer-based system for the filing, delivery or deposit of documents or information;
(vvv) providing for electronic signatures for the signing of documents and prescribing the circumstances under which persons shall be deemed to have signed or certified documents on an electronic or computer-based system for any purpose of this Act, the regulations or the rules;
(www) respecting exemptions from any requirement of this Act, the regulations or the rules or any provision of this Act, the regulations or the rules;
(www.1) respecting the circumstances under which and the conditions on which exemptions referred to in paragraph (www) apply, including without limiting the generality of the foregoing, circumstances and conditions
(i) relating to the laws of another jurisdiction or relating to an exemption from a requirement of those laws granted by a securities regulatory authority in that jurisdiction, or
(ii) that apply to a person or a class of persons designated by the Commission;
(xxx) respecting the circumstances under which or the conditions on which any or all of the exemptions under this Act, the regulations or the rules do not apply;
(yyy) varying any of the requirements of Part 5 or 10 or section 82, 88 or 149;
(zzz) prescribing any time period in this Act and providing for exemptions from or varying any time period in this Act;
(aaaa) prescribing anything that, by this Act, is to be prescribed by regulation;
(bbbb) respecting anything that, by this Act, is to be required by the regulations;
(cccc) defining any word or expression used in this Act but not defined in this Act for the purposes of this Act, the regulations or the rules;
(dddd) respecting any other matter or thing necessary or advisable to carry out the intent of this Act.
200(2)The Lieutenant-Governor in Council may make regulations
(a) Repealed: 2007, c.38, s.194
(b) Repealed: 2007, c.38, s.194
(c) Repealed: 2007, c.38, s.194
(d) respecting the practice and procedure that are to be followed by the Commission in making or amending rules;
(e) respecting the form and content of a notice of a rule to be published in The Royal Gazette under paragraph 201(1)(b);
(f) respecting the commencement of rules made by the Commission and the period during which rules made by the Commission are effective.
200(3)The Lieutenant-Governor in Council may, by order, amend or repeal any rule made by the Commission.
200(4)Subject to the approval of the Minister, the Commission, concurrently with making a rule, may make a regulation that amends or repeals any provision of a regulation made by the Lieutenant-Governor in Council under this Act or by the Commission under this subsection that in the opinion of the Commission is necessary or advisable to effectively implement the rule.
200(5)A regulation made under subsection (4) is not effective before the rule referred to in that subsection comes into force.
200(6)Subject to subsection (5), a regulation made under subsection (4) may be retroactive in its operation.
200(7)A regulation or rule authorized by this section may incorporate by reference, in whole or in part, any laws, any by-laws or other regulatory instruments or any codes, standards, procedures or guidelines as they are amended from time to time before or after the making of the regulation or the rule or as they read at a fixed time and may require compliance with any law, any by-law or other regulatory instrument or any code, standard, procedure or guideline so incorporated.
200(8)Regulations or rules may vary for or be made in respect of different persons, matters or things or different classes or categories of persons, matters or things.
200(9)A regulation or a rule may be general or particular in its application, may be limited as to time or place or both and may exclude any place from the application of the regulation or rule.
200(10)A regulation or rule may authorize the Commission or the Executive Director to grant an exemption to it or to revoke any such exemption.
200(11)An exemption or a revocation of an exemption may be granted in whole or in part and may be granted subject to conditions or restrictions.
200(12)The Regulations Act does not apply to the rules.
200(13)If there is a conflict or an inconsistency between a regulation made by the Lieutenant-Governor in Council under this Act and a rule, the regulation prevails but in all other respects a rule has the same force and effect as a regulation.
2007, c.38, s.194; 2008, c.22, s.64; 2011, c.43, s.42; 2013, c.31, s.36
Regulations and rules
200(1)The Lieutenant-Governor in Council may make regulations and the Commission may make rules
(a) respecting the application for registration and the amendment or reinstatement of registration;
(b) respecting the surrender, cancellation or expiration of registration and the obligations of a former registrant following the surrender, cancellation or expiration of registration;
(c) respecting the suspension of registration and the obligations of suspended registrants;
(d) prescribing categories or subcategories of registrants, prescribing capacities or conduct that require registration and that relate to another registrant’s compliance with New Brunswick securities law and classifying registrants into categories or subcategories;
(d.1) respecting circumstances in which a person is deemed to be registered for the purposes of this Act, the regulations or the rules, including without limiting the generality of the foregoing, the circumstance in which a person is registered under the laws of another jurisdiction in Canada respecting trading in securities or exchange contracts;
(e) respecting the terms and conditions of registration or other requirements in relation to registrants or any category or subcategory of registrants, including without limiting the generality of the foregoing,
(i) the standards of practice and the business conduct of registrants in dealing with their clients and prospective clients,
(ii) requirements that are advisable for the prevention or regulation of conflicts of interest, and
(iii) requirements in respect of membership in a self-regulatory organization;
(f) extending any requirements under subparagraph (e)(i) to unregistered directors, partners, employees, representatives and officers of registrants;
(g) prescribing requirements in respect of the residence in New Brunswick or Canada of registrants;
(h) prescribing requirements in respect of the ownership or control of registrants, requiring notification to the Commission by a registrant or other person of a proposed change in ownership or control of a registrant and authorizing the Commission to make an order that a proposed change may not be effected before a decision by the Commission as to whether it will exercise its powers under paragraph 184(1)(a) or (b) as a result of the proposed change;
(i) respecting requirements for the notification by a registrant in the form required by the Commission of any specified event or change and the reasons for any such event or change;
(j) prescribing standards for registrants in relation to the suitability for certain investors of certain securities or exchange contracts;
(k) respecting requirements for the disclosure or provision of information or material to the public, the Commission or the Executive Director by registrants or unregistered directors, partners, representatives, officers and control persons of registrants;
(l) varying the requirements under this Act in respect of the disclosure or provision of information or material to the public, the Commission or the Executive Director by registrants;
(l.1) respecting information sharing between registrants;
(l.2) respecting referral agreements entered into by a registrant;
(m) respecting requirements in relation to the books, records and documents required by subsection 162(1) to be kept by market participants, including without limiting the generality of the foregoing, the form in which and the period for which the books, records and documents are to be kept;
(m.1) prescribing classes of documents or records to which the Commission, any member of the Commission or any employee of the Commission shall not have access when exercising a power under Part 3, 12 or 13, as the case may be, in relation to an auditor oversight body;
(n) respecting auditing requirements in relation to registrants, including without limiting the generality of the foregoing, requirements with respect to the appointment of auditors, the conduct of audits and the preparation of reports by auditors;
(o) respecting requirements for the filing with the Commission or provision to the Commission by registrants of financial statements and auditors’ reports;
(p) prescribing the conditions and circumstances under which a person who is a corporation may undertake the duties, responsibilities and activities that a person who is a registrant and a shareholder of the corporation is authorized to undertake by virtue of being a registrant, including without limiting the generality of the foregoing, the establishment of a scheme for the registration of the corporation and the category of that registration;
(q) imposing liability on a registrant who is a dealer or adviser for the acts or omissions prescribed under paragraph (u) of a corporation that is a registrant under a scheme established under paragraph (p) where the dealer or adviser has a prescribed contractual relationship with the corporation;
(r) imposing liability on a person who is a registrant and a shareholder of a corporation for acts or omissions of the corporation if the corporation that performs the acts or fails to perform the acts is a registrant under a scheme established under paragraph (p);
(s) prescribing the terms and conditions under which a person who is in a contractual relationship with a dealer is deemed to be an employee of the dealer for the purposes of New Brunswick securities law and deemed to be qualified for registration in a category prescribed by regulation;
(t) imposing liability on a registrant who is a dealer for the acts and omissions prescribed under paragraph (v) of a person deemed to be an employee of the dealer under a regulation or rule made under paragraph (s);
(u) prescribing the acts or omissions of a corporation for which a registrant who is a dealer or adviser is liable;
(v) prescribing the acts or omissions of a person deemed to be an employee of a dealer for which a registrant who is a dealer is liable;
(w) prescribing requirements for control persons;
(x) respecting requirements for calling at or telephoning to residences for the purposes of trading in securities or exchange contracts;
(y) prescribing requirements in respect of representations relating to the future value or price of a security or an exchange contract;
(z) regulating the listing or trading of securities or exchange contracts, including without limiting the generality of the foregoing, requiring reporting of trades and quotations;
(aa) regulating an exchange, a self-regulatory organization, a quotation and trade reporting system or a clearing agency recognized by the Commission under section 35;
(aa.1) regulating credit rating organizations, including without limiting the generality of the foregoing,
(i) prescribing requirements for the purposes of section 44.2, and
(ii) respecting the circumstances in which a credit rating organization or a class of credit rating organizations is deemed to be designated under subsection 44.1(1);
(bb) regulating trading or advising in securities or exchange contracts to prevent trading or advising that is fraudulent, manipulative, deceptive or unfairly detrimental to investors;
(bb.1) prescribing circumstances in which a person is prohibited from trading or purchasing securities or exchange contracts or a particular security or exchange contract, including without limiting the generality of the foregoing, the circumstance in which a securities regulatory authority in another jurisdiction has ordered that
(i) a person is prohibited from trading or purchasing securities or exchange contracts or a particular security or exchange contract, or
(ii) trades or purchases of a particular security or exchange contract cease;
(bb.2) prescribing requirements in relation to promoters, advisers or persons who promote the purchase or sale of securities of an issuer;
(cc) regulating trading or advising in penny stocks, including without limiting the generality of the foregoing, requirements for additional disclosure and suitability for investment;
(dd) regulating scholarship plans and the distribution and trading of the securities of scholarship plans;
(ee) prescribing categories or subcategories of issuers for the purposes of the prospectus requirements under this Act, the regulations and the rules and classifying issuers into categories or subcategories;
(ff) respecting certificates required to be contained in a preliminary prospectus, a prospectus or an amendment to a preliminary prospectus or prospectus, including without limiting the generality of the foregoing,
(i) authorizing the Executive Director to require persons to sign a certificate, subject to such terms and conditions as the Executive Director considers appropriate,
(ii) authorizing the Executive Director to permit the agent of a person who is required to sign a certificate, when the agent is duly authorized in writing, to sign the certificate on behalf of the person, and
(iii) authorizing the Executive Director to permit another person to sign a certificate when the Executive Director is satisfied on evidence or submissions that a person who is required to sign a certificate is for adequate cause not available to sign the certificate;
(gg) respecting, for the purposes of section 78, the lapse date of a prospectus and the continuation of a distribution after the lapse date, including without limiting the generality of the foregoing,
(i) prescribing the terms and conditions under which a distribution may be continued after the lapse date, and
(ii) prescribing the circumstances in which certain purchasers may cancel a trade made after the lapse date;
(hh) respecting requirements in respect of amendments to preliminary prospectuses or prospectuses, including without limiting the generality of the foregoing,
(i) prescribing the circumstances under which an amendment to a preliminary prospectus or prospectus must be filed and delivered, and
(ii) establishing requirements to obtain a receipt for an amendment to a preliminary prospectus or prospectus;
(ii) respecting the distribution of securities or the issuing of receipts, including without limiting the generality of the foregoing,
(i) varying any of the requirements under this Act to facilitate, expedite or regulate the distribution of securities or the issuing of receipts,
(ii) establishing requirements in respect of distributions of securities by means of a prospectus incorporating other documents by reference,
(iii) establishing requirements in respect of distributions of securities by means of a simplified or summary prospectus or other form of disclosure document,
(iv) establishing requirements in respect of distributions of securities on a continuous or delayed basis,
(v) establishing requirements in respect of pricing of distributions of securities after the issuance of a receipt for the prospectus filed in relation to the securities,
(vi) establishing procedures for the issuing of receipts for prospectuses after expedited or selective review,
(vii) respecting circumstances in which a receipt is deemed to have been issued for the purposes of this Act, the regulations or the rules, including the circumstance in which a receipt has been issued for a preliminary prospectus or prospectus under the laws of another jurisdiction in Canada respecting trading in securities,
(viii) establishing provisions for the incorporation by reference of certain documents in a prospectus or other document prescribed by regulation or rule and the effect, including from a liability and evidentiary perspective, of modifying or superseding statements, and
(ix) establishing provisions for eligibility requirements to file a prospectus or obtain a receipt for, or distribute under, a particular form of prospectus and the loss of that eligibility;
(ii.1) respecting provisions for varying withdrawal rights;
(ii.2) prescribing circumstances in which a person that purchases a security under a distribution may cancel the purchase, including without limiting the generality of the foregoing,
(i) prescribing the period in which the purchaser may cancel the purchase,
(ii) prescribing the principles for determining the amount of the refund if the purchaser cancels the purchase, and
(iii) specifying the persons responsible for making and administering the payment of the refund and prescribing the period in which the refund must be paid;
(jj) respecting the circumstances under which the Executive Director must refuse to issue a receipt for a prospectus and varying the circumstances under this Act when the Executive Director must refuse to issue a receipt for a prospectus;
(kk) prescribing periods in which receipts for prospectuses are effective and the circumstances in which receipts may be revoked or deemed to be void;
(ll) respecting requirements for the escrow of securities in connection with distributions;
(mm) prescribing circumstances under which an issuer must provide information to a person to enable a distribution of previously issued securities of the issuer;
(nn) prescribing activities, including the use of documents or advertising, in which registrants or issuers are permitted to engage or are prohibited from engaging in connection with distributions;
(oo) prescribing which distributions and trading in relation to the distributions are distributions and trading outside New Brunswick;
(pp) prescribing reporting requirements in respect of a trade made in reliance on an exemption under the regulations or the rules from section 71;
(pp.1) prescribing requirements in connection with the first trade of securities previously acquired under an exemption from the prospectus requirements under this Act, the regulations or the rules;
(qq) respecting the circumstances under which a trade or type of trade that would not otherwise be a distribution shall be a distribution;
(qq.1) respecting the requirement to maintain a record of all persons to whom a preliminary prospectus has been sent under section 82 and respecting the availability of the record;
(rr) respecting the application of sections 88 and 149;
(ss) respecting requirements in relation to the preparation and dissemination and other use, by reporting issuers, of documents providing for continuous disclosure, including without limiting the generality of the foregoing, requirements in relation to
(i) financial statements,
(ii) supplemental analysis of financial statements,
(iii) an annual report,
(iv) a business acquisition report, and
(v) an annual information form;
(ss.1) respecting requirements for the disclosure or provision of information or material to the public, the Commission or the Executive Director by reporting issuers;
(ss.2) respecting requirements with respect to the disclosure by reporting issuers of material changes, including without limiting the generality of the foregoing,
(i) prescribing the time period within which a reporting issuer must make disclosure of a material change,
(ii) prescribing the manner in which a reporting issuer must make disclosure of a material change, and
(iii) prescribing circumstances under which a material change may remain confidential;
(ss.3) respecting the preparation, form and content requirements applicable to the public dissemination of forward-looking information by reporting issuers where the dissemination is not part of a required filing;
(tt) requiring issuers or other persons to comply, in whole or in part, with Part 7 or regulations or rules made under paragraph (ss), (ss.1), (ss.2) or (ss.3);
(uu) respecting the circumstances under which an issuer that would not otherwise be a reporting issuer shall be a reporting issuer;
(vv) respecting the voluntary surrender of reporting issuer status;
(ww) Repealed: 2007, c.38, s.194
(xx) respecting requirements in relation to financial accounting, reporting and auditing for the purposes of this Act, the regulations and the rules, including without limiting the generality of the foregoing,
(i) defining accounting principles and auditing standards acceptable to the Commission,
(ii) financial reporting requirements for the preparation and dissemination of forward-looking information and pro forma financial statements,
(iii) standards of independence and other qualifications for auditors,
(iv) requirements respecting a change in auditors by a reporting issuer or a registrant,
(v) requirements respecting a change in the financial year of an issuer or in an issuer’s status as a reporting issuer under this Act, the regulations or the rules,
(vi) defining auditing standards for attesting to and reporting on a reporting issuer’s internal controls, and
(vii) requiring evaluations of reporting issuers’ internal control over financial reporting and requiring reporting issuers to obtain audits of their internal control over financial reporting, including their management’s evaluation;
(yy) respecting requirements for the validity and solicitation of proxies ;
(zz) providing for the application of Part 7 and Part 8 in respect of registered holders or beneficial owners of voting securities or equity securities of reporting issuers or other persons on behalf of whom the securities are held, including in respect of reporting issuers, clearing agencies recognized by the Commission under paragraph 35(1)(d), registered holders, registrants and other persons who hold securities on behalf of persons but who are not the registered holders;
(aaa) regulating take-over bids, issuer bids, insider bids, going-private transactions, business combinations and related party transactions, including without limiting the generality of the foregoing,
(i) prescribing requirements or prohibitions relating to the conduct or management of the affairs of an issuer and of the affairs of its directors and officers before, during or after an offer to acquire, acquisition, offer to redeem, redemption, going-private transaction, business combination or related party transaction,
(ii) prescribing requirements for disclosure, valuations, review by independent committees of boards of directors and approval by minority security holders,
(iii) prescribing requirements respecting defensive tactics in connection with take-over bids,
(iv) prohibiting a person from purchasing or trading a security before, during or after an offer to acquire, acquisition, offer to redeem, redemption, going-private transaction, business combination or related party transaction, and
(v) for the purposes of section 126, prescribing types or classes of securities and prescribing percentages, disclosure requirements and prohibitions;
(bbb) respecting insider trading, self-dealing and conflicts of interest in relation to insider trading and self-dealing;
(bbb.1) prescribing insider reporting requirements in respect of a person;
(bbb.2) respecting requirements for the disclosure or provision of information or material to the public, the Commission or the Executive Director by insiders, including without limiting the generality of the foregoing,
(i) prescribing requirements respecting the reporting by insiders of any direct or indirect beneficial ownership of, or control or direction over, securities of a reporting issuer or changes in ownership, control or direction,
(ii) prescribing requirements respecting the reporting by insiders of any interest in or right or obligation associated with a related financial instrument or changes in such interests, rights or obligations,
(iii) prescribing requirements respecting the reporting by insiders of any agreement, arrangement or understanding that alters, directly or indirectly, an insider’s economic interest in a security of a reporting issuer or an insider’s economic exposure to a reporting issuer or changes in such agreements, arrangements or understandings, and
(iv) prescribing the circumstances when a person shall be deemed to have been an insider;
(bbb.3) extending any requirements under paragraph (bbb.2) to other persons;
(ccc) prescribing requirements in relation to the determination of the market value, the market price or the closing price of a security or an exchange contract and authorizing the Commission to make that determination;
(ddd) prescribing standards or criteria for determining when a material fact or material change has been generally disclosed;
(eee) regulating investment funds and the distribution and trading of the securities of the funds, including without limiting the generality of the foregoing,
(i) prescribing disclosure requirements in respect of the funds and requiring or permitting the use of particular forms or types of additional offering or other documents in connection with the funds,
(ii) prescribing permitted investment policy and investment practices for the funds and prohibiting or restricting certain investments or investment practices for the funds,
(iii) prescribing requirements governing the custodianship of assets of the funds,
(iv) prescribing minimum initial capital requirements for any of the funds making a distribution and prohibiting or restricting the reimbursement of costs in connection with the organization of a fund,
(v) prescribing matters affecting any of the funds that require the approval of security holders of the fund, the Commission or the Executive Director, including, in the case of security holders, the level of approval,
(vi) prescribing requirements in relation to the determination of the net asset value of investment funds and authorizing the Commission to make that determination,
(vii) prescribing requirements in respect of the content and use of sales literature, sales communications or advertising relating to the funds or the securities of funds,
(viii) designating mutual funds as private mutual funds and prescribing requirements for private mutual funds,
(ix) respecting sales charges imposed by a distribution company or contractual plan service company under a contractual plan on purchasers of shares or units of an investment fund, and commissions or sales incentives to be paid to registrants in connection with the securities of an investment fund,
(x) prescribing the circumstances under which a planholder under a contractual plan has the right to withdraw from the contractual plan,
(xi) prescribing procedures applicable to investment funds, registrants and any other person in respect of sales and redemptions of investment fund securities and payments for sales and redemptions,
(xii) prescribing requirements in relation to promoters, advisers or persons who administer or participate in the administration of the affairs of investment funds, and
(xiii) regulating conflicts of interest between the investment fund and the investment fund manager;
(fff) respecting fees payable by an issuer to an adviser as consideration for investment advice, alone or together with administrative or management services provided to a mutual fund or non-redeemable investment fund;
(ggg) respecting requirements relating to the qualification of a registrant to act as an adviser to a mutual fund or non-redeemable investment fund;
(hhh) regulating commodity pools, including without limiting the generality of the foregoing,
(i) prescribing disclosure requirements in respect of commodity pools and requiring or permitting the use of particular forms or types of additional offering or other documents in connection with commodity pools,
(ii) prescribing requirements in relation to promoters, advisers and persons who administer or participate in the administration of the affairs of commodity pools,
(iii) prescribing standards in relation to the suitability of investors in commodity pools,
(iv) prohibiting or restricting the payment of fees, commissions or compensation by commodity pools or holders of securities of commodity pools and restricting the reimbursement of costs in connection with the organization of commodity pools,
(v) prescribing requirements with respect to the voting rights of security holders, and
(vi) prescribing requirements in respect of the redemption of securities of a commodity pool;
(iii) regulating derivatives, including without limiting the generality of the foregoing,
(i) prescribing disclosure requirements and requiring or prohibiting the use of particular forms or types of offering documents or other documents, and
(ii) prescribing requirements that apply to mutual funds, non-redeemable investment funds, commodity pools or other issuers;
(jjj) varying the application of this Act or any regulation or rule to foreign issuers to facilitate distributions, compliance with requirements applicable or relating to reporting issuers and the making of take-over bids, issuer bids, insider bids, going-private transactions, business combinations and related party transactions;
(kkk) respecting requirements in relation to reverse take-overs, including without limiting the generality of the foregoing, requirements for disclosure that are substantially equivalent to that provided by a prospectus;
(lll) respecting the designation or recognition of any person, jurisdiction or instrument if advisable for the purposes of this Act, the regulations or the rules, including without limiting the generality of the foregoing,
(i) recognizing an exchange, a self-regulatory organization, a quotation and trade reporting system, a clearing agency or an auditor oversight body for any of the purposes of this Act, the regulations or the rules,
(ii) designating a person for the purpose of the definition “market participant”,
(iii) for the purpose of the definitions “insider”, “mutual fund”, “non-redeemable investment fund” or “reporting issuer”, designating a class of persons to be, or a person or class of persons not to be, an insider, a mutual fund, a non-redeemable investment fund or a reporting issuer, and
(iv) designating an instrument or class of instruments not to be a futures contract or to be or not to be an exchange contract;
(lll.1) prescribing documents for the purposes of the definition of “core document” in section 161.1;
(lll.2) providing for the application of Part 11.1 to the acquisition of an issuer’s security pursuant to a distribution that is exempt from section 71 or 78 and to the acquisition or disposition of an issuer’s security in connection with or pursuant to a take-over bid or issuer bid;
(lll.3) prescribing transactions or classes of transactions for the purposes of paragraph 161.11(d);
(lll.4) respecting the determination of the amount of the profit made or loss avoided for the purposes of subsection 179(7);
(mmm) respecting the practice and procedure for investigations under Part 13;
(nnn) respecting, for the purposes of section 177, authorized disclosure of information by a person who is subject to an order under that section;
(nnn.1) respecting the administration and distribution of amounts disgorged to the Commission under paragraph 184(1)(p) or 187(4)(o);
(nnn.2) respecting the delegation or transfer of any New Brunswick authority to an extra-provincial securities commission under section 195.11;
(nnn.3) respecting the acceptance by the Commission of any delegation or transfer of an extra-provincial authority from an extra-provincial securities commission under section 195.11;
(nnn.4) respecting any amendments to, or the revocation of, any delegation, transfer or acceptance of a delegation or transfer referred to in paragraph (nnn.2) or (nnn.3);
(nnn.5) respecting the adoption or incorporation by reference of extra-provincial securities laws under section 195.3, including the administration of those laws once adopted or incorporated by reference;
(nnn.6) respecting the administration of exemptions from New Brunswick securities law under section 195.4;
(nnn.7) respecting the administration of extra-provincial securities laws arising from or as a result of any matters described in paragraphs (nnn.2) to (nnn.6);
(nnn.8) respecting, for the purposes of subsection 199.1(7), authorized disclosure of information received by the Commission or any employee of the Commission;
(ooo) prescribing fees and expenses, or limits on fees and expenses, for the purposes of section 167, 169 or 185;
(ppp) prescribing the fees payable for the purposes of this Act, the regulations or the rules, in connection with the administration of New Brunswick securities law or for services provided by the Commission or the Executive Director;
(qqq) providing for the collection by an exchange or self-regulatory organization that has been delegated a power or duty of the Commission or the Executive Director under section 41 of fees payable to the Commission or Executive Director and for their remission to the Commission or Executive Director;
(qqq.1) governing conflicts of interest for members of the Commission, supplementary members of the Commission and employees of the Commission;
(qqq.2) authorizing the Minister or the Commission to require a person to dispose of a security or an exchange contract acquired as a result of an intentional or accidental violation of any provision of a regulation or rule made under paragraph (qqq.1);
(qqq.3) respecting the practice and procedure for hearings permitted or required under this Act, the regulations or the rules;
(rrr) respecting the media, format, preparation, amendment, form, content, execution, certification, dissemination, sending, delivery, filing, use, review and approval of all documents required under or governed by this Act, the regulations or the rules;
(rrr.1) prescribing the circumstances in which persons shall be deemed to have delivered or sent documents or information required under or governed by this Act, the regulations or the rules;
(sss) permitting or requiring, or varying this Act to permit or require methods of filing or delivery, to or by the Commission, issuers, registrants, security holders, holders of exchange contracts or others, of documents, information or other communications required under or governed by New Brunswick securities law;
(ttt) varying the requirements under this Act to permit or require the use of an electronic or computer-based system for the filing, delivery or deposit of documents or information required under or governed by this Act, the regulations or the rules;
(uuu) establishing requirements for and procedures in respect of the use of an electronic or computer-based system for the filing, delivery or deposit of documents or information;
(vvv) providing for electronic signatures for the signing of documents and prescribing the circumstances under which persons shall be deemed to have signed or certified documents on an electronic or computer-based system for any purpose of this Act, the regulations or the rules;
(www) respecting exemptions from any requirement of this Act, the regulations or the rules or any provision of this Act, the regulations or the rules;
(www.1) respecting the circumstances under which and the conditions on which exemptions referred to in paragraph (www) apply, including without limiting the generality of the foregoing, circumstances and conditions
(i) relating to the laws of another jurisdiction or relating to an exemption from a requirement of those laws granted by a securities regulatory authority in that jurisdiction, or
(ii) that apply to a person or a class of persons designated by the Commission;
(xxx) respecting the circumstances under which or the conditions on which any or all of the exemptions under this Act, the regulations or the rules do not apply;
(yyy) varying any of the requirements of Part 5 or 10 or section 82, 88 or 149;
(zzz) prescribing any time period in this Act and providing for exemptions from or varying any time period in this Act;
(aaaa) prescribing anything that, by this Act, is to be prescribed by regulation;
(bbbb) respecting anything that, by this Act, is to be required by the regulations;
(cccc) defining any word or expression used in this Act but not defined in this Act for the purposes of this Act, the regulations or the rules;
(dddd) respecting any other matter or thing necessary or advisable to carry out the intent of this Act.
200(2)The Lieutenant-Governor in Council may make regulations
(a) Repealed: 2007, c.38, s.194
(b) Repealed: 2007, c.38, s.194
(c) Repealed: 2007, c.38, s.194
(d) respecting the practice and procedure that are to be followed by the Commission in making or amending rules;
(e) respecting the form and content of a notice of a rule to be published in The Royal Gazette under paragraph 201(1)(b);
(f) respecting the commencement of rules made by the Commission and the period during which rules made by the Commission are effective.
200(3)The Lieutenant-Governor in Council may, by order, amend or repeal any rule made by the Commission.
200(4)Subject to the approval of the Minister, the Commission, concurrently with making a rule, may make a regulation that amends or repeals any provision of a regulation made by the Lieutenant-Governor in Council under this Act or by the Commission under this subsection that in the opinion of the Commission is necessary or advisable to effectively implement the rule.
200(5)A regulation made under subsection (4) is not effective before the rule referred to in that subsection comes into force.
200(6)Subject to subsection (5), a regulation made under subsection (4) may be retroactive in its operation.
200(7)A regulation or rule authorized by this section may incorporate by reference, in whole or in part, any laws, any by-laws or other regulatory instruments or any codes, standards, procedures or guidelines as they are amended from time to time before or after the making of the regulation or the rule or as they read at a fixed time and may require compliance with any law, any by-law or other regulatory instrument or any code, standard, procedure or guideline so incorporated.
200(8)Regulations or rules may vary for or be made in respect of different persons, matters or things or different classes or categories of persons, matters or things.
200(9)A regulation or a rule may be general or particular in its application, may be limited as to time or place or both and may exclude any place from the application of the regulation or rule.
200(10)A regulation or rule may authorize the Commission or the Executive Director to grant an exemption to it or to revoke any such exemption.
200(11)An exemption or a revocation of an exemption may be granted in whole or in part and may be granted subject to conditions or restrictions.
200(12)The Regulations Act does not apply to the rules.
200(13)If there is a conflict or an inconsistency between a regulation made by the Lieutenant-Governor in Council under this Act and a rule, the regulation prevails but in all other respects a rule has the same force and effect as a regulation.
2007, c.38, s.194; 2008, c.22, s.64; 2011, c.43, s.42
Regulations and rules
200(1)The Lieutenant-Governor in Council may make regulations and the Commission may make rules
(a) respecting the application for registration and the amendment or reinstatement of registration;
(b) respecting the surrender, cancellation or expiration of registration and the obligations of a former registrant following the surrender, cancellation or expiration of registration;
(c) respecting the suspension of registration and the obligations of suspended registrants;
(d) prescribing categories or subcategories of registrants, prescribing capacities or conduct that require registration and that relate to another registrant’s compliance with New Brunswick securities law and classifying registrants into categories or subcategories;
(d.1) respecting circumstances in which a person is deemed to be registered for the purposes of this Act, the regulations or the rules, including without limiting the generality of the foregoing, the circumstance in which a person is registered under the laws of another jurisdiction in Canada respecting trading in securities or exchange contracts;
(e) respecting the terms and conditions of registration or other requirements in relation to registrants or any category or subcategory of registrants, including without limiting the generality of the foregoing,
(i) standards of practice and business conduct of registrants in dealing with their clients and prospective clients,
(ii) requirements that are advisable for the prevention or regulation of conflicts of interest, and
(iii) requirements in respect of membership in a self-regulatory organization;
(f) extending any requirements under subparagraph (e)(i) to unregistered directors, partners, employees, representatives and officers of registrants;
(g) prescribing requirements in respect of the residence in New Brunswick or Canada of registrants;
(h) prescribing requirements in respect of the ownership or control of registrants, requiring notification to the Commission by a registrant or other person of a proposed change in ownership or control of a registrant and authorizing the Commission to make an order that a proposed change may not be effected before a decision by the Commission as to whether it will exercise its powers under paragraph 184(1)(a) or (b) as a result of the proposed change;
(i) respecting requirements for the notification by a registrant in the form required by the Commission of any specified event or change and the reasons for any such event or change;
(j) prescribing standards for registrants in relation to the suitability for certain investors of certain securities or exchange contracts;
(k) respecting requirements for the disclosure or provision of information or material to the public, the Commission or the Executive Director by registrants or unregistered directors, partners, representatives, officers and control persons of registrants;
(l) varying the requirements under this Act in respect of the disclosure or provision of information or material to the public, the Commission or the Executive Director by registrants;
(l.1) respecting information sharing between registrants;
(l.2) respecting referral agreements entered into by a registrant;
(m) respecting requirements in relation to the books, records and documents required by subsection 162(1) to be kept by market participants, including without limiting the generality of the foregoing, the form in which and the period for which the books, records and documents are to be kept;
(n) respecting auditing requirements in relation to registrants, including without limiting the generality of the foregoing, requirements with respect to the appointment of auditors, the conduct of audits and the preparation of reports by auditors;
(o) respecting requirements for the filing with the Commission or provision to the Commission by registrants of financial statements and auditors’ reports;
(p) prescribing the conditions and circumstances under which a person who is a corporation may undertake the duties, responsibilities and activities that a person who is a registrant and a shareholder of the corporation is authorized to undertake by virtue of being a registrant, including without limiting the generality of the foregoing, the establishment of a scheme for the registration of the corporation and the category of that registration;
(q) imposing liability on a registrant who is a dealer or adviser for the acts or omissions prescribed under paragraph (u) of a corporation that is a registrant under a scheme established under paragraph (p) where the dealer or adviser has a prescribed contractual relationship with the corporation;
(r) imposing liability on a person who is a registrant and a shareholder of a corporation for acts or omissions of the corporation if the corporation that performs the acts or fails to perform the acts is a registrant under a scheme established under paragraph (p);
(s) prescribing the terms and conditions under which a person who is in a contractual relationship with a dealer is deemed to be an employee of the dealer for the purposes of New Brunswick securities law and deemed to be qualified for registration in a category prescribed by regulation;
(t) imposing liability on a registrant who is a dealer for the acts and omissions prescribed under paragraph (v) of a person deemed to be an employee of the dealer under a regulation or rule made under paragraph (s);
(u) prescribing the acts or omissions of a corporation for which a registrant who is a dealer or adviser is liable;
(v) prescribing the acts or omissions of a person deemed to be an employee of a dealer for which a registrant who is a dealer is liable;
(w) prescribing requirements for control persons;
(x) respecting requirements for calling at or telephoning to residences for the purposes of trading in securities or exchange contracts;
(y) prescribing requirements in respect of representations relating to the future value or price of a security or an exchange contract;
(z) regulating the listing or trading of securities or exchange contracts, including without limiting the generality of the foregoing, requiring reporting of trades and quotations;
(aa) regulating an exchange, a self-regulatory organization, a quotation and trade reporting system or a clearing agency recognized by the Commission under section 35;
(bb) regulating trading or advising in securities or exchange contracts to prevent trading or advising that is fraudulent, manipulative, deceptive or unfairly detrimental to investors;
(bb.1) prescribing circumstances in which a person is prohibited from trading or purchasing securities or exchange contracts or a particular security or exchange contract, including without limiting the generality of the foregoing, the circumstance in which a securities regulatory authority in another jurisdiction has ordered that
(i) a person is prohibited from trading or purchasing securities or exchange contracts or a particular security or exchange contract, or
(ii) trades or purchases of a particular security or exchange contract cease;
(cc) regulating trading or advising in penny stocks, including without limiting the generality of the foregoing, requirements for additional disclosure and suitability for investment;
(dd) regulating scholarship plans and the distribution and trading of the securities of scholarship plans;
(ee) prescribing categories or subcategories of issuers for the purposes of the prospectus requirements under this Act, the regulations and the rules and classifying issuers into categories or subcategories;
(ff) respecting certificates required to be contained in a preliminary prospectus, a prospectus or an amendment to a preliminary prospectus or prospectus, including without limiting the generality of the foregoing,
(i) authorizing the Executive Director to require persons to sign a certificate, subject to such terms and conditions as the Executive Director considers appropriate,
(ii) authorizing the Executive Director to permit the agent of a person who is required to sign a certificate, when the agent is duly authorized in writing, to sign the certificate on behalf of the person, and
(iii) authorizing the Executive Director to permit another person to sign a certificate when the Executive Director is satisfied on evidence or submissions that a person who is required to sign a certificate is for adequate cause not available to sign the certificate;
(gg) respecting, for the purposes of section 78, the lapse date of a prospectus and the continuation of a distribution after the lapse date, including without limiting the generality of the foregoing,
(i) prescribing the terms and conditions under which a distribution may be continued after the lapse date, and
(ii) prescribing the circumstances in which certain purchasers may cancel a trade made after the lapse date;
(hh) respecting requirements in respect of amendments to preliminary prospectuses or prospectuses, including without limiting the generality of the foregoing,
(i) prescribing the circumstances under which an amendment to a preliminary prospectus or prospectus must be filed and delivered, and
(ii) establishing requirements to obtain a receipt for an amendment to a preliminary prospectus or prospectus;
(ii) respecting the distribution of securities or the issuing of receipts, including without limiting the generality of the foregoing,
(i) varying any of the requirements under this Act to facilitate, expedite or regulate the distribution of securities or the issuing of receipts,
(ii) establishing requirements in respect of distributions of securities by means of a prospectus incorporating other documents by reference,
(iii) establishing requirements in respect of distributions of securities by means of a simplified or summary prospectus or other form of disclosure document,
(iv) establishing requirements in respect of distributions of securities on a continuous or delayed basis,
(v) establishing requirements in respect of pricing of distributions of securities after the issuance of a receipt for the prospectus filed in relation to the securities,
(vi) establishing procedures for the issuing of receipts for prospectuses after expedited or selective review,
(vii) respecting circumstances in which a receipt is deemed to have been issued for the purposes of this Act, the regulations or the rules, including the circumstance in which a receipt has been issued for a preliminary prospectus or prospectus under the laws of another jurisdiction in Canada respecting trading in securities,
(viii) establishing provisions for the incorporation by reference of certain documents in a prospectus or other document prescribed by regulation or rule and the effect, including from a liability and evidentiary perspective, of modifying or superseding statements, and
(ix) establishing provisions for eligibility requirements to file a prospectus or obtain a receipt for, or distribute under, a particular form of prospectus and the loss of that eligibility;
(ii.1) respecting provisions for varying withdrawal rights;
(ii.2) prescribing circumstances in which a person that purchases a security under a distribution may cancel the purchase, including without limiting the generality of the foregoing,
(i) prescribing the period in which the purchaser may cancel the purchase,
(ii) prescribing the principles for determining the amount of the refund if the purchaser cancels the purchase, and
(iii) specifying the persons responsible for making and administering the payment of the refund and prescribing the period in which the refund must be paid;
(jj) respecting the circumstances under which the Executive Director must refuse to issue a receipt for a prospectus and varying the circumstances under this Act when the Executive Director must refuse to issue a receipt for a prospectus;
(kk) prescribing periods in which receipts for prospectuses are effective and the circumstances in which receipts may be revoked or deemed to be void;
(ll) respecting requirements for the escrow of securities in connection with distributions;
(mm) prescribing circumstances under which an issuer must provide information to a person to enable a distribution of previously issued securities of the issuer;
(nn) prescribing activities, including the use of documents or advertising, in which registrants or issuers are permitted to engage or are prohibited from engaging in connection with distributions;
(oo) prescribing which distributions and trading in relation to the distributions are distributions and trading outside New Brunswick;
(pp) prescribing reporting requirements in respect of a trade made in reliance on an exemption under the regulations or the rules from section 71;
(pp.1) prescribing requirements in connection with the first trade of securities previously acquired under an exemption from the prospectus requirements under this Act, the regulations or the rules;
(qq) respecting the circumstances under which a trade or type of trade that would not otherwise be a distribution shall be a distribution;
(qq.1) respecting the requirement to maintain a record of all persons to whom a preliminary prospectus has been sent under section 82 and respecting the availability of the record;
(rr) respecting the application of sections 88 and 149;
(ss) respecting requirements in relation to the preparation and dissemination and other use, by reporting issuers, of documents providing for continuous disclosure, including without limiting the generality of the foregoing, requirements in relation to
(i) financial statements,
(ii) supplemental analysis of financial statements,
(iii) an annual report,
(iv) a business acquisition report, and
(v) an annual information form;
(ss.1) respecting requirements for the disclosure or provision of information or material to the public, the Commission or the Executive Director by reporting issuers;
(ss.2) respecting requirements with respect to the disclosure by reporting issuers of material changes, including without limiting the generality of the foregoing,
(i) prescribing the time period within which a reporting issuer must make disclosure of a material change,
(ii) prescribing the manner in which a reporting issuer must make disclosure of a material change, and
(iii) prescribing circumstances under which a material change may remain confidential;
(ss.3) respecting the preparation, form and content requirements applicable to the public dissemination of forward-looking information by reporting issuers where the dissemination is not part of a required filing;
(tt) requiring issuers or other persons to comply, in whole or in part, with Part 7 or regulations or rules made under paragraph (ss), (ss.1), (ss.2) or (ss.3);
(uu) respecting the circumstances under which an issuer that would not otherwise be a reporting issuer shall be a reporting issuer;
(vv) respecting the voluntary surrender of reporting issuer status;
(ww) Repealed: 2007, c.38, s.194
(xx) respecting requirements in relation to financial accounting, reporting and auditing for the purposes of this Act, the regulations and the rules, including without limiting the generality of the foregoing,
(i) defining accounting principles and auditing standards acceptable to the Commission,
(ii) financial reporting requirements for the preparation and dissemination of forward-looking information and pro forma financial statements,
(iii) standards of independence and other qualifications for auditors,
(iv) requirements respecting a change in auditors by a reporting issuer or a registrant,
(v) requirements respecting a change in the financial year of an issuer or in an issuer’s status as a reporting issuer under this Act, the regulations or the rules,
(vi) defining auditing standards for attesting to and reporting on a reporting issuer’s internal controls, and
(vii) requiring evaluations of reporting issuers’ internal control over financial reporting and requiring reporting issuers to obtain audits of their internal control over financial reporting, including their management’s evaluation;
(yy) respecting requirements for the validity and solicitation of proxies ;
(zz) providing for the application of Part 7 and Part 8 in respect of registered holders or beneficial owners of voting securities or equity securities of reporting issuers or other persons on behalf of whom the securities are held, including in respect of reporting issuers, clearing agencies recognized by the Commission under paragraph 35(1)(d), registered holders, registrants and other persons who hold securities on behalf of persons but who are not the registered holders;
(aaa) regulating take-over bids, issuer bids, insider bids, going-private transactions, business combinations and related party transactions, including without limiting the generality of the foregoing,
(i) prescribing requirements or prohibitions relating to the conduct or management of the affairs of an issuer and of the affairs of its directors and officers before, during or after an offer to acquire, acquisition, offer to redeem, redemption, going-private transaction, business combination or related party transaction,
(ii) prescribing requirements for disclosure, valuations, review by independent committees of boards of directors and approval by minority security holders,
(iii) prescribing requirements respecting defensive tactics in connection with take-over bids,
(iv) prohibiting a person from purchasing or trading a security before, during or after an offer to acquire, acquisition, offer to redeem, redemption, going-private transaction, business combination or related party transaction, and
(v) for the purposes of section 126, prescribing types or classes of securities and prescribing percentages, disclosure requirements and prohibitions;
(bbb) respecting insider trading, self-dealing and conflicts of interest in relation to insider trading and self-dealing;
(bbb.1) prescribing insider reporting requirements in respect of a person;
(bbb.2) respecting requirements for the disclosure or provision of information or material to the public, the Commission or the Executive Director by insiders, including without limiting the generality of the foregoing,
(i) prescribing requirements respecting the reporting by insiders of any direct or indirect beneficial ownership of, or control or direction over, securities of a reporting issuer or changes in ownership, control or direction,
(ii) prescribing requirements respecting the reporting by insiders of any interest in or right or obligation associated with a related financial instrument or changes in such interests, rights or obligations,
(iii) prescribing requirements respecting the reporting by insiders of any agreement, arrangement or understanding that alters, directly or indirectly, an insider’s economic interest in a security of a reporting issuer or an insider’s economic exposure to a reporting issuer or changes in such agreements, arrangements or understandings, and
(iv) prescribing the circumstances when a person shall be deemed to have been an insider;
(bbb.3) extending any requirements under paragraph (bbb.2) to other persons;
(ccc) prescribing requirements in relation to the determination of the market value, the market price or the closing price of a security or an exchange contract and authorizing the Commission to make that determination;
(ddd) prescribing standards or criteria for determining when a material fact or material change has been generally disclosed;
(eee) regulating investment funds and the distribution and trading of the securities of the funds, including without limiting the generality of the foregoing,
(i) prescribing disclosure requirements in respect of the funds and requiring or permitting the use of particular forms or types of additional offering or other documents in connection with the funds,
(ii) prescribing permitted investment policy and investment practices for the funds and prohibiting or restricting certain investments or investment practices for the funds,
(iii) prescribing requirements governing the custodianship of assets of the funds,
(iv) prescribing minimum initial capital requirements for any of the funds making a distribution and prohibiting or restricting the reimbursement of costs in connection with the organization of a fund,
(v) prescribing matters affecting any of the funds that require the approval of security holders of the fund, the Commission or the Executive Director, including, in the case of security holders, the level of approval,
(vi) prescribing requirements in relation to the determination of the net asset value of investment funds and authorizing the Commission to make that determination,
(vii) prescribing requirements in respect of the content and use of sales literature, sales communications or advertising relating to the funds or the securities of funds,
(viii) designating mutual funds as private mutual funds and prescribing requirements for private mutual funds,
(ix) respecting sales charges imposed by a distribution company or contractual plan service company under a contractual plan on purchasers of shares or units of an investment fund, and commissions or sales incentives to be paid to registrants in connection with the securities of an investment fund,
(x) prescribing the circumstances under which a planholder under a contractual plan has the right to withdraw from the contractual plan,
(xi) prescribing procedures applicable to investment funds, registrants and any other person in respect of sales and redemptions of investment fund securities and payments for sales and redemptions,
(xii) prescribing requirements in relation to promoters, advisers or persons who administer or participate in the administration of the affairs of investment funds, and
(xiii) regulating conflicts of interest between the investment fund and the investment fund manager;
(fff) respecting fees payable by an issuer to an adviser as consideration for investment advice, alone or together with administrative or management services provided to a mutual fund or non-redeemable investment fund;
(ggg) respecting requirements relating to the qualification of a registrant to act as an adviser to a mutual fund or non-redeemable investment fund;
(hhh) regulating commodity pools, including without limiting the generality of the foregoing,
(i) prescribing disclosure requirements in respect of commodity pools and requiring or permitting the use of particular forms or types of additional offering or other documents in connection with commodity pools,
(ii) prescribing requirements in relation to promoters, advisers and persons who administer or participate in the administration of the affairs of commodity pools,
(iii) prescribing standards in relation to the suitability of investors in commodity pools,
(iv) prohibiting or restricting the payment of fees, commissions or compensation by commodity pools or holders of securities of commodity pools and restricting the reimbursement of costs in connection with the organization of commodity pools,
(v) prescribing requirements with respect to the voting rights of security holders, and
(vi) prescribing requirements in respect of the redemption of securities of a commodity pool;
(iii) regulating derivatives, including without limiting the generality of the foregoing,
(i) prescribing disclosure requirements and requiring or prohibiting the use of particular forms or types of offering documents or other documents, and
(ii) prescribing requirements that apply to mutual funds, non-redeemable investment funds, commodity pools or other issuers;
(jjj) varying the application of this Act or any regulation or rule to foreign issuers to facilitate distributions, compliance with requirements applicable or relating to reporting issuers and the making of take-over bids, issuer bids, insider bids, going-private transactions, business combinations and related party transactions;
(kkk) respecting requirements in relation to reverse take-overs, including without limiting the generality of the foregoing, requirements for disclosure that are substantially equivalent to that provided by a prospectus;
(lll) respecting the designation or recognition of any person, jurisdiction or instrument if advisable for the purposes of this Act, the regulations or the rules, including without limiting the generality of the foregoing,
(i) recognizing an exchange, a self-regulatory organization, a quotation and trade reporting system or a clearing agency for any of the purposes of this Act, the regulations or the rules,
(ii) designating a person for the purpose of the definition “market participant”,
(iii) designating a person or class of persons for the purpose of the definitions “insider”, “mutual fund”, “non-redeemable investment fund” or “reporting issuer” to be, or not to be, an insider, mutual fund, non-redeemable investment fund or reporting issuer, and
(iv) designating an instrument or class of instruments not to be a futures contract or to be or not to be an exchange contract;
(lll.1) prescribing documents for the purposes of the definition of “core document” in section 161.1;
(lll.2) providing for the application of Part 11.1 to the acquisition of an issuer’s security pursuant to a distribution that is exempt from section 71 or 78 and to the acquisition or disposition of an issuer’s security in connection with or pursuant to a take-over bid or issuer bid;
(lll.3) prescribing transactions or classes of transactions for the purposes of paragraph 161.11(d);
(lll.4) respecting the determination of the amount of the profit made or loss avoided for the purposes of subsection 179(7);
(mmm) respecting the practice and procedure for investigations under Part 13;
(nnn) respecting, for the purposes of paragraph 177(1)(c), permitted disclosure of information or evidence obtained pursuant to an investigation under Part 13;
(nnn.1) respecting the administration and distribution of amounts disgorged to the Commission under paragraph 184(1)(p) or 187(4)(o);
(nnn.2) respecting the delegation or transfer of any New Brunswick authority to an extra-provincial securities commission under section 195.11;
(nnn.3) respecting the acceptance by the Commission of any delegation or transfer of an extra-provincial authority from an extra-provincial securities commission under section 195.11;
(nnn.4) respecting any amendments to, or the revocation of, any delegation, transfer or acceptance of a delegation or transfer referred to in paragraph (nnn.2) or (nnn.3);
(nnn.5) respecting the adoption or incorporation by reference of extra-provincial securities laws under section 195.3, including the administration of those laws once adopted or incorporated by reference;
(nnn.6) respecting the administration of exemptions from New Brunswick securities law under section 195.4;
(nnn.7) respecting the administration of extra-provincial securities laws arising from or as a result of any matters described in paragraphs (nnn.2) to (nnn.6);
(ooo) prescribing fees and expenses, or limits on fees and expenses, for the purposes of section 167, 169 or 185;
(ppp) prescribing the fees payable for the purposes of this Act, the regulations or the rules, in connection with the administration of New Brunswick securities law or for services provided by the Commission or the Executive Director;
(qqq) providing for the collection by an exchange or self-regulatory organization that has been delegated a power or duty of the Commission or the Executive Director under section 41 of fees payable to the Commission or Executive Director and for their remission to the Commission or Executive Director;
(qqq.1) governing conflicts of interest for members of the Commission, supplementary members of the Commission and employees of the Commission;
(qqq.2) authorizing the Minister or the Commission to require a person to dispose of a security or an exchange contract acquired as a result of an intentional or accidental violation of any provision of a regulation or rule made under paragraph (qqq.1);
(qqq.3) respecting the practice and procedure for hearings permitted or required under this Act, the regulations or the rules;
(rrr) respecting the media, format, preparation, amendment, form, content, execution, certification, dissemination, sending, delivery, filing, use, review and approval of all documents required under or governed by this Act, the regulations or the rules;
(rrr.1) prescribing the circumstances in which persons shall be deemed to have delivered or sent documents or information required under or governed by this Act, the regulations or the rules;
(sss) permitting or requiring, or varying this Act to permit or require methods of filing or delivery, to or by the Commission, issuers, registrants, security holders, holders of exchange contracts or others, of documents, information or other communications required under or governed by New Brunswick securities law;
(ttt) varying the requirements under this Act to permit or require the use of an electronic or computer-based system for the filing, delivery or deposit of documents or information required under or governed by this Act, the regulations or the rules;
(uuu) establishing requirements for and procedures in respect of the use of an electronic or computer-based system for the filing, delivery or deposit of documents or information;
(vvv) providing for electronic signatures for the signing of documents and prescribing the circumstances under which persons shall be deemed to have signed or certified documents on an electronic or computer-based system for any purpose of this Act, the regulations or the rules;
(www) respecting exemptions from any requirement of this Act, the regulations or the rules or any provision of this Act, the regulations or the rules;
(www.1) respecting the circumstances under which and the conditions on which exemptions referred to in paragraph (www) apply, including without limiting the generality of the foregoing, circumstances and conditions
(i) relating to the laws of another jurisdiction or relating to an exemption from a requirement of those laws granted by a securities regulatory authority in that jurisdiction, or
(ii) that apply to a person or a class of persons designated by the Commission;
(xxx) respecting the circumstances under which or the conditions on which any or all of the exemptions under this Act, the regulations or the rules do not apply;
(yyy) varying any of the requirements of Part 5 or 10 or section 78, 82, 88 or 149;
(zzz) prescribing any time period in this Act and providing for exemptions from or varying any time period in this Act;
(aaaa) prescribing anything that, by this Act, is to be prescribed by regulation;
(bbbb) respecting anything that, by this Act, is to be required by the regulations;
(cccc) defining any word or expression used in this Act but not defined in this Act for the purposes of this Act, the regulations or the rules;
(dddd) respecting any other matter or thing necessary or advisable to carry out the intent of this Act.
200(2)The Lieutenant-Governor in Council may make regulations
(a) Repealed: 2007, c.38, s.194
(b) Repealed: 2007, c.38, s.194
(c) Repealed: 2007, c.38, s.194
(d) respecting the practice and procedure that are to be followed by the Commission in making or amending rules;
(e) respecting the form and content of a notice of a rule to be published in The Royal Gazette under paragraph 201(1)(b);
(f) respecting the commencement of rules made by the Commission and the period during which rules made by the Commission are effective.
200(3)The Lieutenant-Governor in Council may, by order, amend or repeal any rule made by the Commission.
200(4)Subject to the approval of the Minister, the Commission, concurrently with making a rule, may make a regulation that amends or repeals any provision of a regulation made by the Lieutenant-Governor in Council under this Act or by the Commission under this subsection that in the opinion of the Commission is necessary or advisable to effectively implement the rule.
200(5)A regulation made under subsection (4) is not effective before the rule referred to in that subsection comes into force.
200(6)Subject to subsection (5), a regulation made under subsection (4) may be retroactive in its operation.
200(7)A regulation or rule authorized by this section may incorporate by reference, in whole or in part, any laws, any by-laws or other regulatory instruments or any codes, standards, procedures or guidelines as they are amended from time to time before or after the making of the regulation or the rule or as they read at a fixed time and may require compliance with any law, any by-law or other regulatory instrument or any code, standard, procedure or guideline so incorporated.
200(8)Regulations or rules may vary for or be made in respect of different persons, matters or things or different classes or categories of persons, matters or things.
200(9)A regulation or a rule may be general or particular in its application, may be limited as to time or place or both and may exclude any place from the application of the regulation or rule.
200(10)A regulation or rule may authorize the Commission or the Executive Director to grant an exemption to it or to revoke any such exemption.
200(11)An exemption or a revocation of an exemption may be granted in whole or in part and may be granted subject to conditions or restrictions.
200(12)The Regulations Act does not apply to the rules.
200(13)If there is a conflict or an inconsistency between a regulation made by the Lieutenant-Governor in Council under this Act and a rule, the regulation prevails but in all other respects a rule has the same force and effect as a regulation.
2007, c.38, s.194; 2008, c.22, s.64
Regulations and rules
200(1)The Lieutenant-Governor in Council may make regulations and the Commission may make rules
(a) respecting the application for registration and the amendment or reinstatement of registration;
(b) respecting the surrender, cancellation or expiration of registration and the obligations of a former registrant following the surrender, cancellation or expiration of registration;
(c) respecting the suspension of registration and the obligations of suspended registrants;
(d) prescribing categories or subcategories of registrants, prescribing capacities or conduct that require registration and that relate to another registrant’s compliance with New Brunswick securities law and classifying registrants into categories or subcategories;
(d.1) respecting circumstances in which a person is deemed to be registered for the purposes of this Act, the regulations or the rules, including without limiting the generality of the foregoing, the circumstance in which a person is registered under the laws of another jurisdiction in Canada respecting trading in securities;
(e) respecting the terms and conditions of registration or other requirements in relation to registrants or any category or subcategory of registrants, including without limiting the generality of the foregoing,
(i) standards of practice and business conduct of registrants in dealing with their clients and prospective clients,
(ii) requirements that are advisable for the prevention or regulation of conflicts of interest, and
(iii) requirements in respect of membership in a self-regulatory organization;
(f) extending any requirements under subparagraph (e)(i) to unregistered directors, partners, employees, salespersons and officers of registrants;
(g) prescribing requirements in respect of the residence in New Brunswick or Canada of registrants;
(h) prescribing requirements in respect of the ownership or control of registrants, requiring notification to the Commission by a registrant or other person of a proposed change in ownership or control of a registrant and authorizing the Commission to make an order that a proposed change may not be effected before a decision by the Commission as to whether it will exercise its powers under paragraph 184(1)(a) or (b) as a result of the proposed change;
(i) respecting requirements for the notification by a registrant in the form required by the Commission of any specified event or change and the reasons for any such event or change;
(j) prescribing standards for registrants in relation to the suitability for certain investors of certain securities;
(k) respecting requirements for the disclosure or provision of information or material to the public, the Commission or the Executive Director by registrants or unregistered directors, partners, salespersons, officers and control persons of registrants;
(l) varying the requirements under this Act in respect of the disclosure or provision of information or material to the public, the Commission or the Executive Director by registrants;
(l.1) respecting information sharing between registrants;
(l.2) respecting referral agreements entered into by a registrant;
(m) respecting requirements in relation to the books, records and documents required by subsection 162(1) to be kept by market participants, including without limiting the generality of the foregoing, the form in which and the period for which the books, records and documents are to be kept;
(n) respecting auditing requirements in relation to registrants, including without limiting the generality of the foregoing, requirements with respect to the appointment of auditors, the conduct of audits and the preparation of reports by auditors;
(o) respecting requirements for the filing with the Commission or provision to the Commission by registrants of financial statements and auditors’ reports;
(p) prescribing the conditions and circumstances under which a person who is a corporation may undertake the duties, responsibilities and activities that a person who is a registrant and a shareholder of the corporation is authorized to undertake by virtue of being a registrant, including without limiting the generality of the foregoing, the establishment of a scheme for the registration of the corporation and the category of that registration;
(q) imposing liability on a registrant who is a dealer or adviser for the acts or omissions prescribed under paragraph (u) of a corporation that is a registrant under a scheme established under paragraph (p) where the dealer or adviser has a prescribed contractual relationship with the corporation;
(r) imposing liability on a person who is a registrant and a shareholder of a corporation for acts or omissions of the corporation if the corporation that performs the acts or fails to perform the acts is a registrant under a scheme established under paragraph (p);
(s) prescribing the terms and conditions under which a person who is in a contractual relationship with a dealer is deemed to be an employee of the dealer for the purposes of New Brunswick securities law and deemed to be qualified for registration as a salesperson, partner or officer of the dealer;
(t) imposing liability on a registrant who is a dealer for the acts and omissions prescribed under paragraph (v) of a person deemed to be an employee of the dealer under a regulation or rule made under paragraph (s);
(u) prescribing the acts or omissions of a corporation for which a registrant who is a dealer or adviser is liable;
(v) prescribing the acts or omissions of a person deemed to be an employee of a dealer for which a registrant who is a dealer is liable;
(w) prescribing requirements for control persons;
(x) respecting requirements for calling at or telephoning to residences for the purposes of trading in securities;
(y) prescribing requirements in respect of representations relating to the future value or price of a security;
(z) regulating the listing or trading of publicly traded securities, including without limiting the generality of the foregoing, requiring reporting of trades and quotations;
(aa) regulating an exchange, a self-regulatory organization, a quotation and trade reporting system or a clearing agency recognized by the Commission under section 35;
(bb) regulating trading or advising in securities to prevent trading or advising that is fraudulent, manipulative, deceptive or unfairly detrimental to investors;
(bb.1) prescribing circumstances in which a person is prohibited from trading or purchasing securities or a particular security, including without limiting the generality of the foregoing, the circumstance in which a securities regulatory authority in another jurisdiction has ordered that
(i) a person is prohibited from trading or purchasing securities or a particular security, or
(ii) trades or purchases of a particular security cease;
(cc) regulating trading or advising in penny stocks, including without limiting the generality of the foregoing, requirements for additional disclosure and suitability for investment;
(dd) regulating scholarship plans and the distribution and trading of the securities of scholarship plans;
(ee) prescribing categories or subcategories of issuers for the purposes of the prospectus requirements under this Act, the regulations and the rules and classifying issuers into categories or subcategories;
(ff) respecting certificates required to be contained in a preliminary prospectus, a prospectus or an amendment to a preliminary prospectus or prospectus, including without limiting the generality of the foregoing,
(i) authorizing the Executive Director to require persons to sign a certificate, subject to such terms and conditions as the Executive Director considers appropriate,
(ii) authorizing the Executive Director to permit the agent of a person who is required to sign a certificate, when the agent is duly authorized in writing, to sign the certificate on behalf of the person, and
(iii) authorizing the Executive Director to permit another person to sign a certificate when the Executive Director is satisfied on evidence or submissions that a person who is required to sign a certificate is for adequate cause not available to sign the certificate;
(gg) respecting, for the purposes of section 78, the lapse date of a prospectus and the continuation of a distribution after the lapse date, including without limiting the generality of the foregoing,
(i) prescribing the terms and conditions under which a distribution may be continued after the lapse date, and
(ii) prescribing the circumstances in which certain purchasers may cancel a trade made after the lapse date;
(hh) respecting requirements in respect of amendments to preliminary prospectuses or prospectuses, including without limiting the generality of the foregoing,
(i) prescribing the circumstances under which an amendment to a preliminary prospectus or prospectus must be filed and delivered, and
(ii) establishing requirements to obtain a receipt for an amendment to a preliminary prospectus or prospectus;
(ii) respecting the distribution of securities or the issuing of receipts, including without limiting the generality of the foregoing,
(i) varying any of the requirements under this Act to facilitate, expedite or regulate the distribution of securities or the issuing of receipts,
(ii) establishing requirements in respect of distributions of securities by means of a prospectus incorporating other documents by reference,
(iii) establishing requirements in respect of distributions of securities by means of a simplified or summary prospectus or other form of disclosure document,
(iv) establishing requirements in respect of distributions of securities on a continuous or delayed basis,
(v) establishing requirements in respect of pricing of distributions of securities after the issuance of a receipt for the prospectus filed in relation to the securities,
(vi) establishing procedures for the issuing of receipts for prospectuses after expedited or selective review,
(vii) respecting circumstances in which a receipt is deemed to have been issued for the purposes of this Act, the regulations or the rules, including the circumstance in which a receipt has been issued for a preliminary prospectus or prospectus under the laws of another jurisdiction in Canada respecting trading in securities,
(viii) establishing provisions for the incorporation by reference of certain documents in a prospectus or other document prescribed by regulation or rule and the effect, including from a liability and evidentiary perspective, of modifying or superseding statements, and
(ix) establishing provisions for eligibility requirements to file a prospectus or obtain a receipt for, or distribute under, a particular form of prospectus and the loss of that eligibility;
(ii.1) respecting provisions for varying withdrawal rights;
(ii.2) prescribing circumstances in which a person that purchases a security under a distribution may cancel the purchase, including without limiting the generality of the foregoing,
(i) prescribing the period in which the purchaser may cancel the purchase,
(ii) prescribing the principles for determining the amount of the refund if the purchaser cancels the purchase, and
(iii) specifying the persons responsible for making and administering the payment of the refund and prescribing the period in which the refund must be paid;
(jj) respecting the circumstances under which the Executive Director must refuse to issue a receipt for a prospectus and varying the circumstances under this Act when the Executive Director must refuse to issue a receipt for a prospectus;
(kk) prescribing periods in which receipts for prospectuses are effective and the circumstances in which receipts may be revoked or deemed to be void;
(ll) respecting requirements for the escrow of securities in connection with distributions;
(mm) prescribing circumstances under which an issuer must provide information to a person to enable a distribution of previously issued securities of the issuer;
(nn) prescribing activities, including the use of documents or advertising, in which registrants or issuers are permitted to engage or are prohibited from engaging in connection with distributions;
(oo) prescribing which distributions and trading in relation to the distributions are distributions and trading outside New Brunswick;
(pp) prescribing reporting requirements in respect of a trade made in reliance on an exemption under the regulations or the rules from section 71;
(pp.1) prescribing requirements in connection with the first trade of securities previously acquired under an exemption from the prospectus requirements under this Act, the regulations or the rules;
(qq) respecting the circumstances under which a trade or type of trade that would not otherwise be a distribution shall be a distribution;
(qq.1) respecting the requirement to maintain a record of all persons to whom a preliminary prospectus has been sent under section 82 and respecting the availability of the record;
(rr) respecting the application of sections 88 and 149;
(ss) respecting requirements in relation to the preparation and dissemination and other use, by reporting issuers, of documents providing for continuous disclosure, including without limiting the generality of the foregoing, requirements in relation to
(i) financial statements,
(ii) supplemental analysis of financial statements,
(iii) an annual report,
(iv) a business acquisition report, and
(v) an annual information form;
(ss.1) respecting requirements for the disclosure or provision of information or material to the public, the Commission or the Executive Director by reporting issuers;
(ss.2) respecting requirements with respect to the disclosure by reporting issuers of material changes, including without limiting the generality of the foregoing,
(i) prescribing the time period within which a reporting issuer must make disclosure of a material change,
(ii) prescribing the manner in which a reporting issuer must make disclosure of a material change, and
(iii) prescribing circumstances under which a material change may remain confidential;
(ss.3) respecting the preparation, form and content requirements applicable to the public dissemination of forward-looking information by reporting issuers where the dissemination is not part of a required filing;
(tt) requiring issuers or other persons to comply, in whole or in part, with Part 7 or regulations or rules made under paragraph (ss), (ss.1), (ss.2) or (ss.3);
(uu) respecting the circumstances under which an issuer that would not otherwise be a reporting issuer shall be a reporting issuer;
(vv) respecting the voluntary surrender of reporting issuer status;
(ww) Repealed: 2007, c.38, s.194
(xx) respecting requirements in relation to financial accounting, reporting and auditing for the purposes of this Act, the regulations and the rules, including without limiting the generality of the foregoing,
(i) defining accounting principles and auditing standards acceptable to the Commission,
(ii) financial reporting requirements for the preparation and dissemination of forward-looking information and pro forma financial statements,
(iii) standards of independence and other qualifications for auditors,
(iv) requirements respecting a change in auditors by a reporting issuer or a registrant,
(v) requirements respecting a change in the financial year of an issuer or in an issuer’s status as a reporting issuer under this Act, the regulations or the rules,
(vi) defining auditing standards for attesting to and reporting on a reporting issuer’s internal controls, and
(vii) requiring evaluations of reporting issuers’ internal control over financial reporting and requiring reporting issuers to obtain audits of their internal control over financial reporting, including their management’s evaluation;
(yy) respecting requirements for the validity and solicitation of proxies ;
(zz) providing for the application of Part 7 and Part 8 in respect of registered holders or beneficial owners of voting securities or equity securities of reporting issuers or other persons on behalf of whom the securities are held, including in respect of reporting issuers, clearing agencies recognized by the Commission under paragraph 35(1)(d), registered holders, registrants and other persons who hold securities on behalf of persons but who are not the registered holders;
(aaa) regulating take-over bids, issuer bids, insider bids, going-private transactions, business combinations and related party transactions, including without limiting the generality of the foregoing,
(i) prescribing requirements or prohibitions relating to the conduct or management of the affairs of an issuer and of the affairs of its directors and officers before, during or after an offer to acquire, acquisition, offer to redeem, redemption, going-private transaction, business combination or related party transaction,
(ii) prescribing requirements for disclosure, valuations, review by independent committees of boards of directors and approval by minority security holders,
(iii) prescribing requirements respecting defensive tactics in connection with take-over bids,
(iv) prohibiting a person from purchasing or trading a security before, during or after an offer to acquire, acquisition, offer to redeem, redemption, going-private transaction, business combination or related party transaction, and
(v) for the purposes of section 126, prescribing types or classes of securities and prescribing percentages, disclosure requirements and prohibitions;
(bbb) respecting insider trading, self-dealing and conflicts of interest in relation to insider trading and self-dealing;
(bbb.1) prescribing insider reporting requirements in respect of a person;
(bbb.2) respecting requirements for the disclosure or provision of information or material to the public, the Commission or the Executive Director by insiders, including without limiting the generality of the foregoing,
(i) prescribing requirements respecting the reporting by insiders of any direct or indirect beneficial ownership of, or control or direction over, securities of a reporting issuer or changes in ownership, control or direction,
(ii) prescribing requirements respecting the reporting by insiders of any interest in or right or obligation associated with a related financial instrument or changes in such interests, rights or obligations,
(iii) prescribing requirements respecting the reporting by insiders of any agreement, arrangement or understanding that alters, directly or indirectly, an insider’s economic interest in a security of a reporting issuer or an insider’s economic exposure to a reporting issuer or changes in such agreements, arrangements or understandings, and
(iv) prescribing the circumstances when a person shall be deemed to have been an insider;
(bbb.3) extending any requirements under paragraph (bbb.2) to other persons;
(ccc) prescribing requirements in relation to the determination of the market value, the market price or the closing price of a security and authorizing the Commission to make that determination;
(ddd) prescribing standards or criteria for determining when a material fact or material change has been generally disclosed;
(eee) regulating investment funds and the distribution and trading of the securities of the funds, including without limiting the generality of the foregoing,
(i) prescribing disclosure requirements in respect of the funds and requiring or permitting the use of particular forms or types of additional offering or other documents in connection with the funds,
(ii) prescribing permitted investment policy and investment practices for the funds and prohibiting or restricting certain investments or investment practices for the funds,
(iii) prescribing requirements governing the custodianship of assets of the funds,
(iv) prescribing minimum initial capital requirements for any of the funds making a distribution and prohibiting or restricting the reimbursement of costs in connection with the organization of a fund,
(v) prescribing matters affecting any of the funds that require the approval of security holders of the fund, the Commission or the Executive Director, including, in the case of security holders, the level of approval,
(vi) prescribing requirements in relation to the determination of the net asset value of investment funds and authorizing the Commission to make that determination,
(vii) prescribing requirements in respect of the content and use of sales literature, sales communications or advertising relating to the funds or the securities of funds,
(viii) designating mutual funds as private mutual funds and prescribing requirements for private mutual funds,
(ix) respecting sales charges imposed by a distribution company or contractual plan service company under a contractual plan on purchasers of shares or units of an investment fund, and commissions or sales incentives to be paid to registrants in connection with the securities of an investment fund,
(x) prescribing the circumstances under which a planholder under a contractual plan has the right to withdraw from the contractual plan,
(xi) prescribing procedures applicable to investment funds, registrants and any other person in respect of sales and redemptions of investment fund securities and payments for sales and redemptions,
(xii) prescribing requirements in relation to promoters, advisers or persons who administer or participate in the administration of the affairs of investment funds, and
(xiii) regulating conflicts of interest between the investment fund and the investment fund manager;
(fff) respecting fees payable by an issuer to an adviser as consideration for investment advice, alone or together with administrative or management services provided to a mutual fund or non-redeemable investment fund;
(ggg) respecting requirements relating to the qualification of a registrant to act as an adviser to a mutual fund or non-redeemable investment fund;
(hhh) regulating commodity pools, including without limiting the generality of the foregoing,
(i) prescribing disclosure requirements in respect of commodity pools and requiring or permitting the use of particular forms or types of additional offering or other documents in connection with commodity pools,
(ii) prescribing requirements in relation to promoters, advisers and persons who administer or participate in the administration of the affairs of commodity pools,
(iii) prescribing standards in relation to the suitability of investors in commodity pools,
(iv) prohibiting or restricting the payment of fees, commissions or compensation by commodity pools or holders of securities of commodity pools and restricting the reimbursement of costs in connection with the organization of commodity pools,
(v) prescribing requirements with respect to the voting rights of security holders, and
(vi) prescribing requirements in respect of the redemption of securities of a commodity pool;
(iii) regulating derivatives, including without limiting the generality of the foregoing,
(i) prescribing disclosure requirements and requiring or prohibiting the use of particular forms or types of offering documents or other documents, and
(ii) prescribing requirements that apply to mutual funds, non-redeemable investment funds, commodity pools or other issuers;
(jjj) varying the application of this Act or any regulation or rule to foreign issuers to facilitate distributions, compliance with requirements applicable or relating to reporting issuers and the making of take-over bids, issuer bids, insider bids, going-private transactions, business combinations and related party transactions;
(kkk) respecting requirements in relation to reverse take-overs, including without limiting the generality of the foregoing, requirements for disclosure that are substantially equivalent to that provided by a prospectus;
(lll) respecting the designation or recognition of any person or jurisdiction if advisable for the purposes of this Act, the regulations or the rules, including without limiting the generality of the foregoing,
(i) recognizing an exchange, a self-regulatory organization, a quotation and trade reporting system or a clearing agency for any of the purposes of this Act, the regulations or the rules,
(ii) designating a person for the purpose of the definition “market participant”, and
(iii) designating a person or class of persons for the purpose of the definitions “insider”, “mutual fund”, “non-redeemable investment fund” or “reporting issuer” to be, or not to be, an insider, mutual fund, non-redeemable investment fund or reporting issuer;
(lll.1) prescribing documents for the purposes of the definition of “core document” in section 161.1;
(lll.2) providing for the application of Part 11.1 to the acquisition of an issuer’s security pursuant to a distribution that is exempt from section 71 or 78 and to the acquisition or disposition of an issuer’s security in connection with or pursuant to a take-over bid or issuer bid;
(lll.3) prescribing transactions or classes of transactions for the purposes of paragraph 161.11(d);
(lll.4) respecting the determination of the amount of the profit made or loss avoided for the purposes of subsection 179(7);
(mmm) respecting the practice and procedure for investigations under Part 13;
(nnn) respecting, for the purposes of paragraph 177(1)(c), permitted disclosure of information or evidence obtained pursuant to an investigation under Part 13;
(nnn.1) respecting the administration and distribution of amounts disgorged to the Commission under paragraph 184(1)(p) or 187(4)(o);
(nnn.2) respecting the delegation or transfer of any New Brunswick authority to an extra-provincial securities commission under section 195.11;
(nnn.3) respecting the acceptance by the Commission of any delegation or transfer of an extra-provincial authority from an extra-provincial securities commission under section 195.11;
(nnn.4) respecting any amendments to, or the revocation of, any delegation, transfer or acceptance of a delegation or transfer referred to in paragraph (nnn.2) or (nnn.3);
(nnn.5) respecting the adoption or incorporation by reference of extra-provincial securities laws under section 195.3, including the administration of those laws once adopted or incorporated by reference;
(nnn.6) respecting the administration of exemptions from New Brunswick securities law under section 195.4;
(nnn.7) respecting the administration of extra-provincial securities laws arising from or as a result of any matters described in paragraphs (nnn.2) to (nnn.6);
(ooo) prescribing fees and expenses, or limits on fees and expenses, for the purposes of section 167, 169 or 185;
(ppp) prescribing the fees payable for the purposes of this Act, the regulations or the rules, in connection with the administration of New Brunswick securities law or for services provided by the Commission or the Executive Director;
(qqq) providing for the collection by an exchange or self-regulatory organization that has been delegated a power or duty of the Commission or the Executive Director under section 41 of fees payable to the Commission or Executive Director and for their remission to the Commission or Executive Director;
(qqq.1) governing conflicts of interest for members of the Commission, supplementary members of the Commission and employees of the Commission;
(qqq.2) authorizing the Minister or the Commission to require a person to dispose of a security acquired as a result of an intentional or accidental violation of any provision of a regulation or rule made under paragraph (qqq.1);
(qqq.3) respecting the practice and procedure for hearings permitted or required under this Act, the regulations or the rules;
(rrr) respecting the media, format, preparation, amendment, form, content, execution, certification, dissemination, sending, delivery, filing, use, review and approval of all documents required under or governed by this Act, the regulations or the rules;
(rrr.1) prescribing the circumstances in which persons shall be deemed to have delivered or sent documents or information required under or governed by this Act, the regulations or the rules;
(sss) permitting or requiring, or varying this Act to permit or require methods of filing or delivery, to or by the Commission, issuers, registrants, security holders or others, of documents, information or other communications required under or governed by New Brunswick securities law;
(ttt) varying the requirements under this Act to permit or require the use of an electronic or computer-based system for the filing, delivery or deposit of documents or information required under or governed by this Act, the regulations or the rules;
(uuu) establishing requirements for and procedures in respect of the use of an electronic or computer-based system for the filing, delivery or deposit of documents or information;
(vvv) providing for electronic signatures for the signing of documents and prescribing the circumstances under which persons shall be deemed to have signed or certified documents on an electronic or computer-based system for any purpose of this Act, the regulations or the rules;
(www) respecting exemptions from any requirement of this Act, the regulations or the rules or any provision of this Act, the regulations or the rules;
(www.1) respecting the circumstances under which and the conditions on which exemptions referred to in paragraph (www) apply, including without limiting the generality of the foregoing, circumstances and conditions
(i) relating to the laws of another jurisdiction or relating to an exemption from a requirement of those laws granted by a securities regulatory authority in that jurisdiction, or
(ii) that apply to a person or a class of persons designated by the Commission;
(xxx) respecting the circumstances under which or the conditions on which any or all of the exemptions under this Act, the regulations or the rules do not apply;
(yyy) varying any of the requirements of Part 5 or 10 or section 78, 82, 88 or 149;
(zzz) prescribing any time period in this Act and providing for exemptions from or varying any time period in this Act;
(aaaa) prescribing anything that, by this Act, is to be prescribed by regulation;
(bbbb) respecting anything that, by this Act, is to be required by the regulations;
(cccc) defining any word or expression used in this Act but not defined in this Act for the purposes of this Act, the regulations or the rules;
(dddd) respecting any other matter or thing necessary or advisable to carry out the intent of this Act.
200(2)The Lieutenant-Governor in Council may make regulations
(a) Repealed: 2007, c.38, s.194
(b) Repealed: 2007, c.38, s.194
(c) Repealed: 2007, c.38, s.194
(d) respecting the practice and procedure that are to be followed by the Commission in making or amending rules;
(e) respecting the form and content of a notice of a rule to be published in The Royal Gazette under paragraph 201(1)(b);
(f) respecting the commencement of rules made by the Commission and the period during which rules made by the Commission are effective.
200(3)The Lieutenant-Governor in Council may, by order, amend or repeal any rule made by the Commission.
200(4)Subject to the approval of the Minister, the Commission, concurrently with making a rule, may make a regulation that amends or repeals any provision of a regulation made by the Lieutenant-Governor in Council under this Act or by the Commission under this subsection that in the opinion of the Commission is necessary or advisable to effectively implement the rule.
200(5)A regulation made under subsection (4) is not effective before the rule referred to in that subsection comes into force.
200(6)Subject to subsection (5), a regulation made under subsection (4) may be retroactive in its operation.
200(7)A regulation or rule authorized by this section may incorporate by reference, in whole or in part, any laws, any by-laws or other regulatory instruments or any codes, standards, procedures or guidelines as they are amended from time to time before or after the making of the regulation or the rule or as they read at a fixed time and may require compliance with any law, any by-law or other regulatory instrument or any code, standard, procedure or guideline so incorporated.
200(8)Regulations or rules may vary for or be made in respect of different persons, matters or things or different classes or categories of persons, matters or things.
200(9)A regulation or a rule may be general or particular in its application, may be limited as to time or place or both and may exclude any place from the application of the regulation or rule.
200(10)A regulation or rule may authorize the Commission or the Executive Director to grant an exemption to it or to revoke any such exemption.
200(11)An exemption or a revocation of an exemption may be granted in whole or in part and may be granted subject to conditions or restrictions.
200(12)The Regulations Act does not apply to the rules.
200(13)If there is a conflict or an inconsistency between a regulation made by the Lieutenant-Governor in Council under this Act and a rule, the regulation prevails but in all other respects a rule has the same force and effect as a regulation.
2007, c.38, s.194; 2008, c.22, s.64
Regulations and rules
200(1)The Lieutenant-Governor in Council may make regulations and the Commission may make rules
(a) respecting the application for registration and the amendment or reinstatement of registration;
(b) respecting the voluntary surrender, cancellation or expiration of registration and the obligations of a former registrant following the voluntary surrender, cancellation or expiration of registration;
(c) respecting the suspension of registration and the obligations of suspended registrants;
(d) prescribing categories or subcategories of registrants and classifying registrants into categories or subcategories;
(d.1) respecting circumstances in which a person is deemed to be registered for the purposes of this Act, the regulations or the rules, including without limiting the generality of the foregoing, the circumstance in which a person is registered under the laws of another jurisdiction in Canada respecting trading in securities;
(e) respecting the terms and conditions of registration or other requirements in relation to registrants or any category or subcategory of registrants, including without limiting the generality of the foregoing,
(i) standards of practice and business conduct of registrants in dealing with their clients and prospective clients,
(ii) requirements that are advisable for the prevention or regulation of conflicts of interest, and
(iii) requirements in respect of membership in a self-regulatory organization;
(f) extending any requirements under subparagraph (e)(i) to unregistered directors, partners, employees, salespersons and officers of registrants;
(g) prescribing requirements in respect of the residence in New Brunswick or Canada of registrants;
(h) prescribing requirements in respect of the ownership or control of registrants, requiring notification to the Commission by a registrant or other person of a proposed change in ownership or control of a registrant and authorizing the Commission to make an order that a proposed change may not be effected before a decision by the Commission as to whether it will exercise its powers under paragraph 184(1)(a) or (b) as a result of the proposed change;
(i) respecting requirements for the notification by a registrant in the form required by the Commission of any specified event or change and the reasons for any such event or change;
(j) prescribing standards for registrants in relation to the suitability for certain investors of certain securities;
(k) respecting requirements for the disclosure or provision of information or material to the public, the Commission or the Executive Director by registrants or unregistered directors, partners, salespersons, officers and control persons of registrants;
(l) varying the requirements under this Act in respect of the disclosure or provision of information or material to the public, the Commission or the Executive Director by registrants;
(m) respecting requirements in relation to the books, records and documents required by subsection 162(1) to be kept by market participants, including without limiting the generality of the foregoing, the form in which and the period for which the books, records and documents are to be kept;
(n) respecting auditing requirements in relation to registrants, including without limiting the generality of the foregoing, requirements with respect to the appointment of auditors, the conduct of audits and the preparation of reports by auditors;
(o) respecting requirements for the filing with the Commission or provision to the Commission by registrants of financial statements and auditors’ reports;
(p) prescribing the conditions and circumstances under which a person who is a corporation may undertake the duties, responsibilities and activities that a person who is a registrant and a shareholder of the corporation is authorized to undertake by virtue of being a registrant, including without limiting the generality of the foregoing, the establishment of a scheme for the registration of the corporation and the category of that registration;
(q) imposing liability on a registrant who is a dealer or adviser for the acts or omissions prescribed under paragraph (u) of a corporation that is a registrant under a scheme established under paragraph (p) where the dealer or adviser has a prescribed contractual relationship with the corporation;
(r) imposing liability on a person who is a registrant and a shareholder of a corporation for acts or omissions of the corporation if the corporation that performs the acts or fails to perform the acts is a registrant under a scheme established under paragraph (p);
(s) prescribing the terms and conditions under which a person who is in a contractual relationship with a dealer is deemed to be an employee of the dealer for the purposes of New Brunswick securities law and deemed to be qualified for registration as a salesperson, partner or officer of the dealer;
(t) imposing liability on a registrant who is a dealer for the acts and omissions prescribed under paragraph (v) of a person deemed to be an employee of the dealer under a regulation or rule made under paragraph (s);
(u) prescribing the acts or omissions of a corporation for which a registrant who is a dealer or adviser is liable;
(v) prescribing the acts or omissions of a person deemed to be an employee of a dealer for which a registrant who is a dealer is liable;
(w) prescribing requirements for control persons;
(x) respecting requirements for calling at or telephoning to residences for the purposes of trading in securities;
(y) prescribing requirements in respect of representations relating to the future value or price of a security;
(z) regulating the listing or trading of publicly traded securities, including without limiting the generality of the foregoing, requiring reporting of trades and quotations;
(aa) regulating an exchange, a self-regulatory organization, a quotation and trade reporting system or a clearing agency recognized by the Commission under section 35;
(bb) regulating trading or advising in securities to prevent trading or advising that is fraudulent, manipulative, deceptive or unfairly detrimental to investors;
(bb.1) prescribing circumstances in which a person is prohibited from trading or purchasing securities or a particular security, including without limiting the generality of the foregoing, the circumstance in which a securities regulatory authority in another jurisdiction has ordered that
(i) a person is prohibited from trading or purchasing securities or a particular security, or
(ii) trades or purchases of a particular security cease;
(cc) regulating trading or advising in penny stocks, including without limiting the generality of the foregoing, requirements for additional disclosure and suitability for investment;
(dd) regulating scholarship plans and the distribution and trading of the securities of scholarship plans;
(ee) prescribing categories or subcategories of issuers for the purposes of the prospectus requirements under this Act, the regulations and the rules and classifying issuers into categories or subcategories;
(ff) respecting certificates required to be contained in a preliminary prospectus, a prospectus or an amendment to a preliminary prospectus or prospectus, including without limiting the generality of the foregoing,
(i) authorizing the Executive Director to require persons to sign a certificate, subject to such terms and conditions as the Executive Director considers appropriate,
(ii) authorizing the Executive Director to permit the agent of a person who is required to sign a certificate, when the agent is duly authorized in writing, to sign the certificate on behalf of the person, and
(iii) authorizing the Executive Director to permit another person to sign a certificate when the Executive Director is satisfied on evidence or submissions that a person who is required to sign a certificate is for adequate cause not available to sign the certificate;
(gg) respecting, for the purposes of section 78, the lapse date of a prospectus and the continuation of a distribution after the lapse date, including without limiting the generality of the foregoing,
(i) prescribing the terms and conditions under which a distribution may be continued after the lapse date, and
(ii) prescribing the circumstances in which certain purchasers may cancel a trade made after the lapse date;
(hh) respecting requirements in respect of amendments to preliminary prospectuses or prospectuses, including without limiting the generality of the foregoing,
(i) prescribing the circumstances under which an amendment to a preliminary prospectus or prospectus must be filed and delivered, and
(ii) establishing requirements to obtain a receipt for an amendment to a preliminary prospectus or prospectus;
(ii) respecting the distribution of securities or the issuing of receipts, including without limiting the generality of the foregoing,
(i) varying any of the requirements under this Act to facilitate, expedite or regulate the distribution of securities or the issuing of receipts,
(ii) establishing requirements in respect of distributions of securities by means of a prospectus incorporating other documents by reference,
(iii) establishing requirements in respect of distributions of securities by means of a simplified or summary prospectus or other form of disclosure document,
(iv) establishing requirements in respect of distributions of securities on a continuous or delayed basis,
(v) establishing requirements in respect of pricing of distributions of securities after the issuance of a receipt for the prospectus filed in relation to the securities,
(vi) establishing procedures for the issuing of receipts for prospectuses after expedited or selective review,
(vii) respecting circumstances in which a receipt is deemed to have been issued for the purposes of this Act, the regulations or the rules, including the circumstance in which a receipt has been issued for a preliminary prospectus or prospectus under the laws of another jurisdiction in Canada respecting trading in securities,
(viii) establishing provisions for the incorporation by reference of certain documents in a prospectus or other document prescribed by regulation or rule and the effect, including from a liability and evidentiary perspective, of modifying or superseding statements, and
(ix) establishing provisions for eligibility requirements to file a prospectus or obtain a receipt for, or distribute under, a particular form of prospectus and the loss of that eligibility;
(ii.1) respecting provisions for varying withdrawal rights;
(ii.2) prescribing circumstances in which a person that purchases a security under a distribution may cancel the purchase, including without limiting the generality of the foregoing,
(i) prescribing the period in which the purchaser may cancel the purchase,
(ii) prescribing the principles for determining the amount of the refund if the purchaser cancels the purchase, and
(iii) specifying the persons responsible for making and administering the payment of the refund and prescribing the period in which the refund must be paid;
(jj) respecting the circumstances under which the Executive Director must refuse to issue a receipt for a prospectus and varying the circumstances under this Act when the Executive Director must refuse to issue a receipt for a prospectus;
(kk) prescribing periods in which receipts for prospectuses are effective and the circumstances in which receipts may be revoked or deemed to be void;
(ll) respecting requirements for the escrow of securities in connection with distributions;
(mm) prescribing circumstances under which an issuer must provide information to a person to enable a distribution of previously issued securities of the issuer;
(nn) prescribing activities, including the use of documents or advertising, in which registrants or issuers are permitted to engage or are prohibited from engaging in connection with distributions;
(oo) prescribing which distributions and trading in relation to the distributions are distributions and trading outside New Brunswick;
(pp) prescribing reporting requirements in respect of a trade made in reliance on an exemption under the regulations or the rules from section 71;
(pp.1) prescribing requirements in connection with the first trade of securities previously acquired under an exemption from the prospectus requirements under this Act, the regulations or the rules;
(qq) respecting the circumstances under which a trade or type of trade that would not otherwise be a distribution shall be a distribution;
(qq.1) respecting the requirement to maintain a record of all persons to whom a preliminary prospectus has been sent under section 82 and respecting the availability of the record;
(rr) respecting the application of sections 88 and 149;
(ss) respecting requirements in relation to the preparation and dissemination and other use, by reporting issuers, of documents providing for continuous disclosure, including without limiting the generality of the foregoing, requirements in relation to
(i) financial statements,
(ii) supplemental analysis of financial statements,
(iii) an annual report,
(iv) a business acquisition report, and
(v) an annual information form;
(ss.1) respecting requirements for the disclosure or provision of information or material to the public, the Commission or the Executive Director by reporting issuers;
(ss.2) respecting requirements with respect to the disclosure by reporting issuers of material changes, including without limiting the generality of the foregoing,
(i) prescribing the time period within which a reporting issuer must make disclosure of a material change,
(ii) prescribing the manner in which a reporting issuer must make disclosure of a material change, and
(iii) prescribing circumstances under which a material change may remain confidential;
(ss.3) respecting the preparation, form and content requirements applicable to the public dissemination of forward-looking information by reporting issuers where the dissemination is not part of a required filing;
(tt) requiring issuers or other persons to comply, in whole or in part, with Part 7 or regulations or rules made under paragraph (ss), (ss.1), (ss.2) or (ss.3);
(uu) respecting the circumstances under which an issuer that would not otherwise be a reporting issuer shall be a reporting issuer;
(vv) respecting the voluntary surrender of reporting issuer status;
(ww) Repealed: 2007, c.38, s.194
(xx) respecting requirements in relation to financial accounting, reporting and auditing for the purposes of this Act, the regulations and the rules, including without limiting the generality of the foregoing,
(i) defining accounting principles and auditing standards acceptable to the Commission,
(ii) financial reporting requirements for the preparation and dissemination of forward-looking information and pro forma financial statements,
(iii) standards of independence and other qualifications for auditors,
(iv) requirements respecting a change in auditors by a reporting issuer or a registrant,
(v) requirements respecting a change in the financial year of an issuer or in an issuer’s status as a reporting issuer under this Act, the regulations or the rules,
(vi) defining auditing standards for attesting to and reporting on a reporting issuer’s internal controls, and
(vii) requiring evaluations of reporting issuers’ internal control over financial reporting and requiring reporting issuers to obtain audits of their internal control over financial reporting, including their management’s evaluation;
(yy) respecting requirements for the validity and solicitation of proxies ;
(zz) providing for the application of Part 7 and Part 8 in respect of registered holders or beneficial owners of voting securities or equity securities of reporting issuers or other persons on behalf of whom the securities are held, including in respect of reporting issuers, clearing agencies recognized by the Commission under paragraph 35(1)(d), registered holders, registrants and other persons who hold securities on behalf of persons but who are not the registered holders;
(aaa) regulating take-over bids, issuer bids, insider bids, going-private transactions, business combinations and related party transactions, including without limiting the generality of the foregoing,
(i) prescribing requirements or prohibitions relating to the conduct or management of the affairs of an issuer and of the affairs of its directors and officers before, during or after an offer to acquire, acquisition, offer to redeem, redemption, going-private transaction, business combination or related party transaction,
(ii) prescribing requirements for disclosure, valuations, review by independent committees of boards of directors and approval by minority security holders,
(iii) prescribing requirements respecting defensive tactics in connection with take-over bids,
(iv) prohibiting a person from purchasing or trading a security before, during or after an offer to acquire, acquisition, offer to redeem, redemption, going-private transaction, business combination or related party transaction, and
(v) for the purposes of section 126, prescribing types or classes of securities and prescribing percentages, disclosure requirements and prohibitions;
(bbb) respecting insider trading, self-dealing and conflicts of interest in relation to insider trading and self-dealing;
(bbb.1) prescribing insider reporting requirements in respect of a person;
(bbb.2) respecting requirements for the disclosure or provision of information or material to the public, the Commission or the Executive Director by insiders, including without limiting the generality of the foregoing,
(i) prescribing requirements respecting the reporting by insiders of any direct or indirect beneficial ownership of, or control or direction over, securities of a reporting issuer or changes in ownership, control or direction,
(ii) prescribing requirements respecting the reporting by insiders of any interest in or right or obligation associated with a related financial instrument or changes in such interests, rights or obligations,
(iii) prescribing requirements respecting the reporting by insiders of any agreement, arrangement or understanding that alters, directly or indirectly, an insider’s economic interest in a security of a reporting issuer or an insider’s economic exposure to a reporting issuer or changes in such agreements, arrangements or understandings, and
(iv) prescribing the circumstances when a person shall be deemed to have been an insider;
(bbb.3) extending any requirements under paragraph (bbb.2) to other persons;
(ccc) prescribing requirements in relation to the determination of the market value, the market price or the closing price of a security and authorizing the Commission to make that determination;
(ddd) prescribing standards or criteria for determining when a material fact or material change has been generally disclosed;
(eee) regulating investment funds and the distribution and trading of the securities of the funds, including without limiting the generality of the foregoing,
(i) prescribing disclosure requirements in respect of the funds and requiring or permitting the use of particular forms or types of additional offering or other documents in connection with the funds,
(ii) prescribing permitted investment policy and investment practices for the funds and prohibiting or restricting certain investments or investment practices for the funds,
(iii) prescribing requirements governing the custodianship of assets of the funds,
(iv) prescribing minimum initial capital requirements for any of the funds making a distribution and prohibiting or restricting the reimbursement of costs in connection with the organization of a fund,
(v) prescribing matters affecting any of the funds that require the approval of security holders of the fund, the Commission or the Executive Director, including, in the case of security holders, the level of approval,
(vi) prescribing requirements in relation to the determination of the net asset value of investment funds and authorizing the Commission to make that determination,
(vii) prescribing requirements in respect of the content and use of sales literature, sales communications or advertising relating to the funds or the securities of funds,
(viii) designating mutual funds as private mutual funds and prescribing requirements for private mutual funds,
(ix) respecting sales charges imposed by a distribution company or contractual plan service company under a contractual plan on purchasers of shares or units of an investment fund, and commissions or sales incentives to be paid to registrants in connection with the securities of an investment fund,
(x) prescribing the circumstances under which a planholder under a contractual plan has the right to withdraw from the contractual plan,
(xi) prescribing procedures applicable to investment funds, registrants and any other person in respect of sales and redemptions of investment fund securities and payments for sales and redemptions,
(xii) prescribing requirements in relation to promoters, advisers or persons who administer or participate in the administration of the affairs of investment funds, and
(xiii) regulating conflicts of interest between the investment fund and the investment fund manager;
(fff) respecting fees payable by an issuer to an adviser as consideration for investment advice, alone or together with administrative or management services provided to a mutual fund or non-redeemable investment fund;
(ggg) respecting requirements relating to the qualification of a registrant to act as an adviser to a mutual fund or non-redeemable investment fund;
(hhh) regulating commodity pools, including without limiting the generality of the foregoing,
(i) prescribing disclosure requirements in respect of commodity pools and requiring or permitting the use of particular forms or types of additional offering or other documents in connection with commodity pools,
(ii) prescribing requirements in relation to promoters, advisers and persons who administer or participate in the administration of the affairs of commodity pools,
(iii) prescribing standards in relation to the suitability of investors in commodity pools,
(iv) prohibiting or restricting the payment of fees, commissions or compensation by commodity pools or holders of securities of commodity pools and restricting the reimbursement of costs in connection with the organization of commodity pools,
(v) prescribing requirements with respect to the voting rights of security holders, and
(vi) prescribing requirements in respect of the redemption of securities of a commodity pool;
(iii) regulating derivatives, including without limiting the generality of the foregoing,
(i) prescribing disclosure requirements and requiring or prohibiting the use of particular forms or types of offering documents or other documents, and
(ii) prescribing requirements that apply to mutual funds, non-redeemable investment funds, commodity pools or other issuers;
(jjj) varying the application of this Act or any regulation or rule to foreign issuers to facilitate distributions, compliance with requirements applicable or relating to reporting issuers and the making of take-over bids, issuer bids, insider bids, going-private transactions, business combinations and related party transactions;
(kkk) respecting requirements in relation to reverse take-overs, including without limiting the generality of the foregoing, requirements for disclosure that are substantially equivalent to that provided by a prospectus;
(lll) respecting the designation or recognition of any person or jurisdiction if advisable for the purposes of this Act, the regulations or the rules, including without limiting the generality of the foregoing,
(i) recognizing an exchange, a self-regulatory organization, a quotation and trade reporting system or a clearing agency for any of the purposes of this Act, the regulations or the rules,
(ii) designating a person for the purpose of the definition “market participant”, and
(iii) designating a person or class of persons for the purpose of the definitions “insider”, “mutual fund”, “non-redeemable investment fund” or “reporting issuer” to be, or not to be, an insider, mutual fund, non-redeemable investment fund or reporting issuer;
(lll.1) prescribing documents for the purposes of the definition of “core document” in section 161.1;
(lll.2) providing for the application of Part 11.1 to the acquisition of an issuer’s security pursuant to a distribution that is exempt from section 71 or 78 and to the acquisition or disposition of an issuer’s security in connection with or pursuant to a take-over bid or issuer bid;
(lll.3) prescribing transactions or classes of transactions for the purposes of paragraph 161.11(d);
(lll.4) respecting the determination of the amount of the profit made or loss avoided for the purposes of subsection 179(7);
(mmm) respecting the practice and procedure for investigations under Part 13;
(nnn) respecting, for the purposes of paragraph 177(1)(c), permitted disclosure of information or evidence obtained pursuant to an investigation under Part 13;
(nnn.1) respecting the administration and distribution of amounts disgorged to the Commission under paragraph 184(1)(p) or 187(4)(o);
(nnn.2) respecting the delegation or transfer of any New Brunswick authority to an extra-provincial securities commission under section 195.11;
(nnn.3) respecting the acceptance by the Commission of any delegation or transfer of an extra-provincial authority from an extra-provincial securities commission under section 195.11;
(nnn.4) respecting any amendments to, or the revocation of, any delegation, transfer or acceptance of a delegation or transfer referred to in paragraph (nnn.2) or (nnn.3);
(nnn.5) respecting the adoption or incorporation by reference of extra-provincial securities laws under section 195.3, including the administration of those laws once adopted or incorporated by reference;
(nnn.6) respecting the administration of exemptions from New Brunswick securities law under section 195.4;
(nnn.7) respecting the administration of extra-provincial securities laws arising from or as a result of any matters described in paragraphs (nnn.2) to (nnn.6);
(ooo) prescribing fees and expenses, or limits on fees and expenses, for the purposes of section 167, 169 or 185;
(ppp) prescribing the fees payable for the purposes of this Act, the regulations or the rules, in connection with the administration of New Brunswick securities law or for services provided by the Commission or the Executive Director;
(qqq) providing for the collection by an exchange or self-regulatory organization that has been delegated a power or duty of the Commission or the Executive Director under section 41 of fees payable to the Commission or Executive Director and for their remission to the Commission or Executive Director;
(qqq.1) governing conflicts of interest for members of the Commission, supplementary members of the Commission and employees of the Commission;
(qqq.2) authorizing the Minister or the Commission to require a person to dispose of a security acquired as a result of an intentional or accidental violation of any provision of a regulation or rule made under paragraph (qqq.1);
(qqq.3) respecting the practice and procedure for hearings permitted or required under this Act, the regulations or the rules;
(rrr) respecting the media, format, preparation, amendment, form, content, execution, certification, dissemination, sending, delivery, filing, use, review and approval of all documents required under or governed by this Act, the regulations or the rules;
(rrr.1) prescribing the circumstances in which persons shall be deemed to have delivered or sent documents or information required under or governed by this Act, the regulations or the rules;
(sss) permitting or requiring, or varying this Act to permit or require methods of filing or delivery, to or by the Commission, issuers, registrants, security holders or others, of documents, information or other communications required under or governed by New Brunswick securities law;
(ttt) varying the requirements under this Act to permit or require the use of an electronic or computer-based system for the filing, delivery or deposit of documents or information required under or governed by this Act, the regulations or the rules;
(uuu) establishing requirements for and procedures in respect of the use of an electronic or computer-based system for the filing, delivery or deposit of documents or information;
(vvv) providing for electronic signatures for the signing of documents and prescribing the circumstances under which persons shall be deemed to have signed or certified documents on an electronic or computer-based system for any purpose of this Act, the regulations or the rules;
(www) respecting exemptions from any requirement of this Act, the regulations or the rules or any provision of this Act, the regulations or the rules;
(www.1) respecting the circumstances under which and the conditions on which exemptions referred to in paragraph (www) apply, including without limiting the generality of the foregoing, circumstances and conditions
(i) relating to the laws of another jurisdiction or relating to an exemption from a requirement of those laws granted by a securities regulatory authority in that jurisdiction, or
(ii) that apply to a person or a class of persons designated by the Commission;
(xxx) respecting the circumstances under which or the conditions on which any or all of the exemptions under this Act, the regulations or the rules do not apply;
(yyy) varying any of the requirements of Part 5 or 10 or section 78, 82, 88 or 149;
(zzz) prescribing any time period in this Act and providing for exemptions from or varying any time period in this Act;
(aaaa) prescribing anything that, by this Act, is to be prescribed by regulation;
(bbbb) respecting anything that, by this Act, is to be required by the regulations;
(cccc) defining any word or expression used in this Act but not defined in this Act for the purposes of this Act, the regulations or the rules;
(dddd) respecting any other matter or thing necessary or advisable to carry out the intent of this Act.
200(2)The Lieutenant-Governor in Council may make regulations
(a) Repealed: 2007, c.38, s.194
(b) Repealed: 2007, c.38, s.194
(c) Repealed: 2007, c.38, s.194
(d) respecting the practice and procedure that are to be followed by the Commission in making, amending and repealing rules;
(e) respecting the form and content of a notice of a rule to be published in The Royal Gazette under paragraph 201(1)(b);
(f) respecting the commencement of rules made by the Commission and the period during which rules made by the Commission are effective.
200(3)The Lieutenant-Governor in Council may, by order, amend or repeal any rule made by the Commission.
200(4)Subject to the approval of the Minister, the Commission, concurrently with making a rule, may make a regulation that amends or repeals any provision of a regulation made by the Lieutenant-Governor in Council under this Act or by the Commission under this subsection that in the opinion of the Commission is necessary or advisable to effectively implement the rule.
200(5)A regulation made under subsection (4) is not effective before the rule referred to in that subsection comes into force.
200(6)Subject to subsection (5), a regulation made under subsection (4) may be retroactive in its operation.
200(7)A regulation or rule authorized by this section may incorporate by reference, in whole or in part, any laws, any by-laws or other regulatory instruments or any codes, standards, procedures or guidelines as they are amended from time to time before or after the making of the regulation or the rule or as they read at a fixed time and may require compliance with any law, any by-law or other regulatory instrument or any code, standard, procedure or guideline so incorporated.
200(8)Regulations or rules may vary for or be made in respect of different persons, matters or things or different classes or categories of persons, matters or things.
200(9)A regulation or a rule may be general or particular in its application, may be limited as to time or place or both and may exclude any place from the application of the regulation or rule.
200(10)A regulation or rule may authorize the Commission or the Executive Director to grant an exemption to it or to revoke any such exemption.
200(11)An exemption or a revocation of an exemption may be granted in whole or in part and may be granted subject to conditions or restrictions.
200(12)The Regulations Act does not apply to the rules.
200(13)If there is a conflict or an inconsistency between a regulation made by the Lieutenant-Governor in Council under this Act and a rule, the regulation prevails but in all other respects a rule has the same force and effect as a regulation.
2007, c.38, s.194
Regulations and rules
200(1)The Lieutenant-Governor in Council may make regulations and the Commission may make rules
(a) respecting the application for registration and the amendment or reinstatement of registration;
(b) respecting the voluntary surrender, cancellation or expiration of registration and the obligations of a former registrant following the voluntary surrender, cancellation or expiration of registration;
(c) respecting the suspension of registration and the obligations of suspended registrants;
(d) prescribing categories or subcategories of registrants and classifying registrants into categories or subcategories;
(d.1) respecting circumstances in which a person is deemed to be registered for the purposes of this Act, the regulations or the rules, including without limiting the generality of the foregoing, the circumstance in which a person is registered under the laws of another jurisdiction in Canada respecting trading in securities;
(e) respecting the terms and conditions of registration or other requirements in relation to registrants or any category or subcategory of registrants, including without limiting the generality of the foregoing,
(i) standards of practice and business conduct of registrants in dealing with their clients and prospective clients,
(ii) requirements that are advisable for the prevention or regulation of conflicts of interest, and
(iii) requirements in respect of membership in a self-regulatory organization;
(f) extending any requirements under subparagraph (e)(i) to unregistered directors, partners, employees, salespersons and officers of registrants;
(g) prescribing requirements in respect of the residence in New Brunswick or Canada of registrants;
(h) prescribing requirements in respect of the ownership or control of registrants, requiring notification to the Commission by a registrant or other person of a proposed change in ownership or control of a registrant and authorizing the Commission to make an order that a proposed change may not be effected before a decision by the Commission as to whether it will exercise its powers under paragraph 184(1)(a) or (b) as a result of the proposed change;
(i) respecting requirements for the notification by a registrant in the form required by the Commission of any specified event or change and the reasons for any such event or change;
(j) prescribing standards for registrants in relation to the suitability for certain investors of certain securities;
(k) respecting requirements for the disclosure or provision of information or material to the public, the Commission or the Executive Director by registrants or unregistered directors, partners, salespersons, officers and control persons of registrants;
(l) varying the requirements under this Act in respect of the disclosure or provision of information or material to the public, the Commission or the Executive Director by registrants;
(m) respecting requirements in relation to the books, records and documents required by subsection 162(1) to be kept by market participants, including without limiting the generality of the foregoing, the form in which and the period for which the books, records and documents are to be kept;
(n) respecting auditing requirements in relation to registrants, including without limiting the generality of the foregoing, requirements with respect to the appointment of auditors, the conduct of audits and the preparation of reports by auditors;
(o) respecting requirements for the filing with the Commission or provision to the Commission by registrants of financial statements and auditors’ reports;
(p) prescribing the conditions and circumstances under which a person who is a corporation may undertake the duties, responsibilities and activities that a person who is a registrant and a shareholder of the corporation is authorized to undertake by virtue of being a registrant, including without limiting the generality of the foregoing, the establishment of a scheme for the registration of the corporation and the category of that registration;
(q) imposing liability on a registrant who is a dealer or adviser for the acts or omissions prescribed under paragraph (u) of a corporation that is a registrant under a scheme established under paragraph (p) where the dealer or adviser has a prescribed contractual relationship with the corporation;
(r) imposing liability on a person who is a registrant and a shareholder of a corporation for acts or omissions of the corporation if the corporation that performs the acts or fails to perform the acts is a registrant under a scheme established under paragraph (p);
(s) prescribing the terms and conditions under which a person who is in a contractual relationship with a dealer is deemed to be an employee of the dealer for the purposes of New Brunswick securities law and deemed to be qualified for registration as a salesperson, partner or officer of the dealer;
(t) imposing liability on a registrant who is a dealer for the acts and omissions prescribed under paragraph (v) of a person deemed to be an employee of the dealer under a regulation or rule made under paragraph (s);
(u) prescribing the acts or omissions of a corporation for which a registrant who is a dealer or adviser is liable;
(v) prescribing the acts or omissions of a person deemed to be an employee of a dealer for which a registrant who is a dealer is liable;
(w) prescribing requirements for control persons;
(x) respecting requirements for calling at or telephoning to residences for the purposes of trading in securities;
(y) prescribing requirements in respect of representations relating to the future value or price of a security;
(z) regulating the listing or trading of publicly traded securities, including without limiting the generality of the foregoing, requiring reporting of trades and quotations;
(aa) regulating an exchange, a self-regulatory organization, a quotation and trade reporting system or a clearing agency recognized by the Commission under section 35;
(bb) regulating trading or advising in securities to prevent trading or advising that is fraudulent, manipulative, deceptive or unfairly detrimental to investors;
(bb.1) prescribing circumstances in which a person is prohibited from trading or purchasing securities or a particular security, including without limiting the generality of the foregoing, the circumstance in which a securities regulatory authority in another jurisdiction has ordered that
(i) a person is prohibited from trading or purchasing securities or a particular security, or
(ii) trades or purchases of a particular security cease;
(cc) regulating trading or advising in penny stocks, including without limiting the generality of the foregoing, requirements for additional disclosure and suitability for investment;
(dd) regulating scholarship plans and the distribution and trading of the securities of scholarship plans;
(ee) prescribing categories or subcategories of issuers for the purposes of the prospectus requirements under this Act, the regulations and the rules and classifying issuers into categories or subcategories;
(ff) respecting certificates required to be contained in a preliminary prospectus, a prospectus or an amendment to a preliminary prospectus or prospectus, including without limiting the generality of the foregoing,
(i) authorizing the Executive Director to require persons to sign a certificate, subject to such terms and conditions as the Executive Director considers appropriate,
(ii) authorizing the Executive Director to permit the agent of a person who is required to sign a certificate, when the agent is duly authorized in writing, to sign the certificate on behalf of the person, and
(iii) authorizing the Executive Director to permit another person to sign a certificate when the Executive Director is satisfied on evidence or submissions that a person who is required to sign a certificate is for adequate cause not available to sign the certificate;
(gg) respecting, for the purposes of section 78, the lapse date of a prospectus and the continuation of a distribution after the lapse date, including without limiting the generality of the foregoing,
(i) prescribing the terms and conditions under which a distribution may be continued after the lapse date, and
(ii) prescribing the circumstances in which certain purchasers may cancel a trade made after the lapse date;
(hh) respecting requirements in respect of amendments to preliminary prospectuses or prospectuses, including without limiting the generality of the foregoing,
(i) prescribing the circumstances under which an amendment to a preliminary prospectus or prospectus must be filed and delivered, and
(ii) establishing requirements to obtain a receipt for an amendment to a preliminary prospectus or prospectus;
(ii) respecting the distribution of securities or the issuing of receipts, including without limiting the generality of the foregoing,
(i) varying any of the requirements under this Act to facilitate, expedite or regulate the distribution of securities or the issuing of receipts,
(ii) establishing requirements in respect of distributions of securities by means of a prospectus incorporating other documents by reference,
(iii) establishing requirements in respect of distributions of securities by means of a simplified or summary prospectus or other form of disclosure document,
(iv) establishing requirements in respect of distributions of securities on a continuous or delayed basis,
(v) establishing requirements in respect of pricing of distributions of securities after the issuance of a receipt for the prospectus filed in relation to the securities,
(vi) establishing procedures for the issuing of receipts for prospectuses after expedited or selective review,
(vii) respecting circumstances in which a receipt is deemed to have been issued for the purposes of this Act, the regulations or the rules, including the circumstance in which a receipt has been issued for a preliminary prospectus or prospectus under the laws of another jurisdiction in Canada respecting trading in securities,
(viii) establishing provisions for the incorporation by reference of certain documents in a prospectus or other document prescribed by regulation or rule and the effect, including from a liability and evidentiary perspective, of modifying or superseding statements, and
(ix) establishing provisions for eligibility requirements to file a prospectus or obtain a receipt for, or distribute under, a particular form of prospectus and the loss of that eligibility;
(ii.1) respecting provisions for varying withdrawal rights;
(ii.2) prescribing circumstances in which a person that purchases a security under a distribution may cancel the purchase, including without limiting the generality of the foregoing,
(i) prescribing the period in which the purchaser may cancel the purchase,
(ii) prescribing the principles for determining the amount of the refund if the purchaser cancels the purchase, and
(iii) specifying the persons responsible for making and administering the payment of the refund and prescribing the period in which the refund must be paid;
(jj) respecting the circumstances under which the Executive Director must refuse to issue a receipt for a prospectus and varying the circumstances under this Act when the Executive Director must refuse to issue a receipt for a prospectus;
(kk) prescribing periods in which receipts for prospectuses are effective and the circumstances in which receipts may be revoked or deemed to be void;
(ll) respecting requirements for the escrow of securities in connection with distributions;
(mm) prescribing circumstances under which an issuer must provide information to a person to enable a distribution of previously issued securities of the issuer;
(nn) prescribing activities, including the use of documents or advertising, in which registrants or issuers are permitted to engage or are prohibited from engaging in connection with distributions;
(oo) prescribing which distributions and trading in relation to the distributions are distributions and trading outside New Brunswick;
(pp) prescribing reporting requirements in respect of a trade made in reliance on an exemption under the regulations or the rules from section 71;
(pp.1) prescribing requirements in connection with the first trade of securities previously acquired under an exemption from the prospectus requirements under this Act, the regulations or the rules;
(qq) respecting the circumstances under which a trade or type of trade that would not otherwise be a distribution shall be a distribution;
(qq.1) respecting the requirement to maintain a record of all persons to whom a preliminary prospectus has been sent under section 82 and respecting the availability of the record;
(rr) respecting the application of sections 88 and 149;
(ss) respecting requirements in relation to the preparation and dissemination and other use, by reporting issuers, of documents providing for continuous disclosure, including without limiting the generality of the foregoing, requirements in relation to
(i) financial statements,
(ii) supplemental analysis of financial statements,
(iii) an annual report,
(iv) a business acquisition report, and
(v) an annual information form;
(ss.1) respecting requirements for the disclosure or provision of information or material to the public, the Commission or the Executive Director by reporting issuers;
(ss.2) respecting requirements with respect to the disclosure by reporting issuers of material changes, including without limiting the generality of the foregoing,
(i) prescribing the time period within which a reporting issuer must make disclosure of a material change,
(ii) prescribing the manner in which a reporting issuer must make disclosure of a material change, and
(iii) prescribing circumstances under which a material change may remain confidential;
(ss.3) respecting the preparation, form and content requirements applicable to the public dissemination of forward-looking information by reporting issuers where the dissemination is not part of a required filing;
(tt) requiring issuers or other persons to comply, in whole or in part, with Part 7 or regulations or rules made under paragraph (ss), (ss.1), (ss.2) or (ss.3);
(uu) respecting the circumstances under which an issuer that would not otherwise be a reporting issuer shall be a reporting issuer;
(vv) respecting the voluntary surrender of reporting issuer status;
(ww) Repealed: 2007, c.38, s.194
(xx) respecting requirements in relation to financial accounting, reporting and auditing for the purposes of this Act, the regulations and the rules, including without limiting the generality of the foregoing,
(i) defining accounting principles and auditing standards acceptable to the Commission,
(ii) financial reporting requirements for the preparation and dissemination of forward-looking information and pro forma financial statements,
(iii) standards of independence and other qualifications for auditors,
(iv) requirements respecting a change in auditors by a reporting issuer or a registrant,
(v) requirements respecting a change in the financial year of an issuer or in an issuer’s status as a reporting issuer under this Act, the regulations or the rules,
(vi) defining auditing standards for attesting to and reporting on a reporting issuer’s internal controls, and
(vii) requiring evaluations of reporting issuers’ internal control over financial reporting and requiring reporting issuers to obtain audits of their internal control over financial reporting, including their management’s evaluation;
(yy) respecting requirements for the validity and solicitation of proxies ;
(zz) providing for the application of Part 7 and Part 8 in respect of registered holders or beneficial owners of voting securities or equity securities of reporting issuers or other persons on behalf of whom the securities are held, including in respect of reporting issuers, clearing agencies recognized by the Commission under paragraph 35(1)(d), registered holders, registrants and other persons who hold securities on behalf of persons but who are not the registered holders;
(aaa) regulating take-over bids, issuer bids, insider bids, going-private transactions and related party transactions, including without limiting the generality of the foregoing,
(i) varying any of the requirements of Part 9,
(ii) prescribing manners of disseminating advertisements in accordance with subsection 125(7),
(iii) prescribing requirements in respect of issuer bids, insider bids, going-private transactions and related party transactions, for disclosure, valuations, review by independent committees of boards of directors and approval by minority security holders, and
(iv) prescribing requirements respecting defensive tactics in connection with take-over bids;
(bbb) respecting insider trading, self-dealing and conflicts of interest in relation to insider trading and self-dealing;
(bbb.1) prescribing insider reporting requirements in respect of a person;
(bbb.2) respecting requirements for the disclosure or provision of information or material to the public, the Commission or the Executive Director by insiders, including without limiting the generality of the foregoing,
(i) prescribing requirements respecting the reporting by insiders of any direct or indirect beneficial ownership of, or control or direction over, securities of a reporting issuer or changes in ownership, control or direction,
(ii) prescribing requirements respecting the reporting by insiders of any interest in or right or obligation associated with a related financial instrument or changes in such interests, rights or obligations,
(iii) prescribing requirements respecting the reporting by insiders of any agreement, arrangement or understanding that alters, directly or indirectly, an insider’s economic interest in a security of a reporting issuer or an insider’s economic exposure to a reporting issuer or changes in such agreements, arrangements or understandings, and
(iv) prescribing the circumstances when a person shall be deemed to have been an insider;
(bbb.3) extending any requirements under paragraph (bbb.2) to other persons;
(ccc) prescribing requirements in relation to the determination of the market value, the market price or the closing price of a security and authorizing the Commission to make that determination;
(ddd) prescribing standards or criteria for determining when a material fact or material change has been generally disclosed;
(eee) regulating investment funds and the distribution and trading of the securities of the funds, including without limiting the generality of the foregoing,
(i) prescribing disclosure requirements in respect of the funds and requiring or permitting the use of particular forms or types of additional offering or other documents in connection with the funds,
(ii) prescribing permitted investment policy and investment practices for the funds and prohibiting or restricting certain investments or investment practices for the funds,
(iii) prescribing requirements governing the custodianship of assets of the funds,
(iv) prescribing minimum initial capital requirements for any of the funds making a distribution and prohibiting or restricting the reimbursement of costs in connection with the organization of a fund,
(v) prescribing matters affecting any of the funds that require the approval of security holders of the fund, the Commission or the Executive Director, including, in the case of security holders, the level of approval,
(vi) prescribing requirements in relation to the determination of the net asset value of investment funds and authorizing the Commission to make that determination,
(vii) prescribing requirements in respect of the content and use of sales literature, sales communications or advertising relating to the funds or the securities of funds,
(viii) designating mutual funds as private mutual funds and prescribing requirements for private mutual funds,
(ix) respecting sales charges imposed by a distribution company or contractual plan service company under a contractual plan on purchasers of shares or units of an investment fund, and commissions or sales incentives to be paid to registrants in connection with the securities of an investment fund,
(x) prescribing the circumstances under which a planholder under a contractual plan has the right to withdraw from the contractual plan,
(xi) prescribing procedures applicable to investment funds, registrants and any other person in respect of sales and redemptions of investment fund securities and payments for sales and redemptions,
(xii) prescribing requirements in relation to promoters, advisers or persons who administer or participate in the administration of the affairs of investment funds, and
(xiii) regulating conflicts of interest between the investment fund and the investment fund manager;
(fff) respecting fees payable by an issuer to an adviser as consideration for investment advice, alone or together with administrative or management services provided to a mutual fund or non-redeemable investment fund;
(ggg) respecting requirements relating to the qualification of a registrant to act as an adviser to a mutual fund or non-redeemable investment fund;
(hhh) regulating commodity pools, including without limiting the generality of the foregoing,
(i) prescribing disclosure requirements in respect of commodity pools and requiring or permitting the use of particular forms or types of additional offering or other documents in connection with commodity pools,
(ii) prescribing requirements in relation to promoters, advisers and persons who administer or participate in the administration of the affairs of commodity pools,
(iii) prescribing standards in relation to the suitability of investors in commodity pools,
(iv) prohibiting or restricting the payment of fees, commissions or compensation by commodity pools or holders of securities of commodity pools and restricting the reimbursement of costs in connection with the organization of commodity pools,
(v) prescribing requirements with respect to the voting rights of security holders, and
(vi) prescribing requirements in respect of the redemption of securities of a commodity pool;
(iii) regulating derivatives, including without limiting the generality of the foregoing,
(i) prescribing disclosure requirements and requiring or prohibiting the use of particular forms or types of offering documents or other documents, and
(ii) prescribing requirements that apply to mutual funds, non-redeemable investment funds, commodity pools or other issuers;
(jjj) varying the application of this Act or any regulation or rule to foreign issuers to facilitate distributions, compliance with requirements applicable or relating to reporting issuers and the making of take-over bids, issuer bids, insider bids, going-private transactions, business combinations and related party transactions;
(kkk) respecting requirements in relation to reverse take-overs, including without limiting the generality of the foregoing, requirements for disclosure that are substantially equivalent to that provided by a prospectus;
(lll) respecting the designation or recognition of any person or jurisdiction if advisable for the purposes of this Act, the regulations or the rules, including without limiting the generality of the foregoing,
(i) recognizing an exchange, a self-regulatory organization, a quotation and trade reporting system or a clearing agency for any of the purposes of this Act, the regulations or the rules,
(ii) designating a person for the purpose of the definition “market participant”, and
(iii) designating a person or class of persons for the purpose of the definitions “insider”, “mutual fund”, “non-redeemable investment fund” or “reporting issuer” to be, or not to be, an insider, mutual fund, non-redeemable investment fund or reporting issuer;
(lll.1) prescribing documents for the purposes of the definition of “core document” in section 161.1;
(lll.2) providing for the application of Part 11.1 to the acquisition of an issuer’s security pursuant to a distribution that is exempt from section 71 or 78 and to the acquisition or disposition of an issuer’s security in connection with or pursuant to a take-over bid or issuer bid;
(lll.3) prescribing transactions or classes of transactions for the purposes of paragraph 161.11(d);
(lll.4) respecting the determination of the amount of the profit made or loss avoided for the purposes of subsection 179(7);
(mmm) respecting the practice and procedure for investigations under Part 13;
(nnn) respecting, for the purposes of paragraph 177(1)(c), permitted disclosure of information or evidence obtained pursuant to an investigation under Part 13;
(nnn.1) respecting the administration and distribution of amounts disgorged to the Commission under paragraph 184(1)(p) or 187(4)(o);
(nnn.2) respecting the delegation or transfer of any New Brunswick authority to an extra-provincial securities commission under section 195.11;
(nnn.3) respecting the acceptance by the Commission of any delegation or transfer of an extra-provincial authority from an extra-provincial securities commission under section 195.11;
(nnn.4) respecting any amendments to, or the revocation of, any delegation, transfer or acceptance of a delegation or transfer referred to in paragraph (nnn.2) or (nnn.3);
(nnn.5) respecting the adoption or incorporation by reference of extra-provincial securities laws under section 195.3, including the administration of those laws once adopted or incorporated by reference;
(nnn.6) respecting the administration of exemptions from New Brunswick securities law under section 195.4;
(nnn.7) respecting the administration of extra-provincial securities laws arising from or as a result of any matters described in paragraphs (nnn.2) to (nnn.6);
(ooo) prescribing fees and expenses, or limits on fees and expenses, for the purposes of section 167, 169 or 185;
(ppp) prescribing the fees payable for the purposes of this Act, the regulations or the rules, in connection with the administration of New Brunswick securities law or for services provided by the Commission or the Executive Director;
(qqq) providing for the collection by an exchange or self-regulatory organization that has been delegated a power or duty of the Commission or the Executive Director under section 41 of fees payable to the Commission or Executive Director and for their remission to the Commission or Executive Director;
(qqq.1) governing conflicts of interest for members of the Commission, supplementary members of the Commission and employees of the Commission;
(qqq.2) authorizing the Minister or the Commission to require a person to dispose of a security acquired as a result of an intentional or accidental violation of any provision of a regulation or rule made under paragraph (qqq.1);
(qqq.3) respecting the practice and procedure for hearings permitted or required under this Act, the regulations or the rules;
(rrr) respecting the media, format, preparation, amendment, form, content, execution, certification, dissemination, sending, delivery, filing, use, review and approval of all documents required under or governed by this Act, the regulations or the rules;
(rrr.1) prescribing the circumstances in which persons shall be deemed to have delivered or sent documents or information required under or governed by this Act, the regulations or the rules;
(sss) permitting or requiring, or varying this Act to permit or require methods of filing or delivery, to or by the Commission, issuers, registrants, security holders or others, of documents, information or other communications required under or governed by New Brunswick securities law;
(ttt) varying the requirements under this Act to permit or require the use of an electronic or computer-based system for the filing, delivery or deposit of documents or information required under or governed by this Act, the regulations or the rules;
(uuu) establishing requirements for and procedures in respect of the use of an electronic or computer-based system for the filing, delivery or deposit of documents or information;
(vvv) providing for electronic signatures for the signing of documents and prescribing the circumstances under which persons shall be deemed to have signed or certified documents on an electronic or computer-based system for any purpose of this Act, the regulations or the rules;
(www) respecting exemptions from any requirement of this Act, the regulations or the rules or any provision of this Act, the regulations or the rules;
(www.1) respecting the circumstances under which and the conditions on which exemptions referred to in paragraph (www) apply, including without limiting the generality of the foregoing, circumstances and conditions
(i) relating to the laws of another jurisdiction or relating to an exemption from a requirement of those laws granted by a securities regulatory authority in that jurisdiction, or
(ii) that apply to a person or a class of persons designated by the Commission;
(xxx) respecting the circumstances under which or the conditions on which any or all of the exemptions under this Act, the regulations or the rules do not apply;
(yyy) varying any of the requirements of Part 5 or 10 or section 78, 82, 88 or 149;
(zzz) prescribing any time period in this Act and providing for exemptions from or varying any time period in this Act;
(aaaa) prescribing anything that, by this Act, is to be prescribed by regulation;
(bbbb) respecting anything that, by this Act, is to be required by the regulations;
(cccc) defining any word or expression used in this Act but not defined in this Act for the purposes of this Act, the regulations or the rules;
(dddd) respecting any other matter or thing necessary or advisable to carry out the intent of this Act.
200(2)The Lieutenant-Governor in Council may make regulations
(a) Repealed: 2007, c.38, s.194
(b) Repealed: 2007, c.38, s.194
(c) Repealed: 2007, c.38, s.194
(d) respecting the practice and procedure that are to be followed by the Commission in making, amending and repealing rules;
(e) respecting the form and content of a notice of a rule to be published in The Royal Gazette under paragraph 201(1)(b);
(f) respecting the commencement of rules made by the Commission and the period during which rules made by the Commission are effective.
200(3)The Lieutenant-Governor in Council may, by order, amend or repeal any rule made by the Commission.
200(4)Subject to the approval of the Minister, the Commission, concurrently with making a rule, may make a regulation that amends or repeals any provision of a regulation made by the Lieutenant-Governor in Council under this Act or by the Commission under this subsection that in the opinion of the Commission is necessary or advisable to effectively implement the rule.
200(5)A regulation made under subsection (4) is not effective before the rule referred to in that subsection comes into force.
200(6)Subject to subsection (5), a regulation made under subsection (4) may be retroactive in its operation.
200(7)A regulation or rule authorized by this section may incorporate by reference, in whole or in part, any laws, any by-laws or other regulatory instruments or any codes, standards, procedures or guidelines as they are amended from time to time before or after the making of the regulation or the rule or as they read at a fixed time and may require compliance with any law, any by-law or other regulatory instrument or any code, standard, procedure or guideline so incorporated.
200(8)Regulations or rules may vary for or be made in respect of different persons, matters or things or different classes or categories of persons, matters or things.
200(9)A regulation or a rule may be general or particular in its application, may be limited as to time or place or both and may exclude any place from the application of the regulation or rule.
200(10)A regulation or rule may authorize the Commission or the Executive Director to grant an exemption to it or to revoke any such exemption.
200(11)An exemption or a revocation of an exemption may be granted in whole or in part and may be granted subject to conditions or restrictions.
200(12)The Regulations Act does not apply to the rules.
200(13)If there is a conflict or an inconsistency between a regulation made by the Lieutenant-Governor in Council under this Act and a rule, the regulation prevails but in all other respects a rule has the same force and effect as a regulation.
2007, c.38, s.194
Regulations and rules
200(1)The Lieutenant-Governor in Council may make regulations and the Commission may make rules
(a) respecting the application for registration and the renewal, amendment or reinstatement of registration;
(b) respecting the voluntary surrender, cancellation or expiration of registration and the obligations of a former registrant following the voluntary surrender, cancellation or expiration of registration;
(c) respecting the suspension of registration and the obligations of suspended registrants;
(d) prescribing categories or subcategories of registrants and classifying registrants into categories or subcategories;
(e) respecting the terms and conditions of registration or other requirements in relation to registrants or any category or subcategory of registrants, including without limiting the generality of the foregoing,
(i) standards of practice and business conduct of registrants in dealing with their clients and prospective clients,
(ii) requirements that are advisable for the prevention or regulation of conflicts of interest, and
(iii) requirements in respect of membership in a self-regulatory organization;
(f) extending any requirements under subparagraph (e)(i) to unregistered directors, partners, employees, salespersons and officers of registrants;
(g) prescribing requirements in respect of the residence in New Brunswick or Canada of registrants;
(h) prescribing requirements in respect of the ownership or control of registrants, requiring notification to the Commission by a registrant or other person of a proposed change in ownership or control of a registrant and authorizing the Commission to make an order that a proposed change may not be effected before a decision by the Commission as to whether it will exercise its powers under paragraph 184(1)(a) or (b) as a result of the proposed change;
(i) respecting requirements for the notification by a registrant in the form required by the Commission of any specified event or change and the reasons for any such event or change;
(j) prescribing standards for registrants in relation to the suitability for certain investors of certain securities;
(k) respecting requirements for the disclosure or provision of information or material to the public, the Commission or the Executive Director by registrants, including without limiting the generality of the foregoing, authorizing the Commission to require the provision of such information or material as the Commission considers appropriate in the form it requires;
(l) varying the requirements under this Act in respect of the disclosure or provision of information or material to the public, the Commission or the Executive Director by registrants;
(m) respecting requirements in relation to the books, records and documents required by subsection 162(1) to be kept by market participants, including without limiting the generality of the foregoing, the form in which and the period for which the books, records and documents are to be kept;
(n) respecting auditing requirements in relation to registrants, including without limiting the generality of the foregoing, requirements with respect to the appointment of auditors, the conduct of audits and the preparation of reports by auditors;
(o) respecting requirements for the filing with the Commission or provision to the Commission by registrants of financial statements and auditors’ reports;
(p) prescribing the conditions and circumstances under which a person who is a corporation may undertake the duties, responsibilities and activities that a person who is a registrant and a shareholder of the corporation is authorized to undertake by virtue of being a registrant, including without limiting the generality of the foregoing, the establishment of a scheme for the registration of the corporation and the category of that registration;
(q) imposing liability on a registrant who is a dealer or adviser for the acts or omissions prescribed under paragraph (u) of a corporation that is a registrant under a scheme established under paragraph (p) where the dealer or adviser has a prescribed contractual relationship with the corporation;
(r) imposing liability on a person who is a registrant and a shareholder of a corporation for acts or omissions of the corporation if the corporation that performs the acts or fails to perform the acts is a registrant under a scheme established under paragraph (p);
(s) prescribing the terms and conditions under which a person who is in a contractual relationship with a dealer is deemed to be an employee of the dealer for the purposes of New Brunswick securities law and deemed to be qualified for registration as a salesperson, partner or officer of the dealer;
(t) imposing liability on a registrant who is a dealer for the acts and omissions prescribed under paragraph (v) of a person deemed to be an employee of the dealer under a regulation or rule made under paragraph (s);
(u) prescribing the acts or omissions of a corporation for which a registrant who is a dealer or adviser is liable;
(v) prescribing the acts or omissions of a person deemed to be an employee of a dealer for which a registrant who is a dealer is liable;
(w) prescribing requirements for control persons;
(x) respecting requirements for calling at or telephoning to residences for the purposes of trading in securities;
(y) prescribing requirements in respect of representations relating to the future value or price of a security;
(z) regulating the listing or trading of publicly traded securities, including without limiting the generality of the foregoing, requiring reporting of trades and quotations;
(aa) regulating an exchange, a self-regulatory organization, a quotation and trade reporting system or a clearing agency recognized by the Commission under section 35;
(bb) regulating trading or advising in securities to prevent trading or advising that is fraudulent, manipulative, deceptive or unfairly detrimental to investors;
(cc) regulating trading or advising in penny stocks, including without limiting the generality of the foregoing, requirements for additional disclosure and suitability for investment;
(dd) regulating scholarship plans and the distribution and trading of the securities of scholarship plans;
(ee) prescribing categories or subcategories of issuers for the purposes of the prospectus requirements under this Act and classifying issuers into categories or subcategories;
(ff) respecting certificates required to be contained in a prospectus, including without limiting the generality of the foregoing,
(i) authorizing the Executive Director to require persons to sign a certificate, subject to such terms and conditions as the Executive Director considers appropriate,
(ii) authorizing the Executive Director to permit the agent of a person who is required to sign a certificate, when the agent is duly authorized in writing, to sign the certificate on behalf of the person, and
(iii) authorizing the Executive Director to permit another person to sign a certificate when the Executive Director is satisfied on evidence or submissions that a person who is required to sign a certificate is for adequate cause not available to sign the certificate;
(gg) respecting, for the purposes of section 78, the continuation of a distribution after the lapse date, including without limiting the generality of the foregoing,
(i) prescribing the terms and conditions under which a distribution may be continued after the lapse date, and
(ii) prescribing the circumstances in which certain purchasers may cancel a trade made after the lapse date;
(hh) varying the requirements under this Act in respect of amendments to prospectuses or preliminary prospectuses or prescribing circumstances under which an amendment to a preliminary prospectus or prospectus must be filed;
(ii) varying the requirements under this Act to facilitate, expedite or regulate the distribution of securities or the issuing of receipts, including without limiting the generality of the foregoing, by establishing
(i) requirements in respect of distributions of securities by means of a prospectus incorporating other documents by reference,
(ii) requirements in respect of distributions of securities by means of a simplified or summary prospectus or other form of disclosure document,
(iii) requirements in respect of distributions of securities on a continuous or delayed basis,
(iv) requirements in respect of pricing of distributions of securities after the issuance of a receipt for the prospectus filed in relation to the securities,
(v) procedures for the issuing of receipts for prospectuses after expedited or selective review,
(vi) provisions for the incorporation by reference of certain documents in a prospectus and the effect, including from a liability and evidentiary perspective, of modifying or superseding statements,
(vii) provisions for eligibility requirements to obtain a receipt for, or distribute under, a particular form of prospectus and the loss of that eligibility, and
(viii) provisions for varying withdrawal rights;
(jj) respecting the circumstances under which the Executive Director must refuse to issue a receipt for a prospectus and varying the circumstances under this Act when the Executive Director must refuse to issue a receipt for a prospectus;
(kk) prescribing periods in which receipts for prospectuses are effective and the circumstances in which receipts may be revoked or deemed to be void;
(ll) respecting requirements for the escrow of securities in connection with distributions;
(mm) prescribing circumstances under which an issuer must provide information to a person to enable a distribution of previously issued securities of the issuer;
(nn) prescribing activities, including the use of documents or advertising, in which registrants or issuers are permitted to engage or are prohibited from engaging in connection with distributions;
(oo) prescribing which distributions and trading in relation to the distributions are distributions and trading outside New Brunswick;
(pp) prescribing reporting requirements in respect of a trade made in reliance on an exemption under the regulations or the rules from section 71;
(qq) respecting the circumstances under which a trade or type of trade that would not otherwise be a distribution shall be a distribution;
(rr) respecting the application of sections 88 and 149;
(ss) respecting requirements in relation to the preparation and dissemination and other use, by reporting issuers, of documents providing for continuous disclosure that are in addition to the requirements under this Act, including without limiting the generality of the foregoing, requirements in relation to
(i) an annual report,
(ii) an annual information form, and
(iii) supplemental analysis of financial statements;
(tt) requiring issuers or other persons to comply, in whole or in part, with Part 7 or regulations or rules made under paragraph (ss);
(uu) respecting the circumstances under which an issuer or class of issuers that would not otherwise be a reporting issuer shall be a reporting issuer;
(vv) respecting the voluntary surrender of reporting issuer status;
(ww) respecting minimum requirements in relation to the governance of reporting issuers;
(xx) respecting requirements in relation to financial accounting, reporting and auditing for the purposes of this Act, the regulations and the rules, including without limiting the generality of the foregoing,
(i) defining accounting principles and auditing standards acceptable to the Commission,
(ii) financial reporting requirements for the preparation and dissemination of future-oriented financial information and pro forma financial statements,
(iii) standards of independence and other qualifications for auditors,
(iv) requirements respecting a change in auditors by a reporting issuer or a registrant,
(v) requirements respecting a change in the financial year of an issuer or in an issuer’s status as a reporting issuer under this Act, and
(vi) defining auditing standards for attesting to and reporting on a reporting issuer’s internal controls;
(yy) respecting requirements for the validity and solicitation of proxies and varying any requirements under this Act in relation to the validity and solicitation of proxies;
(zz) providing for the application of Part 7 and Part 8 in respect of registered holders or beneficial owners of voting securities or equity securities of reporting issuers or other persons on behalf of whom the securities are held, including in respect of reporting issuers, clearing agencies recognized by the Commission under paragraph 35(1)(d), registered holders, registrants and other persons who hold securities on behalf of persons but who are not the registered holders;
(aaa) regulating take-over bids, issuer bids, insider bids, going-private transactions and related party transactions, including without limiting the generality of the foregoing,
(i) varying any of the requirements of Part 9,
(ii) prescribing manners of disseminating advertisements in accordance with subsection 125(7),
(iii) prescribing requirements in respect of issuer bids, insider bids, going-private transactions and related party transactions, for disclosure, valuations, review by independent committees of boards of directors and approval by minority security holders, and
(iv) prescribing requirements respecting defensive tactics in connection with take-over bids;
(bbb) respecting insider trading, self-dealing and conflicts of interest in relation to insider trading and self-dealing;
(ccc) prescribing requirements in relation to the determination of the market value, the market price or the closing price of a security and authorizing the Commission to make that determination;
(ddd) prescribing standards or criteria for determining when a material fact or material change has been generally disclosed;
(eee) regulating mutual funds and non-redeemable investment funds and the distribution and trading of the securities of the funds, including without limiting the generality of the foregoing,
(i) prescribing disclosure requirements in respect of the funds and requiring or permitting the use of particular forms or types of additional offering or other documents in connection with the funds,
(ii) prescribing permitted investment policy and investment practices for the funds and prohibiting or restricting certain investments or investment practices for the funds,
(iii) prescribing requirements governing the custodianship of assets of the funds,
(iv) prescribing minimum initial capital requirements for any of the funds making a distribution and prohibiting or restricting the reimbursement of costs in connection with the organization of a fund,
(v) prescribing matters affecting any of the funds that require the approval of security holders of the fund, the Commission or the Executive Director, including, in the case of security holders, the level of approval,
(vi) prescribing requirements in relation to the determination of the net asset value of mutual funds and authorizing the Commission to make that determination,
(vii) prescribing requirements in respect of the content and use of sales literature, sales communications or advertising relating to the funds or the securities of funds,
(viii) designating mutual funds as private mutual funds and prescribing requirements for private mutual funds,
(ix) respecting sales charges imposed by a distribution company or contractual plan service company under a contractual plan on purchasers of shares or units of a mutual fund, and commissions or sales incentives to be paid to registrants in connection with the securities of a mutual fund,
(x) prescribing the circumstances under which a planholder under a contractual plan has the right to withdraw from the contractual plan,
(xi) prescribing procedures applicable to mutual funds, registrants and any other person in respect of sales and redemptions of mutual fund securities and payments for sales and redemptions, and
(xii) prescribing requirements in relation to promoters, advisers or persons who administer or participate in the administration of the affairs of mutual funds or non-redeemable investment funds;
(fff) respecting fees payable by an issuer to an adviser as consideration for investment advice, alone or together with administrative or management services provided to a mutual fund or non-redeemable investment fund;
(ggg) respecting requirements relating to the qualification of a registrant to act as an adviser to a mutual fund or non-redeemable investment fund;
(hhh) regulating commodity pools, including without limiting the generality of the foregoing,
(i) prescribing disclosure requirements in respect of commodity pools and requiring or permitting the use of particular forms or types of additional offering or other documents in connection with commodity pools,
(ii) prescribing requirements in relation to promoters, advisers and persons who administer or participate in the administration of the affairs of commodity pools,
(iii) prescribing standards in relation to the suitability of investors in commodity pools,
(iv) prohibiting or restricting the payment of fees, commissions or compensation by commodity pools or holders of securities of commodity pools and restricting the reimbursement of costs in connection with the organization of commodity pools,
(v) prescribing requirements with respect to the voting rights of security holders, and
(vi) prescribing requirements in respect of the redemption of securities of a commodity pool;
(iii) regulating derivatives, including without limiting the generality of the foregoing,
(i) prescribing disclosure requirements and requiring or prohibiting the use of particular forms or types of offering documents or other documents, and
(ii) prescribing requirements that apply to mutual funds, non-redeemable investment funds, commodity pools or other issuers;
(jjj) varying the application of this Act to foreign issuers to facilitate distributions, compliance with requirements applicable or relating to reporting issuers and the making of take-over bids, issuer bids, insider bids, going-private transactions and related party transactions where the foreign issuers are subject to requirements of the laws of other jurisdictions that the Commission considers are adequate in light of the purposes and principles of this Act;
(kkk) respecting requirements in relation to reverse take-overs, including without limiting the generality of the foregoing, requirements for disclosure that are substantially equivalent to that provided by a prospectus;
(lll) respecting the designation or recognition of any person or jurisdiction if advisable for the purposes of this Act, the regulations or the rules, including without limiting the generality of the foregoing,
(i) recognizing an exchange, a self-regulatory organization, a quotation and trade reporting system or a clearing agency for any of the purposes of this Act, the regulations or the rules, and
(ii) designating for the purposes of this Act, the regulations or the rules jurisdictions whose requirements are substantially similar to the requirements of any provision of this Act or jurisdictions that require substantially the same information or material to be filed as is required to be filed under any provision of this Act;
(mmm) respecting the practice and procedure for investigations under Part 13;
(nnn) respecting, for the purposes of paragraph 177(1)(c), permitted disclosure of information or evidence obtained pursuant to an investigation under Part 13;
(ooo) prescribing fees and expenses, or limits on fees and expenses, for the purposes of section 167, 169 or 185;
(ppp) prescribing the fees payable for the purposes of this Act, in connection with the administration of New Brunswick securities law or for services provided by the Commission or the Executive Director;
(qqq) providing for the collection by an exchange or self-regulatory organization that has been delegated a power or duty of the Commission or the Executive Director under section 41 of fees payable to the Commission or Executive Director and for their remission to the Commission or Executive Director;
(rrr) respecting the media, format, preparation, amendment, form, content, execution, certification, dissemination, sending, delivery, filing, use, review and approval of all documents required under or governed by this Act, the regulations or the rules;
(sss) varying the requirements under this Act to permit or require methods of filing or delivery, to or by the Commission, issuers, registrants, security holders or others, of documents, information or other communications required under or governed by New Brunswick securities law;
(ttt) varying the requirements under this Act to permit or require the use of an electronic or computer-based system for the filing, delivery or deposit of documents or information required under or governed by this Act, the regulations or the rules;
(uuu) establishing requirements for and procedures in respect of the use of an electronic or computer-based system for the filing, delivery or deposit of documents or information;
(vvv) prescribing the circumstances under which persons shall be deemed to have signed or certified documents on an electronic or computer-based system for any purpose of this Act;
(www) respecting exemptions from any requirement of this Act, the regulations or the rules or any provision of this Act, the regulations or the rules, including without limiting the generality of the foregoing, the circumstances under which and the conditions on which any such exemption applies;
(xxx) respecting the circumstances under which or the conditions on which any or all of the exemptions under this Act, the regulations or the rules do not apply;
(yyy) varying any of the requirements of Part 5 or 10 or section 78, 82, 88 or 149;
(zzz) prescribing any time period in this Act and providing for exemptions from or varying any time period in this Act;
(aaaa) prescribing anything that, by this Act, is to be prescribed by regulation;
(bbbb) respecting anything that, by this Act, is to be required by the regulations;
(cccc) defining any word or expression used in this Act but not defined in this Act for the purposes of this Act, the regulations or the rules;
(dddd) respecting any other matter or thing necessary or advisable to carry out the intent of this Act.
200(2)The Lieutenant-Governor in Council may make regulations
(a) governing conflicts of interest for members of the Commission and its employees;
(b) authorizing the Minister or the Commission to require a person to dispose of a security acquired as a result of an intentional or accidental violation of any provision of a regulation made under paragraph (a);
(c) respecting the practice and procedure for hearings permitted or required under this Act, the regulations or the rules;
(d) respecting the practice and procedure that are to be followed by the Commission in making, amending and repealing rules;
(e) respecting the form and content of a notice of a rule to be published in The Royal Gazette under paragraph 201(1)(b);
(f) respecting the commencement of rules made by the Commission and the period during which rules made by the Commission are effective.
200(3)The Lieutenant-Governor in Council may, by order, amend or repeal any rule made by the Commission.
200(4)Subject to the approval of the Minister, the Commission, concurrently with making a rule, may make a regulation that amends or repeals any provision of a regulation made by the Lieutenant-Governor in Council under this Act or by the Commission under this subsection that in the opinion of the Commission is necessary or advisable to effectively implement the rule.
200(5)A regulation made under subsection (4) is not effective before the rule referred to in that subsection comes into force.
200(6)Subject to subsection (5), a regulation made under subsection (4) may be retroactive in its operation.
200(7)A regulation or rule authorized by this section may incorporate by reference, in whole or in part, any by-laws or other regulatory instruments or any codes, standards, procedures or guidelines as they are amended from time to time before or after the making of the regulation or the rule or as they read at a fixed time and may require compliance with any by-law or other regulatory instrument or any code, standard, procedure or guideline so incorporated.
200(8)Regulations or rules may vary for different persons, matters or things or different classes or categories of persons, matters or things.
200(9)A regulation or a rule may be general or particular in its application, may be limited as to time or place or both and may exclude any place from the application of the regulation or rule.
200(10)A regulation or rule may authorize the Commission or the Executive Director to grant an exemption to it or to revoke any such exemption.
200(11)An exemption or a revocation of an exemption may be granted in whole or in part and may be granted subject to conditions or restrictions.
200(12)The Regulations Act does not apply to the rules.
200(13)If there is a conflict or an inconsistency between a regulation made by the Lieutenant-Governor in Council under this Act and a rule, the regulation prevails but in all other respects a rule has the same force and effect as a regulation.