C.C.S.M. c. S50
The Securities Act
PART XIV | ||
GENERAL PROVISIONS | ||
139 | (1) | Stock exchanges |
(2) | Powers re stock exchanges | |
140 | Records in stock exchanges | |
140.1 | Meaning of "misrepresentation" in certain sections | |
141 | (1) | Statutory rights — damages re misrepresentation in prospectus |
(2) | Statutory rights — rescission re misrepresentation in prospectus | |
(3) | No action for damages if recission | |
(4) | Defence when securities purchased with knowledge | |
(5) | Other defences | |
(6) | When expert not liable for own report | |
(7) | When others not liable for expert's report | |
(8) | Limit on amount recoverable | |
(9) | Limit on amount recoverable from underwriter | |
(10) | Limit on particular defendant's liability | |
(11) | Joint and severable liability | |
(12) | Rights when no receipt issued for prospectus | |
(13) | Defendant may recover contribution | |
(14) | Rights are in addition to other rights | |
(15) | Deemed misrepresentation | |
141.1 | (1) | Statutory rights — offering memorandum |
(2) | No action for damages if recission | |
(3) | Defences | |
(4) | Exception | |
(5) | Limit on amount recoverable | |
(6) | Damages not recoverable | |
(7) | Joint and severable liability | |
(8) | Defendant may recover contribution | |
(9) | Rights are in addition to other rights | |
(10) | Deemed misrepresentation | |
141.1.1 | (1) | Statutory rights — misrepresentation in take-over bid circular or notice of change or variation |
(2) | Statutory rights — misrepresentation in directors' circular | |
(3) | Application to issuer bid circulars | |
(4) | Defence when security holder has knowledge | |
(5) | Other defences | |
(6) | When expert not liable for own report | |
(7) | When others not liable for expert's report | |
(8) | Limit on particular defendant's liability | |
(9) | Joint and several liability | |
(10) | Defendant may recover contribution | |
(11) | Rights are in addition to other rights | |
(12) | Deemed misrepresentation | |
141.1.2 | Defence to liability for misrepresentation | |
141.2 | Statutory rights — failing to send required document | |
141.3 | (1) | Rescission re offering memorandum |
(2) | Additional ways of rescinding mutual fund purchase | |
(3) | Limit on amount recoverable | |
(4) | Recission re payments to be made | |
(5) | Dealer to reimburse purchaser for sales charges and fees | |
141.4 | (1) | Limitation period re prospectus misrepresentation |
(2) | Limitation period re other rights of action | |
142 | (1) | Protection from liability |
(1.1) | Other persons protected | |
(2) | Liability if complying with Act | |
(3) | Evidence in civil suits | |
143 | (1) | Records of commission |
(2) | Copies of public documents | |
143.1 | Publishing list of defaulting reporting issuers | |
144 | (1) | Service of notices |
(2) | Time of service by registered mail | |
(3) | Time of service by certified mail | |
145 | (1) | Use of government services |
(2) | Commission exempt from certain fees | |
146 | (1) | Orders coming into force in future |
(2) | Interim order | |
147 | Only substantial compliance required | |
147.1 | (1) | Late filing of periodic disclosure |
(2) | Notice of order | |
148 | (1) | Order suspending trading |
(2) | Temporary order | |
(3) | Extension of temporary order | |
(4) | Notice of intention re order or hearing | |
148.1 | (1) | Administrative penalties |
(1.1) | Administrative penalties against others | |
(2) | Administrative penalties are in addition to other sanctions | |
148.2 | (1) | Compensation for financial losses |
(2) | Director's decision not reviewable | |
(3) | Order by commission | |
(4) | Compensation orders against employers and others | |
(5) | Meaning of "employment" | |
(6) | Compensation order is in addition to other sanctions | |
(7) | Court proceedings take precedence | |
(8) | Claimant to inform commission about action | |
(9) | No right of action after hearing begins | |
(10) | Enforcement of order | |
148.3 | (1) | Orders respecting directors and officers |
(2) | Order may be subject to conditions | |
148.4 | (1) | Inter-jurisdictional enforcement |
(2) | Order may be subject to conditions | |
149 | Regulations | |
149.1 | (1) | Commission may make rules |
(2) | Regulation prevails | |
(3) | L.G. in C. may amend or repeal rule | |
(4) | Force and effect of rule | |
(5) | Regulations Act not applicable | |
149.2 | (1) | Publication of rules |
(2) | Effect of publication | |
(3) | Effect of non-publication | |
149.3 | (1) | Evidence Act |
(2) | Application of regulations and rules | |
(3) | Incorporation by reference | |
149.4 | Exemption from a regulation or rule | |
149.5 | (1) | Policy statements |
(2) | Statements not rules or regulations | |
150 | Evidence of certified statements | |
151 | (1) | Warrant issued in another province |
(2) | Prisoner in transit | |
152 | (1) | Order for compliance |
(2) | Repealed | |
(3) | Application without notice | |
(4) | Extension of interim order | |
(5) | Enforcement of order | |
(6) | Rules of court to apply | |
153 | (1) | Forfeiture or cancellation of bond |
(2) | Cancellation of bond | |
(3) | Continuation of bond | |
(4) | Collateral securing bond | |
(5) | Proceedings by Crown | |
(6) | Disposition of proceeds of bond | |
(7) | Remission of bond | |
154 | (1) | Costs |
(2) | Order for payment of costs | |
154.1 | Conflict with The Freedom of Information and Protection of Privacy Act | |
154.2 | (1) | Standards of care for investment fund managers |
(2) | Standards of care for investment portfolio managers | |
(3) | Standards of care for other registrants | |
154.3 | (1) | Oversight of an investment fund |
(2) | Powers and duties of overseeing body | |
154.4 | (1) | Filing advertising |
(2) | Copies must be filed at least seven days before use | |
(3) | Director may prohibit use or require changes | |
PART XV | ||
155 to 157 | Repealed | |
PART XVI | ||
INVESTMENT CONTRACTS | ||
158 | Definition | |
159 | Limitation on issue | |
160 | Requirement for registration | |
161 | Repealed | |
162 | Application of 69(2) | |
PART XVII | ||
INTERJURISDICTIONAL COMPLIANCE | ||
163 | (1) | Definitions |
(2) | Extra-provincial securities commission includes delegate | |
164 | (1) | Delegation and acceptance of authority |
(2) | Exception | |
165 | (1) | Commission may subdelegate |
(2) | Subdelegation of Manitoba authority | |
166 | (1) | Extra-provincial securities laws may be adopted or incorporated |
(2) | Amendment may be adopted or incorporated | |
167 | Exemption orders | |
168 | (1) | Exercise of discretion, interprovincial reliance |
(2) | Hearing not required | |
169 | Regulations | |
170 | (1) | Definitions |
(2) | Immunity re Manitoba authority | |
(3) | Application re immunity | |
171 | (1) | Definitions |
(2) | Immunity re extra-provincial authority | |
(3) | Application of immunity | |
172 | (1) | Definitions |
(2) | Appeal re extra-provincial decision | |
(3) | Extra-provincial securities commission is respondent | |
173 | (1) | Definition |
(2) | Appeal re decision of the commission | |
(3) | Right to appeal in Manitoba | |
PART XVIII | ||
CIVIL LIABILITY FOR SECONDARY MARKET DISCLOSURE | ||
INTERPRETATION AND APPLICATION | ||
174 | Definitions | |
175 | Application | |
LIABILITY | ||
Liability for Secondary Market Disclosure | ||
176 | (1) | Documents released by responsible issuer |
(2) | Persons and companies who may be liable | |
(3) | Public oral statements by responsible issuer | |
(4) | Persons and companies who may be liable | |
(5) | Influential persons | |
(6) | Persons and companies who may be liable | |
(7) | Failure to make timely disclosure | |
(8) | Persons and companies who may be liable | |
(9) | Multiple roles | |
(10) | Multiple misrepresentations | |
(11) | No implied or actual authority | |
Burden of Proof and Defences | ||
177 | (1) | Non-core documents and public oral statements |
(2) | Exception re experts | |
178 | (1) | Failure to make timely disclosure |
(2) | Exception re responsible issuers and others | |
179 | Knowledge of the misrepresentation or material change | |
180 | Reasonable investigation | |
181 | Factors to be considered by the court | |
182 | Confidential disclosure | |
183 | (1) | Forward-looking information |
(2) | Public oral statements | |
(3) | When a document is deemed to be readily available | |
(4) | Exception | |
184 | (1) | Expert report, statement or opinion |
(2) | Expert's consent withdrawn | |
185 | Release of documents | |
186 | Derivative information | |
187 | When corrective action taken | |
DAMAGES | ||
188 | (1) | Assessment of damages — securities acquired |
(2) | Assessment of damages — securities disposed of | |
(3) | Unrelated changes in market price | |
189 | (1) | Proportionate liability |
(2) | Liability of certain defendants | |
(3) | Joint and several liability | |
(4) | Contribution among defendants | |
190 | (1) | Limits on damages |
(2) | When subsection (1) does not apply | |
PROCEDURAL MATTERS | ||
191 | (1) | Leave to proceed |
(2) | Grounds for granting leave | |
(3) | Application must be sent to the commission | |
192 | News release and other notices | |
193 | Restriction on discontinuation, abandonment and settlement of action | |
194 | Costs | |
195 | Power of the commission | |
196 | No derogation from other rights | |
197 | (1) | Limitation periods |
(2) | Period not to run | |
PART XIX | ||
CREDIT RATING ORGANIZATIONS | ||
198 | Definitions | |
199 | (1) | Applying for designation |
(2) | Designation | |
(3) | Cancelling a designation or making changes | |
(4) | Right to hearing | |
200 | Duty to comply with prescribed requirements | |
201 | Commission not involved in credit rating | |
202 | Representations about commission approval | |
PART XX | ||
AUDITOR OVERSIGHT BODIES | ||
203 | Definition | |
204 | (1) | Recognizing auditor oversight bodies |
(2) | Hearing | |
205 | Suspension or cancellation of recognition | |
206 | Voluntary surrender of recognition | |
207 | Commission's powers | |
208 | (1) | Auditor oversight body to regulate members and participants |
(2) | Limitations on duty to regulate | |
209 | Auditor oversight body may adopt rules, standards or policies | |
210 | (1) | Auditor oversight body may require disclosure |
(2) | Auditor oversight body may set time for disclosure | |
(3) | Restriction on disclosure | |
(4) | Privilege preserved | |
211 | Auditor oversight body and personnel not compellable |