.png){kind=small}
C.C.S.M. c. S50
The Securities Act
Table of Contents
| 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 | |
| (1.4) | Purchase and sale of a derivative | |
| (1.5) | Commission orders re derivative | |
| (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 | 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 | Chief executive officer | |
| (2) | Absence of chair | |
| (3) | Members | |
| (4) | Delegation | |
| (5) | Review | |
| 4 | Functions of Director | |
| (2) | Limits on delegation | |
| (3) | Director is chief administrative officer | |
| (4) | Deputy Directors | |
| (5) | Signing of orders | |
| 5 | Rules as to hearings | |
| (2) | Record of evidence | |
| (3) | Hearing under delegated power | |
| PART II | ||
| REGISTRATION | ||
| 6 | Persons who must be registered | |
| (2) to (6) | [Repealed] | |
| (7) | [Repealed] | |
| (8) | Registrant must comply with terms and conditions | |
| (9) | Registration in accordance with Act | |
| (10) | [Repealed] | |
| (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 | Registration by Director | |
| (2) | Refusal of registration | |
| (3) | Director's authority to impose terms on registration | |
| (4) | [Repealed] | |
| (5) | Stockbrokers | |
| (6) | [Repealed] | |
| (7) | Suspending or cancelling registration | |
| 8 | Fitness hearings | |
| (2) | Interim suspension | |
| 9 and 10 | [Repealed] | |
| 11 | Address for service | |
| 12 | Further information | |
| 13 | Appointment of experts | |
| (2) | Submission of documents to experts | |
| (3) | Payment for services | |
| 14 | Requirement of residence | |
| (2) | Definition | |
| (3) | Servicemen and students | |
| 15 | Notice of status to director | |
| 15.1 | Surrender of registration | |
| (2) | Action by Director when surrender not accepted | |
| 16 | [Repealed] | |
| 17 | Refunds | |
| 18 | [Repealed] | |
| 19 | Trades exempt from registration | |
| (2) | Trading exempted from registration | |
| (3) and (4) | [Repealed] | |
| (5) | Removal of exemptions | |
| (6) | Hearing | |
| (7) | Notice of temporary order | |
| (8) | Loss of private company status | |
| 20 | Exemption by commission | |
| (2) | Publication of order or notice | |
| (3) | Statutes and Regulations Act does not apply | |
| (4) | Proof of order | |
| 21 | Real Estate Brokers Act | |
| PART III | ||
| INVESTIGATION AND ACTION BY COMMISSION |
||
| 21.1 | Designation of staff members as investigators | |
| (2) | General authority of investigator | |
| (3) | Assistance | |
| (4) | Decision not reviewable | |
| (5) | Not a section 22 investigation | |
| 22 | 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 | Non-disclosure | |
| (2) | Exceptions | |
| 25 | Reporting to minister | |
| 26 | Interim preservation of property | |
| (2) | Direction applies only to branches identified | |
| (3) | Exclusions | |
| (4) | Clarification, variation or revocation | |
| (5) | Registration against land | |
| 27 | 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 | Costs of an investigation | |
| (2) | Suspension of registration | |
| PART IV | ||
| APPEALS | ||
| 29 | Review of Director's action | |
| (2) | Power on review | |
| (3) | Reference by Director to commission | |
| 30 | Appeal to The Court of Appeal | |
| (1.1) | Leave to appeal | |
| (2) | [Repealed] | |
| (3) | Time for appeal | |
| (4) | [Repealed] | |
| (5) | Commission party to appeal | |
| (6) | Powers of Court on appeal | |
| (7) | Commission may make further direction | |
| (8) | Stay pending appeal | |
| 31 | 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 | Recognition of self-regulatory organization | |
| (1.1) | Terms and conditions | |
| (2) | Hearing | |
| (3) | Recognized organization to regulate members | |
| (4) | Commission's powers | |
| 31.2 | Conflict with securities law | |
| 31.3 | Suspension or cancellation of recognition | |
| (2) | Temporary order without hearing | |
| 31.4 | Voluntary surrender of recognition | |
| 31.5 | Assignment of powers and duties by commission | |
| (2) | Assignment of powers and duties by Director | |
| (3) | Variation or revocation of assignment | |
| 31.5.1 | Review of self-regulatory organization's decision | |
| (2) | Application of Part IV | |
| (3) | Rights of enforcement staff | |
| 31.5.2 | Registering decision in Court of Queen's Bench | |
| (2) | Effect of registering decision or order | |
| 31.5.3 | Immunity for self-regulatory organizations | |
| PART IV.2 | ||
| TRADE REPOSITORIES AND CLEARING AGENCIES |
||
| 31.6 | Designation of trade repository | |
| (2) | Terms and conditions | |
| 31.7 | Prohibition re clearing agencies | |
| (2) | Recognition of clearing agency | |
| (3) | Terms and conditions | |
| 31.8 | Hearing | |
| 31.9 | Commission's powers | |
| 31.10 | Conflict with securities law | |
| 31.11 | Suspension or cancellation of recognition or designation | |
| (2) | Temporary order without hearing | |
| 31.12 | Voluntary surrender of recognition or designation | |
| PART V | ||
| AUDITS | ||
| 32 | Auditor of self-regulatory organization, exchange, trade repository and clearing agency | |
| (2) | Auditor of member | |
| 33 | Examination and report | |
| (2) | Approval by commission | |
| 34 | 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 | Commission may make audits | |
| (2) | Access to books | |
| (3) | Fees | |
| PART VI | ||
| 36 | [Repealed] | |
| PART VII | ||
| TRADING IN THE COURSE OF PRIMARY DISTRIBUTION TO THE PUBLIC |
||
| 37 | 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 | [Repealed] | |
| 40 | Defective preliminary prospectus | |
| 41 | Prospectus | |
| (2) | Form and content | |
| (3) | Supplemental material | |
| 42 | Additional information | |
| 43 to 56 | [Repealed] | |
| 57 | Limitation on materials distributed | |
| 58 | Section 37 not applicable to certain trades | |
| (2) | [Repealed] | |
| (3) | Section 37 not applicable to certain securities | |
| (4) | [Repealed] | |
| 59 | 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 | Order to provide information re distribution | |
| (2) | Using information provided under an order | |
| (3) | Exemption orders | |
| 61 | 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 | Orders to cease trading | |
| (2) | Hearing | |
| (3) | Notice | |
| 63 | [Repealed] | |
| 64 | [Repealed] | |
| 65 | Cancelling certain security purchases | |
| 66 | [Repealed] | |
| PART VIII | ||
| TRADING IN SECURITIES AND DERIVATIVES GENERALLY |
||
| 67 | [Repealed] | |
| 68 | Calling at or telephoning residence | |
| (2) | Exemption | |
| (3) | Definition of "residence" | |
| (4) | Definition of "person" | |
| 69 | Prohibition of representations | |
| (1.1) | Representation prohibited — derivatives | |
| (2) | Promises | |
| (3) | Representation re listing | |
| (4) | Exception | |
| 70 to 73 | [Repealed] | |
| 74 | Representations as to registration | |
| 74.1 | Certain misrepresentations prohibited | |
| 75 | [Repealed] | |
| 76 | Representations about commission approval | |
| 77 | Margin contracts | |
| (2) | Exercise of option | |
| 78 | Declaration as to short position | |
| 79 | 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 VIII.1 | ||
| TRADING IN DERIVATIVES | ||
| 79.1 | Disclosure document — designated derivative | |
| (2) | Exception | |
| (3) | Acceptance of disclosure document | |
| (4) | Opportunity to be heard | |
| (5) | Part VII not applicable | |
| 79.2 | Deemed to be securities for certain purposes | |
| (2) | Not void for failure to comply with Act, etc. | |
| PART IX | ||
| TAKE-OVER BIDS | ||
| 80 | Definitions | |
| 81 to 85 | [Repealed] | |
| 86 | Making a bid | |
| 87 to 89 | [Repealed] | |
| 90 | Directors' recommendation re bid | |
| (2) | Individual recommendation re bid | |
| 91 to 94 | [Repealed] | |
| 95 | Application to the commission for a remedial order | |
| (2) | Application to the commission for an exemption | |
| 96 | Application to the court for remedial order | |
| (2) | Director must be given notice and hearing | |
| 97 to 99 | [Repealed] | |
| PART X | ||
| PROXIES AND PROXY SOLICITATION | ||
| 100 | [Repealed] | |
| 101 | Reporting issuer to comply with proxy regulations | |
| 102 | [Repealed] | |
| 103 | (1) | [Repealed] |
| (2) | Conflict | |
| (3) | [Repealed] | |
| 104 | [Repealed] | |
| 105 | Where vote by ballot not required | |
| 106 | Undertakings | |
| (2) | Refusal of receipt | |
| (3) | [Repealed] | |
| 107 | [Repealed] | |
| PART XI | ||
| INSIDER TRADING | ||
| 108 | Interpretation | |
| 108.1 | Designating a person or company as an insider | |
| 109 | Insider reports | |
| 110 | Reports may be inspected | |
| (2) | Publication of summary | |
| 111 | [Repealed] | |
| 111.1 | Meaning of "control or direction over a security" | |
| (2) | Early warning | |
| 112 | Definitions | |
| (1.1) | Security | |
| (2) | Trading with knowledge of undisclosed information | |
| (3) | Tipping | |
| 112.1 | Prohibition on early disclosure of material information | |
| 112.2 | Defences re sections 112 and 112.1 | |
| 112.3 | Misleading or untrue statements | |
| (2) | No statutory right of action for damages | |
| 113 | Liability for non-disclosure | |
| (2) | Liability for tipping | |
| (2.1) | Defences to liability for tipping | |
| (3) | Liability for using inside information about mutual funds or managed portfolios | |
| (4) | Accountability for benefit or advantage | |
| (5) | Joint and several liability | |
| (6) | Measure of damages | |
| (7) and (8) | [Repealed] | |
| 114 | Order to commence action for accounting | |
| (2) | Grounds for making order | |
| (3) | Notice to issuer and commission | |
| (4) | Order requiring issuer to co-operate | |
| 115 | [Repealed] | |
| 116 | Exemption and extension orders | |
| 117 | Undertakings | |
| (2) | Refusal of receipt | |
| PART XII | ||
| FINANCIAL DISCLOSURE | ||
| 118 and 119 | [Repealed] | |
| 120 | Documents to be filed | |
| 121 to 130 | [Repealed] | |
| 131 | Exemption from requirements | |
| 132 | Undertakings | |
| 133 | Refusal of receipt | |
| 134 | Inspection of filed material | |
| 135 | [Repealed] | |
| PART XIII | ||
| OFFENCES AND PENALTIES | ||
| 136 | General offences | |
| (2) | Defence | |
| (3) | Directors and officers | |
| (4) | Contravention of subsection 112(2) or (3) or section 112.1 | |
| (5) | Definition | |
| 137 | Time limitation | |
| 138 | More than one offence | |
| (2) | Continuing offence | |