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The Securities Act

C.C.S.M. c. S50

The Securities Act

1(1) Definitions
(1.1) Meaning of "regulations" in certain provisions
(1.2) Commission orders re reporting issuer
(1.3) Effect of issuer exchanging shares with a reporting issuer
(2) Affiliated companies
(3) Controlled companies
(4) Subsidiary company
(5) Holding companies
(6) Beneficial ownership of securities
(7) Deemed ownership by company
PART I
SECURITIES COMMISSION
2(1) Commission continued
(2) Chair and vice-chair
(3) Administration of Act
(4) Quorum
(5) Sittings
(6) Separate sittings
(7) Choice of members
(8) Evidence out of Manitoba
(9) Commission may add members
3(1) Chief executive officer
(2) Absence of chair
(3) Members
(4) Delegation
(5) Review
4(1) Functions of Director
(2) Limits on delegation
(3) Director is chief administrative officer
(4) Deputy Directors
(5) Signing of orders
5(1) Rules as to hearings
(2) Record of evidence
(3) Hearing under delegated power
PART II
REGISTRATION
6(1) Persons who must be registered
(2) to (6)
(7)
(8) Registrant must comply with terms and conditions
(9) Registration in accordance with Act
(10)
(11) Suspension
(12) Separate registration of certain persons not required
(13) Adding new partner, officer or branch manager
(14) Termination of salesperson's employment
(14.1) Director's discretion re transfer of registration
(15) Non-trading employees
7(1) Registration by Director
(2) Refusal of registration
(3) Director's authority to impose terms on registration
(4)
(5) Stockbrokers
(6)
(7) Suspending or cancelling registration
8(1) Fitness hearings
(2) Interim suspension
9 and 10
11 Address for service
12 Further information
13(1) Appointment of experts
(2) Submission of documents to experts
(3) Payment for services
14(1) Requirement of residence
(2) Definition
(3) Servicemen and students
15 Notice of status to director
15.1(1) Surrender of registration
(2) Action by Director when surrender not accepted
16
17 Refunds
18
19(1) Trades exempt from registration
(2) Trading exempted from registration
(3) and (4)
(5) Removal of exemptions
(6) Hearing
(7) Notice of temporary order
(8) Loss of private company status
20(1) Exemption by commission
(2) Publication of notice
(3) Regulations Act not to apply
21 Real Estate Brokers Act
PART III
INVESTIGATION AND ACTION BY COMMISSION
21.1(1) Designation of staff members as investigators
(2) General authority of investigator
(3) Assistance
(4) Decision not reviewable
(5) Not a section 22 investigation
22(1) Investigation of probable contravention or offence
(2) Order for investigation
(3) Scope of investigation
(4) Powers
(5) Counsel
(6) Seizure of property
(7) Inspection or return of property
(8) Accountants and other experts
(9) Inspection of property
(10) Report of investigation
(11) Meaning of "investigation"
23 Investigation under order of minister
24(1) Non-disclosure
(2) Exceptions
25 Reporting to minister
26(1) Order to hold funds
(2) Application for direction
(3) Notice to district registrars
27(1) Application for appointment of receiver
(2) Appointment
(3) Application without notice
(4) Powers of receiver
(5) Enforcement of order
(6) Rules of practice to apply
28(1) Costs of an investigation
(2) Recovery of costs
PART IV
APPEALS
29(1) Review by commission
(2) Power on review
(3) Reference by Director to commission
30(1) Appeal to The Court of Appeal
(1.1) Leave to appeal
(2)
(3) Time for appeal
(4)
(5) Commission party to appeal
(6) Powers of Court on appeal
(7) Commission may make further direction
(8) Stay pending appeal
31(1) Submission of question of law
(2) Service on persons concerned
(3) Service on other persons interested
(4) Effect of court's decision
PART IV.1
SELF-REGULATORY ORGANIZATIONS
31.1(1) Recognition of self-regulatory organization
(2) Hearing
(3) Recognized organization to regulate members
(4) Commission's powers
31.2 Conflict with securities law
31.3(1) Suspension or cancellation of recognition
(2) Temporary order without hearing
31.4 Voluntary surrender of recognition
31.5(1) Assignment of powers and duties by commission
(2) Assignment of powers and duties by Director
(3) Variation or revocation of assignment
PART V
AUDITS
32(1) Auditor of self-regulatory organization or stock exchange
(2) Auditor of member
33(1) Examination and report
(2) Approval by commission
34(1) Recordkeeping and annual financial statements
(1.1) Deadline for filing annual financial statement
(2) Extended meaning of "registrant"
(3) Preparing and filing auditor's report
(4) Variation
35(1) Commission may make audits
(2) Access to books
(3) Fees
PART VI
36
PART VII
TRADING IN THE COURSE OF PRIMARY DISTRIBUTION TO THE PUBLIC
37(1) Prohibition as to trading
(1.1) Voluntary filing of non-offering prospectus
(1.2) Receipt for voluntary non-offering prospectus
(2) Receipt for preliminary prospectus
38 Communication about preliminary prospectus
39
40 Defective preliminary prospectus
41(1) Prospectus
(2) Form and content
(3) Supplemental material
42 Additional information
43 to 56
57 Limitation on materials distributed
58(1) Section 37 not applicable to certain trades
(2)
(3) Section 37 not applicable to certain securities
(4)
59(1) Application for determination
(2) Deeming trade not in primary distribution
(3) Ruling that registration not required
(4) Determination of conclusion
(5) No suspension of order
60(1) Order to provide information re distribution
(2) Using information provided under an order
(3) Exemption orders
61(1) When receipt for a prospectus must be issued
(2) Specific circumstances when a receipt must not be issued
(3) Giving prospectus filer an opportunity to be heard
62(1) Orders to cease trading
(2) Hearing
(3) Notice
63
64
65 Cancelling certain security purchases
66
PART VIII
TRADING IN SECURITIES GENERALLY
67
68(1) Calling at or telephoning residence
(2) Exemption
(3) Definition of "residence"
(4) Definition of "person"
69(1) Prohibition of representations
(2) Promises
(3) Representation re listing
(4) Exception
70 to 73
74 Representations as to registration
74.1 Certain misrepresentations prohibited
75
76 Representations about commission approval
77(1) Margin contracts
(2) Exercise of option
78 Declaration as to short position
79(1) Voting of shares in name of registrant
(2) Where registrant not to vote shares
(3) Copies of material to be furnished
(4) Voting of shares
(5) Proxies
(6) Shareholders meeting not affected
(7) Voting rights not extended
PART IX
TAKE-OVER BIDS
80 Definitions
81 to 85
86 Making a bid
87 to 89
90(1) Directors' recommendation re bid
(2) Individual recommendation re bid
91 to 94
95(1) Application to the commission for a remedial order
(2) Application to the commission for an exemption
96(1) Application to the court for remedial order
(2) Director must be given notice and hearing
97 to 99
PART X
PROXIES AND PROXY SOLICITATION
100
101 Reporting issuer to comply with proxy regulations
102
103(1)
(2) Conflict
(3)
104
105 Where vote by ballot not required
106(1) Undertakings
(2) Refusal of receipt
(3)
107
PART XI
INSIDER TRADING
108(1) Definitions for Part XI
(2) Interpretation
108.1 Designating a person or company as an insider
109(1) Report by new insider
(2) Report of changes by insider
110(1) Reports may be inspected
(2) Publication of information
111
111.1 Early warning
112(1) Trading where undisclosed change
(2) Tipping
(3) Prohibitions
(4) Defence
(5) Definition
(6) Definition
113(1) Liability for non-disclosure
(2) Liability for tipping
(3) Mutual funds
(4) Accountability for gain
(5) Liability, joint and several
(6) Measure of damages
(7) Definition
(8) Security includes
114(1) Order to commence action
(2) Notice to reporting issuer and commission
(3) Order to require reporting issuer to co-operate
115
116 Exemption and extension orders
117(1) Undertakings
(2) Refusal of receipt
PART XII
FINANCIAL DISCLOSURE
118 and 119
120 Documents to be filed
121 to 130
131 Exemption from requirements
132 Undertakings
133 Refusal of receipt
134 Inspection of filed material
135
PART XIII
OFFENCES AND PENALTIES
136(1) General offences
(2) Defence
(3) Directors and officers
(4) Contravention of 112(1), (2) or (3)
(5) Definition
137 Time limitation
138(1) More than one offence
(2) Continuing offence