v-1.1 - Securities Act

Updated to 9 November 2007

This document has official status.

chapter V-1.1

Securities Act

TITLE I GENERAL PROVISIONS

1982, c. 48; 2001, c. 38, s. 1.

CHAPTER I SCOPE

1. This Act applies to the following forms of investment:

(1)  any security recognized as such in the trade, more particularly, a share, bond, capital stock of an entity constituted as a legal person, or a subscription right or option to purchase;

(2)  an instrument, other than a bond, evidencing a loan of money;

(3)  a deposit of money, whether or not evidenced by a certificate except a deposit received by the Gouvernement du Québec, the Government of Canada, or one of their departments or agencies;

(4)  an option or a negotiable futures contract pertaining to securities, or a Treasury bond futures contract;

(5)  an option on a commodity futures contract or financial instrument futures contract;

(6)  a share in an investment club;

(7)  an investment contract;

(8)  any option negotiable on an organized market;

(9)  any other form of investment determined by regulation of the Government.

An investment contract is a contract whereby a person, having been led to expect profits, undertakes to participate in the risk of a venture by a contribution of capital or loan, without having the required knowledge to carry on the venture or without obtaining the right to participate directly in decisions concerning the carrying on of the venture.

1982, c. 48, s. 1; 1999, c. 40, s. 327; 2001, c. 38, s. 2.

2. The scheme of securities regulation established by this Act and the regulations applies, with the necessary modifications, to the other forms of investment listed in section 1, subject to any express exemption.

1982, c. 48, s. 2.

3. The following forms of investment are exempt from the application of Titles II to VIII, except that mentioned in paragraph 10, which remains subject to Titles V and VII:

(1)  a debt security issued by the Gouvernement du Québec, the Government of Canada or the government of a Canadian province or territory;

(2)  (paragraph repealed);

(3)  a security issued by a non-profit legal person, provided that its distribution entails no remuneration;

(4)  a qualifying share or a debt security issued by a financial services cooperative within the meaning of the Act respecting financial services cooperatives (chapter C‐67.3), provided that the subscription was neither solicited nor received by a remunerated salesman or canvasser, and that the share was fully paid at the time of subscription;

(4.1)  (paragraph repealed);

(4.2)  a share, other than a qualifying share, issued by a federation within the meaning of the Act respecting financial services cooperatives and distributed to the member credit unions of such a federation;

(4.3)  an investment deposit and an investment fund capital share issued by a federation within the meaning of the Act respecting financial services cooperatives and distributed to the member credit unions of such a federation;

(4.4)  a share, other than a qualifying share, issued by a federation within the meaning of the Act respecting financial services cooperatives and distributed to a legal person belonging to a group referred to in section 3 of the Act respecting financial services cooperatives;

(4.5)  a share, other than a qualifying share, issued by La Caisse centrale Desjardins and distributed to a legal person belonging to a group referred to in section 3 of the Act respecting financial services cooperatives or to a federation of credit unions, whether or not established under that Act, that is an auxiliary member of the Fédération des caisses Desjardins du Québec;

(5)  a common or preferred share in a cooperative or a cooperative federation, and a common or preferred share in the Coopérative fédérée du Québec, issued to a member or a person wishing to become a member, provided that the subscription was neither solicited nor received by a remunerated salesman or canvasser;

(5.1)  a preferred share in a mutual insurance association within the meaning of paragraph d of section 1 of the Act respecting insurance (chapter A‐32), issued to a member or a person wishing to become a member;

(6)  a debt security issued only to a member by a person referred to in paragraph 5, according to the same conditions;

(7)  an instrument evidencing a debt and issued in settlement of a credit sale or conditional sale, as long as it is not transferred to a natural person;

(8)  an instrument evidencing a debt, including a bond, as long as the issue and transfer thereof constitute, for the issuer as well as for the subscriber, and any subsequent purchaser, isolated transactions;

(9)  a deposit of money within the meaning of the Deposit Insurance Act (chapter A‐26) and the regulations thereunder, provided that it is received by a person duly registered under the said Act or by a bank or an authorized foreign bank listed in Schedule I, II or III to the Bank Act (Statutes of Canada, 1991, chapter 46);

(10)  a credit balance referred to in section 168;

(11)  a security of a mutual fund, provided that the mutual fund is established and administered by a trust company holding a licence in accordance with the Act respecting trust companies and savings companies (chapter S‐29.01), that the securities of the mutual fund are distributed by such a trust company and that the assets of the mutual fund are composed exclusively of unsolicited funds received from tutors to property, curators to property, liquidators, syndics, sequestrators, advisers to persons of full age, trustees or administrators of the property of others and commingled with the authorization of the depositor or his agent for the purpose of investment;

(12)  a share in an investment club defined by regulation;

(13)  an insurance or annuity contract issued by an insurer holding a licence under the Act respecting insurance, except an individual variable contract that is not an individual variable life annuity or that does not guarantee payment at maturity of a benefit equal to at least 75% of the premiums paid before 75 years of age;

(14)  a debt security issued or guaranteed by a bank or an authorized foreign bank listed in Schedule I, II or III to the Bank Act, except a debt security conferring a right of payment ranking lower than a deposit contemplated in paragraph 9 and entrusted to the issuer or the guarantor of the debt security;

(15)  a debt security issued or guaranteed by the International Bank for Reconstruction and Development, the Asian Development Bank or the Inter-American Development Bank, as long as it is payable in Canadian or American currency;

(15.1)  any other form of investment prescribed by regulation;

(16)  (paragraph repealed).

1982, c. 48, s. 3; 1982, c. 48, s. 339; 1984, c. 41, s. 1; 1985, c. 17, s. 96; 1987, c. 95, s. 402; 1988, c. 64, s. 561, s. 587; 1990, c. 77, s. 1; 1999, c. 40, s. 327; 2000, c. 29, s. 674; 2001, c. 38, s. 3; 2002, c. 45, s. 623; 2002, c. 70, s. 186; O.C. 1366-2003, s. 13; 2004, c. 37, s. 1; 2006, c. 50, s. 1.

4. Every agency that is a mandatary of the State, whether it is an agency of the Gouvernement du Québec, of the Government of Canada or of the government of any Canadian province or territory, or a fund established or administered by any of such governments which exercises control over more than 10% of the voting rights attaching to the outstanding securities of a reporting issuer shall declare such control to the Autorité des marchés financiers within 10 days from the end of the month in which the acquisition was made, in the form determined by section 96.

The agency or fund shall similarly declare any change in its control greater than 1% of the voting rights attaching to the outstanding securities within 10 days of the end of the month in which the change occurred, and any other change, within 60 days after the end of the year.

1982, c. 48, s. 4; 1999, c. 40, s. 327; 2002, c. 45, s. 696; 2004, c. 37, s. 2.

4.1. Provisions of this Act or of regulations made under this Act in respect of the distribution of securities to the public, the right of a client to receive a prospectus, a confirmation slip and a statement of account, the right of a client to rescind a subscription, the voting rights attached to securities and the keeping of securities on deposit on behalf of a client apply, with the necessary modifications, to firms that pursue their activities through a securities representative governed by the Act respecting the distribution of financial products and services (chapter D-9.2).

2001, c. 38, s. 4.

CHAPTER II INTERPRETATION

5. In this Act, unless the context indicates otherwise,

“adviser” means any person who

(1)  advises others, personally or through printed materials or by any other means, as to the purchase or alienation of securities or as to becoming a party to trades in securities;

(2)  manages, under a mandate, a securities portfolio;

(3)  engages in soliciting clients in relation to his activities as adviser or portfolio manager;

“associate”, where used to indicate a relationship with a person, means

(1)  any company in which the person owns securities assuring him of more than 10% of a class of shares to which are attached voting rights or an unlimited right to participate in earnings and in the assets upon winding-up;

(2)  any partner of that person;

(3)  any trust or succession in which the person has a substantial ownership interest or to which he fulfils the functions of a trustee or liquidator or similar functions;

(4)  the spouse of that person and his children, as well as his relatives and his spouse’s relatives, if they share his residence;

“closed company”, for the purposes of paragraph 5 of section 141 of the Charter of the French language (chapter C‐11), means a company, other than an investment fund, that is not a reporting issuer and that meets the conditions determined by regulation;

“dealer” means any person

(1)  carrying on the activities of intermediary in the trading of securities;

(2)  trading in securities as principal, whether as his main activity or only as a secondary activity;

(3)  distributing a security for his own or another’s account;

(4)  soliciting persons as part of his activities described in subparagraphs 1 to 3;

“director” means a director of a legal person, or a natural person acting in a similar capacity for another person;

“distribution” means

(1)  the endeavour to obtain, or the obtaining, by an issuer, of subscribers or acquirers of his securities;

(2)  the endeavour to obtain, or the obtaining, by a firm underwriter, of purchasers for securities he has underwritten;

(3)  the endeavour to obtain, or the obtaining, by a subscriber or purchaser of securities which he acquired under an exemption under section 43 or prescribed by regulation, of purchasers for such securities without the benefit of a final exemption from a prospectus;

(4)  the endeavour to obtain, or the obtaining, by a subscriber or purchaser of securities which he acquired through a transaction for which no prospectus was prepared as required by law and no exemption was granted, of purchasers for such securities;

(4.1)  the endeavour to obtain or the obtaining of purchasers for securities acquired from a company whose constituting documents provide for restrictions on the free transfer of shares, prohibit the distribution of securities to the public and limit the number of shareholders to 50, exclusive of present or former employees of the company or a subsidiary, by a subscriber or purchaser of such securities;

(5)  the endeavour to obtain, or the obtaining, by a subscriber or purchaser of securities which he acquired outside Québec, of purchasers for such securities in Québec, except on a stock exchange or on the over-the-counter market;

(6)  the endeavour to obtain or the obtaining of purchasers for securities, not previously the subject of a prospectus, of a company whose constituting documents provided for restrictions on the free transfer of shares, prohibited the distribution of securities to the public and limited the number of shareholders to 50, exclusive of present or former employees of the company or a subsidiary;

(7)  the endeavour to obtain, or the obtaining, by an agent, of subscribers or purchasers of securities being distributed in accordance with subparagraphs 1 to 6;

(8)  the giving in guarantee by an issuer of securities issued by him for that purpose;

(9)   the disposal, by a control person of an issuer or a person holding more than a determined portion of an issuer’s securities, of the securities held by that control person or that person or a determined portion of them according to the portion and in the manner prescribed by regulation;

“forward-looking information” means disclosure regarding possible events, situations or operating results that is based on assumptions about future economic conditions and courses of action, and includes financial information about prospective operating results, financial position or cash flows that is presented either as a forecast or a projection;

“insider” means an insider within the meaning of section 89;

“investment fund” means a mutual fund or a non-redeemable investment fund;

“issuer” means any person who has outstanding securities, or issues or proposes to issue securities;

“material fact” means a fact that may reasonably be expected to have a significant effect on the market price or value of securities issued or securities proposed to be issued;

“misrepresentation” means any misleading information on a material fact as well as any pure and simple omission of a material fact;

“mutual fund” means

(1)  an issuer whose primary purpose is to invest money provided by its security holders and whose securities entitle the holder to receive on demand or within a specified period after demand an amount computed by reference to the value of a proportionate interest in the whole or in part of the net assets, including a separate fund or trust account, of the issuer; or

(2)   a mutual fund designated under section 272.2 or determined by regulation;

“non-redeemable investment fund” means

(1)  an issuer whose primary purpose is to invest money provided by its security holders, that does not invest for the purpose of exercising or seeking to exercise control of an issuer or of being actively involved in the management of any issuer in which it invests and that is not a mutual fund; or

(2)  a non-redeemable investment fund designated under section 272.2 or determined by regulation;

“offering memorandum” means a document purporting to describe the business and internal affairs of an issuer that has been prepared primarily for delivery to a prospective subscriber or purchaser so as to assist the prospective subscriber or purchaser to make an investment decision about securities being sold in a distribution in connection with which a prospectus would have been filed but for an exemption under this Act or the regulations, but does not include a document setting out current information about an issuer for the benefit of a prospective subscriber or purchaser familiar with the issuer through prior investment or business dealings;

“officer” means the chair or vice-chair of the board of directors, the chief executive officer, the chief operating officer, the chief financial officer, the president, the vice-president, the secretary, the assistant secretary, the treasurer, the assistant treasurer or the general manager of an issuer or of a registrant, or any natural person designated as such by the issuer or the registrant or acting in a similar capacity;

“privileged information” means any information that has not been disclosed to the public and that could affect the decision of a reasonable investor;

“reporting issuer” means an issuer contemplated in section 68;

“solicitation” means the activities of a person who regularly seeks to meet persons in their places of residence or work or in public places or who regularly uses the telephone, letters or circulars to propose that they purchase or dispose of securities or participate in a securities transaction, or to offer them services or advice for such purposes;

“voting security” means any security other than a debt security carrying a voting right that may be exercised either under all circumstances or under some circumstances that have occurred and are continuing.

1982, c. 48, s. 5; 1984, c. 41, s. 2; 1987, c. 40, s. 1; 1990, c. 77, s. 2; 2001, c. 38, s. 5; 2004, c. 37, s. 3; 2006, c. 50, s. 3.

5.1. For the purposes of this Act and the regulations, “person” includes, in addition to a natural person and a legal person, a partnership, a trust, a fund, an association, a syndicate, a body and any other group of persons that is not constituted as a legal person as well as any person acting as a trustee, liquidator, executor or legal representative.

2006, c. 50, s. 4.

5.2. “Control person” means a person that, alone or with other persons acting in concert by virtue of an agreement, holds a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer. If the person, alone or with other persons acting in concert by virtue of an agreement, holds more than 20% of those voting rights, the person is presumed to hold a sufficient number of the voting rights to affect materially the control of the issuer.

2006, c. 50, s. 4.

5.3. When used in relation to an issuer other than an investment fund, “material change” means a change in the business, operations or capital of the issuer that would reasonably be expected to have a significant effect on the market price or value of any of the securities of the issuer, or a decision to implement such a change made by the directors or by senior management of the issuer who believe that confirmation of the decision by the directors is probable.

When used in relation to an investment fund, “material change” means a change in the business, operations or affairs of the investment fund that would be considered important by a reasonable investor in determining whether to subscribe for, purchase or continue to hold securities of the investment fund, or a decision to implement such a change made by the directors of the investment fund or its investment fund manager, by senior management of the investment fund who believe that confirmation of the decision by the directors is probable, or by senior management of the investment fund manager who believe that confirmation of the decision by the directors of the investment fund manager is probable.

2006, c. 50, s. 4.

5.4. If a document, a part of a document or a provision of Québec securities laws or of extra-provincial securities laws is described as being incorporated by reference in another document or in another provision of Québec securities laws or of extra-provincial securities laws, it is deemed to be an integral part of that document or those laws.

2006, c. 50, s. 4.

5.5. In this Act, the words and expressions defined in sections 5.1 to 5.4 have the meaning assigned to them by those sections unless the context indicates otherwise.

2006, c. 50, s. 4.

6. In the case of a patrimony endowed with a certain degree of autonomy, such as a retirement fund, partnership, trust or group without legal personality, this Act and the regulations apply as if the patrimony had such personality, but its observance is the responsibility of the persons in charge of the patrimony, and both civil and penal actions connected with this Act may be brought against them for acts relating to such patrimony.

In the case of a partnership, actions referred to in the first paragraph may also be brought against the partnership or against the partners, except the special partners.

1982, c. 48, s. 6; 1984, c. 41, s. 3; 2001, c. 38, s. 6; 2006, c. 50, s. 5.

7. In the case of an investment contract, the required disclosure relates to the venture and it is the responsibility of the promoter of the venture and the persons in charge of it to make the disclosure, unless the Authority specially designates a person in virtue of section 66.

1982, c. 48, s. 7; 1984, c. 41, s. 3; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2006, c. 50, s. 6.

7.1. (Repealed).

2001, c. 38, s. 7; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2006, c. 50, s. 7.

8. The person owning securities entitling him to elect in all cases a majority of the directors of a company has the control of that company.

1982, c. 48, s. 8; 1984, c. 41, s. 3.

9. A company is the subsidiary of another company when it is controlled by it or by companies controlled by it.

A subsidiary of a company that is itself a subsidiary of another company is deemed to be a subsidiary of that other company.

Two companies are affiliates if one is the subsidiary of the other or if both are subsidiaries of the same company or are controlled by the same person.

1982, c. 48, s. 9; 1984, c. 41, s. 3.

10. Whenever the question of the ownership of securities arises, any agreement by the effect of which the ownership of the securities is ascribed to a holder other than their true owner is disregarded.

1982, c. 48, s. 10.

10.1. For the purposes of application of this Act, the transfer of ownership in any purchase or disposition is deemed accomplished upon acceptance of the subscription or of the offer of sale or purchase.

1984, c. 41, s. 4.

10.2. The assignment or hypothecation of a security entered in the book entry system of a clearing house approved by the Authority may be made by book entries in the accounts maintained by such clearing house. Such book entries in the accounts may show merely a quantity or the amount of the securities assigned or hypothecated or the balance of the securities after clearing.

1984, c. 41, s. 4; 1992, c. 57, s. 708; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

10.3. Subject to the right of an issuer to deem the person in whose name the securities are registered in its registers to be the holder, the transferee or pledgee acquires, by reason of such entry, possession available against third persons even though the securities are not distinguished from other like securities.

1984, c. 41, s. 4.

10.4. In the case of a hypothec granted by a person who does not have an account with the clearing house, the member of the clearing house who has caused the book entry to be made shall give to the person who has granted the hypothec, upon request, a certificate which constitutes proof of such hypothec.

1984, c. 41, s. 4; 1992, c. 57, s. 709.

10.5. The person who does not have an account with the clearing house may obtain, from the Authority, a certificate concerning the book entries relating to the securities that belong to him.

1984, c. 41, s. 4; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

10.6. Documents required to be filed or transmitted under this Act must, where so determined by regulation of the Authority, be filed or transmitted in the medium or by the technological means indicated in the regulations of the Authority.

2001, c. 38, s. 8; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2006, c. 50, s. 8.

10.7. The Authority may, by regulation, determine conditions for transmitting and receiving documents referred to in this Act or a regulation made under this Act.

2006, c. 50, s. 9.

TITLE II DISTRIBUTION OF SECURITIES TO THE PUBLIC

CHAPTER I DISTRIBUTION OF SECURITIES

DIVISION I PROSPECTUS

11. Every person intending to make a distribution of securities shall prepare a prospectus that shall be subject to a receipt issued by the Authority. The application for a receipt must be accompanied with the documents prescribed by regulation.

Notwithstanding the foregoing, in the case of a distribution made by a dealer acting as firm underwriter, the issuer is responsible for preparing the prospectus.

1982, c. 48, s. 11; 1984, c. 41, s. 5; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2006, c. 50, s. 10.

12. Every person intending to make, from Québec, a distribution of securities to persons established outside Québec shall prepare a prospectus and obtain a receipt therefor from the Authority.

No prospectus is required, however, where the Authority agrees or does not object within 15 days after receiving the information required by regulation.

1982, c. 48, s. 12; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

13. A prospectus must contain the information and certificates prescribed by regulation.

It must provide full, true and plain disclosure of all material facts relating to the securities issued or proposed to be distributed.

1982, c. 48, s. 13; 2006, c. 50, s. 12.

14. The Authority shall issue a receipt except in the cases prescribed in section 15 or in the regulations or unless it is not in the public interest to do so.

The Authority may subject the issue of a receipt to the fulfilment of an undertaking or to any other condition.

1982, c. 48, s. 14; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2006, c. 50, s. 13.

15. The Authority shall refuse to issue a receipt if it believes it should do so for one of the following reasons:

(1)  the prospectus or any document filed with it fails to comply with this Act or the regulations, contains any statement, promise, estimate or forward-looking information that is misleading, including through plain and simple omission, or contains a misrepresentation;

(2)  an unconscionable consideration has been paid or is intended to be paid for promotional purposes or for a service or the acquisition of property;

(3)  the proceeds from the distribution of the securities that are to be paid into the treasury of the issuer, together with other resources of the issuer, are insufficient to accomplish the purpose of the distribution stated in the prospectus;

(4)  the issuer cannot be expected to have the financial resources necessary to operate the business given the financial situation of the issuer, an officer, director or promoter of the issuer, the investment fund manager of the issuer, an officer or director of the investment fund manager of the issuer or a control person of the issuer or of the investment fund manager of the issuer;

(5)  the past conduct of the issuer, an officer, director or promoter of the issuer, the investment fund manager of the issuer, an officer or director of the investment fund manager of the issuer or a control person of the issuer or of the investment fund manager of the issuer is such that the business of the issuer may not be conducted with the integrity necessary to safeguard the interests of its security holders;

(6)  a person that has prepared or certified any part of the prospectus or is named as having prepared or certified a valuation or report in connection with the prospectus does not have the required competence or integrity; or

(7)  adequate arrangements have not been made for the holding in trust of the proceeds of the distribution pending the distribution of the securities.

1982, c. 48, s. 15; 1990, c. 77, s. 4; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2006, c. 50, s. 14.

16. Only the following documents may be used in the course of a distribution:

(1)  a prospectus for which a receipt has been issued;

(2)  a document filed with the prospectus and mentioned therein;

(3)  an advertising document not prohibited by regulation, provided it adequately reflects the information presented in the documents contemplated in paragraphs 1 and 2, without distorting it by selective presentation or by adding misleading statements.

1982, c. 48, s. 16.

17. The document mentioned in paragraph 3 of section 16 must refer to the prospectus in the manner prescribed by regulation and give the conditions under which the prospectus is available to the public.

1982, c. 48, s. 17.

DIVISION II SIMPLIFIED PROSPECTUS

18. A distribution of securities may be made by way of a simplified prospectus if the reporting issuer meets the conditions fixed by regulation.

1982, c. 48, s. 18; 1984, c. 41, s. 6; 2001, c. 38, s. 9.

18.1. In addition to its own content, a simplified prospectus includes, as integral parts, all the documents which, by regulation, are required to be incorporated by reference, and any other documents to be incorporated by reference under its own terms.

1984, c. 41, s. 7; 2006, c. 50, s. 15.

19. The rules governing a prospectus apply, with the necessary modifications, to a simplified prospectus.

The simplified prospectus must refer to the permanent information record in the manner prescribed by regulation and give the conditions under which it is available to the public.

1982, c. 48, s. 19.

DIVISION III PRELIMINARY PROSPECTUS

20. A preliminary prospectus may be filed before the prospectus contemplated in section 11 or in section 18.

The preliminary prospectus must contain the information that is to be set forth in the final version of the prospectus except such information as may be omitted under the regulations.

The Authority shall issue a receipt upon the filing of a preliminary prospectus.

1982, c. 48, s. 20; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

21. From the time a receipt for a preliminary prospectus is obtained, and until a receipt for the prospectus in its final version is obtained, it is permissible, notwithstanding sections 11, 12 and 16,

(1)  to forward a preliminary prospectus to any person;

(2)  to distribute an advertising document not prohibited by regulation, provided it adequately reflects the information presented in the preliminary prospectus, without distorting it by selective presentation or by adding misleading statements;

(3)  to solicit prospective subscribers or purchasers without accepting any undertaking on their part.

1982, c. 48, s. 21.

22. The document mentioned in paragraph 2 of section 21 must refer to the preliminary prospectus in the manner prescribed by regulation and give the conditions under which the preliminary prospectus is available to the public.

1982, c. 48, s. 22.

23. The dealer soliciting prospective subscribers or purchasers during the period contemplated in section 21 shall send a copy of the preliminary prospectus to every person who requests it.

1982, c. 48, s. 23.

24. The dealer shall keep a record of the names and addresses of the persons to whom he sends the preliminary prospectus.

1982, c. 48, s. 24.

DIVISION III.1

Repealed, 2001, c. 38, s. 10.

1984, c. 41, s. 8; 2001, c. 38, s. 10.

24.1. (Repealed).

1984, c. 41, s. 8; 2001, c. 38, s. 10.

24.2. (Repealed).

1984, c. 41, s. 8; 2001, c. 38, s. 10.

DIVISION IV AMENDMENT TO THE PROSPECTUS

25. Where a material change occurs in relation to the information presented in the prospectus, an amendment to the prospectus must be made.

1982, c. 48, s. 25; 1990, c. 77, s. 5.

26. In the case of a preliminary prospectus, the making of an amendment is required only for a material change occurring during the period contemplated in section 21 that is likely to have an adverse influence on the value or the market price of the securities being distributed.

Furthermore, a copy of the amendment must be sent to every person whose name appears in the record provided for in section 24.

1982, c. 48, s. 26.

27. The amendments provided for in sections 25 and 26 must be filed with the Authority as soon as practicable and in any event within 10 days after the change occurs.

The amendments require a receipt from the Authority under the same conditions as the prospectus thereby amended, except where, in the case of the prospectus in its final version, the Authority decides to issue or to refuse a receipt within the next two working days. This period is inoperative in the case of a continuous distribution.

1982, c. 48, s. 27; 1984, c. 41, s. 9; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

28. Where the Authority refuses to issue a receipt for the amendment, the distribution is interrupted. However, a continuous distribution is interrupted in every case from the filing of the amendment until the obtention of a receipt for the amendment.

Once a receipt is obtained for the amendment, the prospectus may be sent only if accompanied with the amendment.

1982, c. 48, s. 28; 1984, c. 41, s. 10; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

DIVISION V SENDING OF PROSPECTUS AND RIGHT OF RESCISSION

29. A dealer who receives an order to subscribe for or purchase a security offered in a distribution made in accordance with this chapter shall send to the applicant a copy of the prospectus and any amendment thereto, not later than the second working day after the subscription or purchase.

However, a dealer acting solely as agent for his client and who receives no remuneration, even indirectly, from the issuer or the vendor is not bound by the first paragraph.

1982, c. 48, s. 29.

30. A person who subscribes for or purchases from a dealer securities offered in a distribution may unilaterally rescind the subscription or the contract merely by transmitting a notice of rescission to the dealer within two days after receipt of the prospectus or any amendment thereto. The rescission has effect by operation of law from receipt of the notice.

1982, c. 48, s. 30; 1987, c. 40, s. 2.

31. Section 30 has no effect if the subscriber or purchaser is himself a dealer or if he disposes of the securities during the time for rescission.

1982, c. 48, s. 31.

32. The addressee is presumed to have received, in the ordinary course of mail, the copy of the prospectus or the notice of rescission mailed to him.

1982, c. 48, s. 32.

DIVISION VI DISTRIBUTION PROCEDURE

33. The distribution of a security must be completed within 12 months from the date of the receipt for the prospectus, except in the cases for which a longer period is provided for by regulation.

However, where the prospectus indicates an earlier date for termination of the distribution, the distribution must be terminated on that date.

1982, c. 48, s. 33; 1990, c. 77, s. 6; 1992, c. 35, s. 1; 2001, c. 38, s. 11.

34. A distribution may be extended for a further 12 months if

(1)  a draft prospectus containing the information and certificates prescribed by regulation and accompanied with the documents prescribed by regulation is submitted not less than 30 days before the lapse of the term specified in section 33;

(2)  a prospectus accompanied with the documents prescribed by regulation is submitted within 10 days after the lapse of the term specified in section 33;

(3)  a receipt for the prospectus is obtained from the Authority within 20 days after the lapse of the term specified in section 33.

The distribution may be continued, notwithstanding section 33, until the decision of the Authority as to the new receipt, provided that the time limits prescribed in subparagraphs 1 and 2 of this section are observed.

Any additional year runs from the date of the receipt for the prospectus.

1982, c. 48, s. 34; 1990, c. 77, s. 7; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

35. The Authority may extend a time limit provided in section 34 on such conditions as it may determine.

1982, c. 48, s. 35; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

36. A person who subscribes for or purchases securities distributed in contravention of this division may unilaterally rescind the subscription or purchase.

The person needs merely to transmit a notice of rescission to the dealer within 30 days of his first knowledge of the contravention. The rescission has effect by operation of law from receipt of the notice.

1982, c. 48, s. 36.

37. In case of doubt, the Authority shall decide whether a distribution of a security has ceased or is still in progress.

No appeal lies from the decision.

1982, c. 48, s. 37; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

38. The Authority may order that a distribution cease

(1)  if the prospectus or preliminary prospectus does not conform to this Act or the regulations;

(2)  if the amendment required by section 25 or 26 has not been made within the prescribed time;

(3)  if the Authority considers that the protection of investors requires it.

The distribution may be resumed only with the authorization of the Authority.

1982, c. 48, s. 38; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

39. The Authority may require that the content of the order made under section 38 be communicated under such conditions as it may determine to all the persons to whom the prospectus has been sent.

1982, c. 48, s. 39; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

40. Where a third person proposes to make a distribution of the securities of an issuer, the Authority may order the issuer to provide the documents and information necessary to prepare the prospectus or any other document in lieu thereof.

1982, c. 48, s. 40; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

40.1. Every prospectus of any type, document authorized by the Authority for use in lieu of a prospectus, offering memorandum prescribed by regulation, risk acknowledgment form prescribed by regulation, take-over bid circular, take-over bid, directors’ circular and individual officer’s or director’s circular regarding a take-over bid or issuer bid as well as any document required by regulation to be incorporated by reference shall be drawn up in French only or in French and English.

1983, c. 56, s. 44; 1984, c. 41, s. 12; 2002, c. 45, s. 696; 2004, c. 37, s. 4; 2006, c. 50, s. 25.

CHAPTER II EXEMPTIONS

DIVISION I EXEMPTIONS DUE TO THE NATURE OF THE SECURITIES

41. No prospectus is required for the distribution of the following securities:

(1)  a debt security guaranteed by the Gouvernement du Québec, the Government of Canada or the government of a Canadian province or territory;

(2)  a debt security issued or guaranteed by

(a)  a municipality, a metropolitan community, a school board or the Comité de gestion de la taxe scolaire de l’île de Montréal;

(b)  a transit authority established under an Act of Québec;

(c)  a public institution or regional council within the meaning of the Act respecting health services and social services for Cree Native persons (chapter S‐5), a public institution or a health and social services agency referred to in the Act respecting health services and social services (chapter S‐4.2), or the Corporation d’hébergement du Québec;

(d)  a Québec university;

(e)  a general and vocational college;

(f)  a fabrique constituted under the Act respecting fabriques (chapter F‐1);

(g)  an intermunicipal management board;

(3)  a promissory note payable in one year or less and evidencing, if distributed to a natural person, a debt for a sum of $50,000 or more.

1982, c. 48, s. 41; 1984, c. 41, s. 13; 1988, c. 84, s. 700; 1990, c. 85, s. 120; 1992, c. 21, s. 357, s. 375; 1993, c. 67, s. 122; 1994, c. 23, s. 23; 1996, c. 2, s. 988; 1999, c. 40, s. 327; 1999, c. 34, a. 60; 2000, c. 56, s. 218; 2002, c. 75, s. 33; 2004, c. 37, s. 5; 2005, c. 32, s. 300, s. 308.

42. The exemption provided for in paragraph 2 of section 41 presupposes the existence of one of the following conditions:

(1)  the person concerned has the power to levy a tax on landed property located in a Canadian province or territory;

(2)  the person concerned may issue debt only under the supervision of a department or public body established pursuant to an Act of Canada or of a Canadian province or territory;

(3)  the National Assembly votes annual appropriations for repayment of the debt and payment of interest.

1982, c. 48, s. 42; 1982, c. 62, s. 143; 1999, c. 40, s. 327; 2004, c. 37, s. 6.

DIVISION II EXEMPTIONS DUE TO THE NATURE OF THE DISTRIBUTION

43. No prospectus is required where a distribution of securities is made to an accredited investor determined by regulation and the distribution meets the conditions prescribed by regulation.

1982, c. 48, s. 43; 1999, c. 40, s. 327; 2004, c. 37, s. 7; 2006, c. 50, s. 27.

44. (Repealed).

1982, c. 48, s. 44; 1987, c. 95, s. 402; 1988, c. 64, s. 587; 1988, c. 84, s. 700; 1989, c. 38, s. 319; 1990, c. 85, s. 121; 1996, c. 2, s. 989; 1999, c. 40, s. 327; 2000, c. 56, s. 218; 2000, c. 29, s. 675; 2002, c. 45, s. 624; 2002, c. 75, s. 33; 2002, c. 45, s. 624; 2004, c. 37, s. 90; 2004, c. 37, s. 8.

45. (Repealed).

1982, c. 48, s. 45; 1987, c. 95, s. 402; 2004, c. 37, s. 8.

46. (Repealed).

1982, c. 48, s. 46; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2004, c. 37, s. 8.

47. (Repealed).

1982, c. 48, s. 47; 1984, c. 41, s. 14; 1987, c. 40, s. 3; 1990, c. 77, s. 8; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2004, c. 37, s. 8.

47.1. (Repealed).

1984, c. 41, s. 14; 1985, c. 30, s. 98; 2004, c. 37, s. 8.

48. (Repealed).

1982, c. 48, s. 48; 1984, c. 41, s. 15; 1990, c. 77, s. 9; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2004, c. 37, s. 8.

48.1. (Repealed).

1984, c. 41, s. 15; 1990, c. 77, s. 10; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2004, c. 37, s. 8.

48.2. (Repealed).

1984, c. 41, s. 15; 2004, c. 37, s. 8.

49. (Repealed).

1982, c. 48, s. 49; 1984, c. 41, s. 16; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2004, c. 37, s. 8.

50. (Repealed).

1982, c. 48, s. 50; 2001, c. 38, s. 14; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2004, c. 37, s. 8.

51. (Repealed).

1982, c. 48, s. 51; 1984, c. 41, s. 17; 2004, c. 37, s. 8.

52. (Repealed).

1982, c. 48, s. 52; 1984, c. 41, s. 18; 1990, c. 77, s. 12; 2000, c. 29, s. 676; 2004, c. 37, s. 8.

53. (Repealed).

1982, c. 48, s. 53; 1990, c. 77, s. 13; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2004, c. 37, s. 8.

53.1. (Repealed).

1990, c. 77, s. 14; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2004, c. 37, s. 8.

54. (Repealed).

1982, c. 48, s. 54; 1992, c. 35, s. 3; 2004, c. 37, s. 8.

55. (Repealed).

1982, c. 48, s. 55; 2004, c. 37, s. 8.

56. (Repealed).

1982, c. 48, s. 56; 2004, c. 37, s. 8.

56.1. (Repealed).

1984, c. 41, s. 19; 2004, c. 37, s. 8.

DIVISION III

Repealed, 2004, c. 37, s. 8.

2004, c. 37, s. 8.

57. (Repealed).

1982, c. 48, s. 57; 1984, c. 41, s. 20; 2001, c. 38, s. 15; 2004, c. 37, s. 8.

58. (Repealed).

1982, c. 48, s. 58; 1984, c. 41, s. 21; 1990, c. 77, s. 15; 2001, c. 38, s. 16; 2004, c. 37, s. 8.

59. (Repealed).

1982, c. 48, s. 59; 2001, c. 38, s. 17; 2004, c. 37, s. 8.

59.1. (Repealed).

1984, c. 41, s. 22; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2004, c. 37, s. 8.

60. (Repealed).

1982, c. 48, s. 60; 2001, c. 38, s. 18; 2004, c. 37, s. 8.

61. (Repealed).

1982, c. 48, s. 61; 2001, c. 38, s. 19; 2004, c. 37, s. 8.

62. (Repealed).

1982, c. 48, s. 62; 2004, c. 37, s. 8.

63. (Repealed).

1982, c. 48, s. 63; 1987, c. 40, s. 4; 2004, c. 37, s. 8.

CHAPTER III SPECIAL REGULATORY SCHEMES

64. A securities distribution to which a special disclosure scheme established by regulation applies may be made by an issuer, provided that the issuer complies with the requirements of the special scheme concerning the information that must be contained in the documents to be filed with the Authority or sent to investors and with the conditions subject to which a document may stand in lieu of a prospectus.

1982, c. 48, s. 64; 2001, c. 38, s. 20; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

65. (Repealed).

1982, c. 48, s. 65; 1984, c. 41, s. 23.

66. In the case of an investment contract, the Authority may designate the persons who are to be liable for the obligations imposed on the issuer.

1982, c. 48, s. 66; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

67. In the case of the securities referred to in subparagraphs 4 and 5 of the first paragraph of section 1, negotiable on an organized market, or in the case of the options referred to in subparagraph 8 of the same paragraph, the issuing person must, instead of preparing a prospectus, be qualified by the Authority in accordance with the conditions prescribed by regulation.

The issuing person must also prepare an information document describing how the market operates and, where such is the case, the various types of contracts; he must submit the document to the Authority for approval.

This section shall apply only in the case of securities issued by a clearing house, a stock exchange or a body considered by the Authority to be of the same nature.

1982, c. 48, s. 67; 1987, c. 40, s. 5; 1992, c. 35, s. 4; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

TITLE III DISCLOSURE REQUIREMENTS

CHAPTER I REPORTING ISSUER

68. A reporting issuer is an issuer that has made a distribution of securities to the public; a reporting issuer is subject to the continuous disclosure requirements of Chapter II of this title.

An issuer is deemed to have made a distribution of securities to the public where

(1)  a prospectus has been filed in respect of one of its securities and a receipt issued by the Authority;

(2)  its securities, offered as consideration in a take-over bid by way of an exchange of securities, have been described in a circular filed with the Authority;

(3)  any of its securities has been listed on a stock exchange in Québec at any time from 6 April 1983;

(4)  its securities have been distributed following a consolidation or reorganization involving at least one reporting issuer;

(5)  its existence is the result of the continuance of an issuer contemplated in subparagraphs 1 to 4;

(6)  it is contemplated in section 68.1 or 338;

(7)  it is so determined by regulation;

(8)  it is so designated by the Authority in accordance with section 272.2 or criteria determined by regulation.

An issuer who files a prospectus subject to a receipt issued by the Authority for the sole purpose of becoming a reporting issuer is also deemed to have made a distribution of securities to the public. The prospectus must contain the information and certificates prescribed by regulation and disclose all the material facts about the securities already issued. The rules specified for a prospectus in Title II do not apply to the prospectus.

1982, c. 48, s. 68; 1984, c. 41, s. 24; 1990, c. 77, s. 16; 2001, c. 38, s. 21; 2002, c. 45, s. 696; 2004, c. 37, s. 9; 2006, c. 50, s. 28.

68.1. An issuer subject to equivalent continuous disclosure requirements established by another legislative authority may apply to the Authority to become a reporting issuer and to have the period for which it has fulfilled the requirements taken into account.

The issuer shall attach to its application the continuous disclosure documents already filed, since the beginning of the last financial year, with the competent authorities, and a certificate from them establishing that it is subject to the continuous disclosure requirements and the number of years for which it has fulfilled the requirements.

Upon approval of the application, holders of securities of the issuer may avail themselves of the exemptions prescribed by regulation. If the issuer has already filed a prospectus in the regular form in another province or a territory of Canada, and has been meeting the continuous disclosure requirements of that province for one year, the Authority may authorize it to prepare a simplified prospectus, provided the additional information required by the Authority is included therein.

1984, c. 41, s. 25; 2002, c. 45, s. 696; 2004, c. 37, s. 10.

69. On application by a reporting issuer, the Authority may revoke the issuer’s status as a reporting issuer or, on the conditions it determines, release the issuer from all or part of the continuous disclosure requirements of Chapter II of this Title.

1982, c. 48, s. 69; 1984, c. 41, s. 26; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2006, c. 50, s. 29.

69.1. An issuer that has become a reporting issuer following the filing of a prospectus for which a receipt was issued by the Authority may, where the distribution in question does not result in the anticipated issue of securities, apply to the Authority to have his status as a reporting issuer revoked.

An issuer that has become a reporting issuer as a result of a take-over bid circular filed with the Authority may, where the take-over bid by way of exchange of securities does not result in the anticipated exchange of securities, apply to the Authority to have his status as a reporting issuer revoked.

In each of the above cases, the Authority may revoke the issuer’s status as a reporting issuer or, on such conditions as it may determine, release the issuer from all or part of the continuous disclosure requirements of Chapter II of this Title.

1990, c. 77, s. 17; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2006, c. 50, s. 30.

70. The Authority shall keep a public register of reporting issuers.

1982, c. 48, s. 70; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

71. The Authority may publish a list of reporting issuers that have been determined to be in default of a requirement of this Act or a regulation made under this Act.

1982, c. 48, s. 71; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2006, c. 50, s. 31.

72. (Repealed).

1982, c. 48, s. 72; 2006, c. 50, s. 32.

CHAPTER II CONTINUOUS DISCLOSURE

DIVISION I TIMELY DISCLOSURE

73. Where a material change occurs that is likely to have a significant influence on the value or the market price of the securities of a reporting issuer and is not generally known, the reporting issuer shall immediately prepare and distribute a press release disclosing the substance of the change.

A copy of the press release must be filed immediately with the Authority.

A material change report must also be filed with the Authority by the reporting issuer in the form and within the time fixed by regulation.

1982, c. 48, s. 73; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2001, c. 38, s. 22; 2007, c. 15, s. 1.

74. A reporting issuer is not required to prepare a press release if senior management has reasonable ground to believe that disclosure would be seriously prejudicial to the interests of the issuer and that no transaction in the securities of the issuer has been or will be carried out on the basis of the information not generally known.

When the circumstances that justify non-disclosure have ceased to exist, the issuer shall comply with section 73.

1982, c. 48, s. 74.

DIVISION II PERIODICAL DISCLOSURE

75. Within the time fixed by regulation, every reporting issuer shall file with the Authority annual financial statements and an auditor’s report in the form determined by regulation.

1982, c. 48, s. 75; 1984, c. 41, s. 27; 2001, c. 38, s. 24; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

76. Within the time fixed by regulation, every reporting issuer shall file with the Authority quarterly financial statements in the form determined by regulation.

However, in the case of a reporting issuer’s first financial year, the Authority determines, after consultation with the issuer, which financial statements must be filed.

1982, c. 48, s. 76; 1984, c. 41, s. 28; 2001, c. 38, s. 25; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

77. Within the time fixed by regulation, every reporting issuer shall send to every registered holder of its securities, other than holders of debt securities, and to the Authority, an annual report containing the financial statements and the auditor’s report provided for in section 75, together with the other information required by regulation.

1982, c. 48, s. 77; 2001, c. 38, s. 26; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

78. Within the time fixed by regulation, every reporting issuer shall send to every registered holder of its securities, other than holders of debt securities, and to the Authority a quarterly report including the financial statements provided for in section 76 and the information required by regulation.

1982, c. 48, s. 78; 1984, c. 41, s. 29; 2001, c. 38, s. 27; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

79. Upon the application of a reporting issuer, the Authority, on such conditions as it may determine, may exempt a reporting issuer from reporting in its financial statements any information that should normally appear, if the issuer proves that it would be seriously prejudicial to it.

1982, c. 48, s. 79; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

80. The financial statements and auditor’s report required under this Act or the regulations must be drawn up in accordance with the standards established by regulation.

1982, c. 48, s. 80; 1984, c. 41, s. 30; 2001, c. 38, s. 28.

80.1. (Repealed).

1990, c. 77, s. 18; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2004, c. 37, s. 11.

80.2. The sending of documents referred to in this division or in Division III to the holder ceases to be required when documents sent to the address indicated have been returned to the sender.

The holder may again become entitled to receive such documents upon notifying the sender in writing of his new address.

1992, c. 35, s. 5.

DIVISION III PROXY SOLICITATION

81. When the management of a reporting issuer calls a meeting of holders of voting securities, it shall concurrently with the notice of meeting send a form of proxy prepared in the form prescribed by regulation, except where the constituting Act prohibits the soliciting of proxies.

1982, c. 48, s. 81; 1999, c. 40, s. 327.

82. Every person who solicits proxies for a meeting of holders of voting securities of a reporting issuer shall send to the persons solicited and to the Authority a circular prepared in the form prescribed by regulation.

This rule also applies to any form of solicitation of security holders to execute, withhold or revoke a proxy and to the sending of forms under section 81.

1982, c. 48, s. 82; 1984, c. 41, s. 31; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

82.1. The management of the reporting issuer must send the circular described in section 82 in all cases, even when, pursuant to a prohibition imposed by the law of the place of its constitution, it does not solicit proxies.

The management shall send the circular to all its registered security holders, except holders of debt securities or preferred shares who will not be entitled to vote at the meeting to which the circular refers.

1984, c. 41, s. 32; 1990, c. 77, s. 19; 1999, c. 40, s. 327.

83. The circular provided for in section 82 is not required for a solicitation made by a person unconnected with the management of the reporting issuer, to not more than 15 security holders, each undivided joint owner being counted as one security holder.

1982, c. 48, s. 83.

83.1. Sections 81 to 83 shall also apply, with the necessary modifications, to the meeting of holders of debt securities, whether it was called by the company or by the trustee.

1990, c. 77, s. 20.

CHAPTER III ANNUAL INFORMATION FORM AND PERMANENT INFORMATION RECORD

2001, c. 38, s. 29; 2007, c. 15, s. 2.

84. Every reporting issuer shall, within the time fixed by regulation, file an annual information form with the Authority containing the information prescribed by regulation.

1982, c. 48, s. 84; 2001, c. 38, s. 30; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2007, c. 15, s. 2.

85. Every reporting issuer intending to avail itself of the simplified prospectus scheme shall file a permanent information record with the Authority.

The permanent information record shall contain

(1)  the annual information form;

(2)  the documents filed in accordance with Chapter II, namely the latest annual report and all other documents filed since the close of the financial year covered by the report.

1982, c. 48, s. 85; 1984, c. 41, s. 33; 2001, c. 38, s. 31; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2007, c. 15, s. 2.

86. (Repealed).

1982, c. 48, s. 86; 2001, c. 38, s. 32.

87. (Repealed).

1982, c. 48, s. 87; 2001, c. 38, s. 33; 2006, c. 50, s. 35.

88. (Repealed).

1982, c. 48, s. 88; 2001, c. 38, s. 34.

CHAPTER IV INSIDER REPORTS

89. The insiders of a reporting issuer that are subject to the disclosure requirements established in this chapter are

(1)  the issuer itself, its subsidiaries, its senior executives and the senior executives of its subsidiaries;

(2)  any person who exercises control over more than 10% of a class of shares of a reporting issuer to which are attached voting rights or an unlimited right to a share of the profits and in its assets in case of winding-up, other than securities that were the object of a firm underwriting and are in the course of distribution;

(3)  the senior executives of a person contemplated in paragraph 2.

1982, c. 48, s. 89; 1984, c. 41, s. 34.

90. The person who is the owner of securities or has direction over them is the person who exercises control over them.

1982, c. 48, s. 90.

91. Every person who may exercise as he sees fit voting rights attaching to securities he does not own is deemed to exercise control over those securities.

1982, c. 48, s. 91.

92. An insider of a reporting issuer who acquires or disposes of a derivative financial instrument in respect of a security of that issuer is deemed to effect a change in his control of the security.

The Authority may, by regulation, determine any other securities transaction effecting a change in the control of a security.

1982, c. 48, s. 92; 2002, c. 45, s. 625; 2004, c. 37, s. 90.

93. (Repealed).

1982, c. 48, s. 93; 1984, c. 41, s. 35.

94. When an issuer, reporting or not, becomes an insider of a reporting issuer, a senior executive of the former issuer is deemed to have been an insider of the other reporting issuer for the previous 6 months or for such shorter period as he has been a senior executive of the former issuer.

If the former issuer is a reporting issuer, the senior executives of the latter issuer are also deemed to be insiders of the former issuer, and the same conditions apply.

1982, c. 48, s. 94.

95. The amalgamation of issuers or the purchase by an issuer of all or substantially all of the assets of another issuer or of a subsidiary thereof, gives rise, in respect of senior executives, to the presumptions set forth in section 94.

Section 94 applies only when at least one reporting issuer was a party to the amalgamation or reorganization.

1982, c. 48, s. 95.

96. A person who becomes an insider of a reporting issuer shall disclose to the Authority, if such is the case, his control over the securities of the issuer, according to the terms and conditions, in the form and within the time prescribed by regulation.

1982, c. 48, s. 96; 2001, c. 38, s. 35; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

97. An insider of a reporting issuer shall file a report in accordance with the conditions, in the form and within the time prescribed by regulation, disclosing any change in his control over the securities of the issuer.

1982, c. 48, s. 97; 1987, c. 40, s. 6.

98. A senior executive deemed to be an insider under section 94 or 95 shall, within the time fixed by regulation, file the report that sections 96 and 97 would have required for the period contemplated by the presumption.

1982, c. 48, s. 98; 2001, c. 38, s. 36.

99. A report under sections 96 and 97 is not required where the facts to be reported have already been disclosed in a report under sections 147.11 to 147.16.

1982, c. 48, s. 99; 1984, c. 41, s. 36; 1987, c. 40, s. 30.

100. The senior executives of a mutual fund or of an unincorporated mutual fund are exempt from any disclosure requirements to which they would be subject under sections 96 and 97 by reason only of their capacity as such.

1982, c. 48, s. 100; 1984, c. 41, s. 36.

101. (Repealed).

1982, c. 48, s. 101; 1984, c. 41, s. 37.

102. An insider of a reporting issuer who registers or causes to be registered any securities of that issuer in the name of a third person shall file a report prepared in the form prescribed by regulation, except in the case of a bona fide transfer in guarantee.

1982, c. 48, s. 102.

103. Where an insider fails to file the report provided for in section 102, the third person shall file the report himself on becoming aware of the failure.

1982, c. 48, s. 103.

CHAPTER V SPECIAL REGULATORY SCHEMES

103.1. The issuer of a security to which a special continuous disclosure scheme established by regulation applies is bound only by the obligations that are prescribed by regulation with respect to continuous disclosure concerning that security.

1984, c. 41, s. 38; 1999, c. 40, s. 327; 2001, c. 38, s. 37.

104. In the case of an investment contract, the Authority may designate the persons responsible for discharging the obligations imposed on the reporting issuer.

1982, c. 48, s. 104; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

105. Sections 75 and 77 apply to every mutual fund constituted under the statutes of Québec even if it is not a reporting issuer.

1982, c. 48, s. 105; 1999, c. 40, s. 327.

106. Sections 76 and 78 apply to every mutual fund that is a reporting issuer and to every mutual fund constituted under the statutes of Québec, but only semi-annual financial statements need to be filed and sent.

1982, c. 48, s. 106; 1999, c. 40, s. 327.

107. Every unincorporated mutual fund is also subject to the requirements of sections 105 and 106 in respect of a mutual fund.

1982, c. 48, s. 107.

108. Every mutual fund, unincorporated mutual fund or other issuer of a category of admissible issuers determined by regulation must, if it wishes to avail itself of a special scheme under section 64, file with the Authority a permanent information record in a special form determined by regulation. In all other respects, the permanent information record is subject to the general scheme set forth in sections 84, 85 and 87.

1982, c. 48, s. 108; 1984, c. 41, s. 39; 2001, c. 38, s. 38; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

109. The disclosure scheme provided for under this title does not apply in the case of an option or a futures contract pertaining to securities, a Treasury bond futures contract, an option on a commodity futures contract or financial instrument futures contract, or an option contemplated in subparagraph 8 of the first paragraph of section 1.

1982, c. 48, s. 109.

TITLE III.1 INVESTMENT FUNDS

2006, c. 50, s. 40.

109.1. “Investment fund manager” means a person that directs the business, operations and affairs of an investment fund.

2006, c. 50, s. 40.

109.2. An investment fund manager shall provide any disclosure required of the investment fund under this Act or the regulations.

2006, c. 50, s. 40.

109.3. An investment fund manager shall, in the exercise of its functions, comply with the obligations set out in its constituting document, its by-laws and the law, and act within the limits of the powers conferred on it.

2006, c. 50, s. 40.

109.4. An investment fund manager shall, in the best interests of the fund and its beneficiaries or in the interest of the fulfilment of its purpose, exercise prudence, diligence and skill, and discharge its functions with honesty and loyalty and in good faith.

2006, c. 50, s. 40.

109.5. An investment fund shall comply with the operating rules prescribed by regulation for the management, stewardship, safekeeping and composition of the assets of investment funds, including governance rules and conflict of interest management rules.

2006, c. 50, s. 40.

109.6. Despite the Act respecting trust companies and savings companies (chapter S-29.01), the Authority may authorize a legal person other than a trust company governed by that Act to act as trustee of an investment fund in accordance with the Civil Code.

2006, c. 50, s. 40.

TITLE IV TAKE-OVER BIDS AND ISSUER BIDS

1984, c. 41, s. 40.

CHAPTER I GENERAL PROVISIONS

1984, c. 41, s. 40.

110. A person proposing to make a purchase for cash of securities of a company whereby he would obtain or increase an interest of 20% or more of a class of voting securities shall proceed by way of a take-over bid.

1982, c. 48, s. 110; 1984, c. 41, s. 40.

111. A person’s interest is determined as the sum of the securities owned or controlled by the person and by joint actors of the person, including, in particular, securities controlled by virtue of the power to exercise the voting rights attaching to them.

Companies affiliated with and persons associated or acting in concert with a person are deemed to be joint actors of the person.

A person who, pursuant to an agreement with the offeror or one of his joint actors, acquires securities of the class offered or who intends to exercise the voting rights attaching to the securities in concert with the offeror or one of his joint actors is presumed to be acting in concert with the offeror.

1982, c. 48, s. 111; 1984, c. 41, s. 40; 1999, c. 40, s. 327.

112. In calculating a person’s interest, any security or right permitting the person to acquire a security of a particular class within 60 days by a single transaction or a series of linked transactions is also deemed to be a security of the particular class.

Securities and rights described in the first paragraph are added to the securities of the person and to the securities of the particular class.

1982, c. 48, s. 112; 1984, c. 41, s. 40.

113. A take-over bid is subject to this title if the offeror intends to acquire securities of the class which is the subject of the bid from at least one security holder having a connection with Québec by his address, as shown on the records of the offeree company, by his residence or by his presence in the territory at any time during the bid.

1982, c. 48, s. 113; 1984, c. 41, s. 40.

114. Where a person acquires securities issued by a company which are not traded on an organized market and as a consequence obtains an interest securing his control over the company, which itself has an interest in another company whose securities are traded on an organized market, the person is deemed to acquire from the vendor securities of the second company up to the percentage of the securities acquired by the person in the first company, and for a fraction of the consideration equal to the ratio between the securities of the second company and the assets of the first company.

In this title, the expression “organized market” means any market on which securities are traded if the prices at which they are traded are regularly published in the press.

1982, c. 48, s. 114; 1984, c. 41, s. 40.

115. Non-voting shares that carry an unlimited right to participate in earnings and in the assets upon winding-up, must, in the same circumstances as voting shares, be the subject of a take-over bid if the securities are traded on an organized market.

1982, c. 48, s. 115; 1984, c. 41, s. 40.

116. (Repealed).

1982, c. 48, s. 116; 1984, c. 41, s. 40; 1990, c. 77, s. 21.

117. The requirements of this title apply to securities grouped in series as if they were classes.

1982, c. 48, s. 117; 1984, c. 41, s. 40.

118. A person proposing to acquire securities of the offeree company by way of an exchange of securities, with the result described in section 110, shall proceed by way of a take-over bid of that type.

A take-over bid under the first paragraph is subject to the requirements of a take-over bid, with the necessary modifications.

1982, c. 48, s. 118; 1984, c. 41, s. 40.

CHAPTER II EXEMPTIONS

1984, c. 41, s. 40.

119. A take-over bid to all security holders through a stock exchange recognized by the Authority for the purposes of this section made in accordance with the rules of that exchange is exempt from the requirements of Chapters III and IV, except sections 141 to 144.

1982, c. 48, s. 119; 1984, c. 41, s. 40; 1987, c. 40, s. 31; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

120. The purchase, on a stock exchange recognized by the Authority for the purposes of this section, of securities of a particular class in accordance with the conditions fixed by the rules of that stock exchange for making such purchases without being required to make a take-over bid to all the holders, is exempt from the provisions of Chapters III and IV.

1982, c. 48, s. 120; 1984, c. 41, s. 40; 1990, c. 77, s. 22; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

121. A take-over bid made in accordance with the rules established by another legislative authority that are deemed equivalent by the Authority is exempt from the provisions of Chapters III and IV, to the extent that the following conditions are met:

(1)  there are fewer than 50 holders of securities of the class sought by the offer who are resident in Québec according to the addresses entered in the records of the offeree company or in the records of dealers acting as nominee;

(2)  the holders resident in Québec own less than 2 % of the securities of that class;

(3)  the offeror has sent to the holders resident in Québec and has filed with the Authority all the documents prescribed under the applicable law;

(4)  the offeror has made the offer to the holders resident in Québec on the same conditions as to other holders.

The offeror has an obligation to inquire of the clearing house as to the nominees who are listed as holders of securities of the company concerned and to inquire of the nominees who have an establishment in Québec as to the number of beneficial holders who reside in Québec. The clearing house and the nominees have an obligation to provide the requested information.

1982, c. 48, s. 121; 1984, c. 41, s. 40; 1987, c. 40, s. 31; 1992, c. 35, s. 6; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

122. The acquisition of securities issued by a company that is not a reporting issuer and which are not traded on an organized market is exempt from Chapters III and IV provided that there are not more than 50 security holders, excluding holders who are or have been employees of the company or of an affiliate of the company.

1982, c. 48, s. 122; 1984, c. 41, s. 40; 1987, c. 40, s. 31.

123. The purchase, without a general offer to all the holders, of securities from not more than five holders by way of block purchase at a price that may vary by not over 15% from the average market price established with the formula prescribed by regulation, is exempt from Chapters III and IV.

By way of exception to section 113, the conditions of an exemption under this section apply to every purchase from a limited number of holders having no connection with Québec provided that at least one holder of securities of the class sought has a connection with Québec as shown by the addresses entered in the records of the offeree company.

1982, c. 48, s. 123; 1984, c. 41, s. 40; 1987, c. 40, s. 7.

124. In the case of securities acquired within the preceding two years for resale under the exemption provided in section 123, the vendors from whom the securities were acquired are counted as so many holders.

1982, c. 48, s. 124; 1984, c. 41, s. 40.

125. A purchaser who intends to avail himself of the exemption provided for in section 123 shall require the holders to declare under oath the particulars by which he can evaluate his position with regard to the number of holders. The declaration must disclose every agreement to use a nominee in connection with the securities in question, each principal being then counted as a holder.

1982, c. 48, s. 125; 1984, c. 41, s. 40; 1999, c. 40, s. 327.

126. A person who acquires not more than 5% of the securities of the class is exempt from Chapters III and IV, provided that neither he nor his joint actors, within any twelve-month period, acquire under this exemption, or an exemption under section 119, 120 or 123, more than 5% of the securities of the class that are outstanding at the beginning of the period.

In the case of securities traded on an organized market, the exemption does not apply if the securities are acquired at a price higher than the reference price established in the manner prescribed by regulation.

1982, c. 48, s. 126; 1984, c. 41, s. 40; 1987, c. 40, s. 31; 2001, c. 38, s. 39.

CHAPTER III INFORMATION TO SECURITY HOLDERS

1984, c. 41, s. 40.

DIVISION I SENDING OF TAKE-OVER BID AND CIRCULAR

1984, c. 41, s. 40.

127. A take-over bid is binding on the offeror in respect of all the holders of securities of the class sought by the bid and in respect of holders of securities carrying the right to purchase, during the offer, securities of that class, if they are resident in Québec according to the addresses entered in the records of the offeree company or are resident there in fact.

1982, c. 48, s. 127; 1984, c. 41, s. 40.

128. The offeror shall send the take-over bid, with a take-over bid circular prepared in the form prescribed by regulation, to the holders of securities of the class sought by the bid and to the holders of securities carrying the right to purchase, during the offer, securities of that class, if they are resident in Québec according to the addresses entered in the records of the offeree company or are resident in Québec in fact and make a request therefor.

The offeror shall file the documents referred to in the first paragraph with the Authority and send them to the offeree company not later than the day on which they are sent to the security holders or on which the advertisement provided for in section 129.1 is published.

1982, c. 48, s. 128; 1984, c. 41, s. 40; 2001, c. 38, s. 40; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

129. The contents of the documents referred to in section 128 and the distribution thereof must be authorized by the offeror in the manner prescribed by regulation.

1982, c. 48, s. 129; 1984, c. 41, s. 40.

129.1. The offeror may make or amend the take-over bid by way of a newspaper advertisement on the conditions and in the manner prescribed by regulation.

The documents shall be sent to the holders of securities of the offeree company within the time fixed by regulation.

2001, c. 38, s. 41.

130. Where the initial terms of a take-over bid are varied and where a change has occurred, either during the bid or after the offer is closed, but before the expiry of the period allotted for withdrawal of the securities, in the facts on which the circular is based and the change is such that it may affect the holders’ decision to accept or refuse the offer, the offeror is bound to notify the holders of securities that have not been deposited or taken up, the Authority, and the offeree company.

The notice shall be given even where the variation in the terms results from the exercise of a right contained in the bid.

Notwithstanding the foregoing, the terms of the bid shall not be varied after the expiry of the bid except the waiver of a term for which the offeror had made a stipulation to the effect that it could be waived unilaterally by him; such waiver is possible only where the consideration offered by the offeror consists solely of cash. In that case, the notice of variation shall be replaced by a press release, which must be issued and filed with the Authority within the period fixed by regulation.

1982, c. 48, s. 130; 1984, c. 41, s. 40; 1987, c. 40, s. 8; 2001, c. 38, s. 42; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

131. The notice provided for in section 130 shall be drawn up in the form prescribed by regulation. It shall, in particular, inform the holders that they have a right of withdrawal pursuant to paragraph 2 of section 147.5.

1982, c. 48, s. 131; 1984, c. 41, s. 40.

132. Notwithstanding the foregoing, in the case of a take-over bid by way of an exchange of securities, a change not resulting from an act of the offeror or of an affiliate gives rise to the notice provided for in section 130 only if it constitutes a material change that is likely to affect the value or the market price of the securities offered in exchange.

1982, c. 48, s. 132; 1984, c. 41, s. 40.

133. A take-over bid and the related documents mentioned in this title must be sent by mail, by personal delivery or in any other manner approved by the Authority.

A take-over bid and the related documents become effective on the day they are sent except in the case provided for in section 129.1, where they become effective on the day of publication.

1982, c. 48, s. 133; 1984, c. 41, s. 40; 2001, c. 38, s. 43; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

DIVISION II CIRCULARS OF THE BOARD OF DIRECTORS AND SENIOR EXECUTIVES

1984, c. 41, s. 40.

134. The board of directors of the offeree company shall cause a circular prepared in the form prescribed by regulation to be sent within the time fixed by regulation, to the holders of securities of the class sought by the bid and to the holders of securities carrying the right to purchase, during the offer, securities of that class, if they are resident in Québec according to the addresses entered in the records of the offeree company or are resident in Québec in fact and make a request therefor.

The circular may contain a substantiated notice recommending that the security holders accept or reject the offer they have received. If, however, the board decides not to make a recommendation, the absence of any recommendation must be explained.

1982, c. 48, s. 134; 1984, c. 41, s. 40; 2001, c. 38, s. 44.

135. The circular of the board of directors shall contain a summary of the reports or opinions it has seen fit to mention, having regard to the professional credibility of the author of the opinion.

1982, c. 48, s. 135; 1984, c. 41, s. 40.

136. Where the board of directors of an offeree company is considering making a recommendation after the sending of the circular provided for in section 134, it shall mention that fact in the circular. It may then recommend that the security holders not tender their securities until further communication is received from the board.

Where the board recommends that holders await further communication, it shall, within the time fixed by regulation, communicate to them its substantiated recommendation or, if it decides not to make a recommendation, its reasons therefor.

1982, c. 48, s. 136; 1984, c. 41, s. 40; 2001, c. 38, s. 45.

137. Any senior executive of an offeree company may include with the circular of the board of directors, with any amendment to the circular or with the communication provided for in section 136 a separate notice prepared in the form prescribed by regulation, in which he may recommend the acceptance or rejection of the take-over bid or indicate his disagreement with the documents prepared by the board.

1982, c. 48, s. 137; 1984, c. 41, s. 40.

138. Where the offeror, in accordance with section 130, notifies the holders of a variation in the terms of the take-over bid or of a change in the facts, the board of directors of the offeree company shall send an update on the original circular within the time fixed by regulation.

1982, c. 48, s. 138; 1984, c. 41, s. 40; 1990, c. 77, s. 23; 2001, c. 38, s. 46.

139. The board of directors or the senior executive is bound to notify the security holders and the Authority of any change that has occurred, either during the take-over bid or after the closing of the offer but before the expiry of the time allotted for withdrawal of the securities, in the facts on which the circular is based and which is likely to affect the holders’ decision to accept or reject the offer.

1982, c. 48, s. 139; 1984, c. 41, s. 40; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

140. The board of directors and senior executives shall file with the Authority the documents provided for in sections 134 to 139 and send them to the offeror as soon as they are sent to the security holders.

1982, c. 48, s. 140; 1984, c. 41, s. 40; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

CHAPTER IV PROCEDURE OF TAKE-OVER BIDS

1984, c. 41, s. 40.

DIVISION I RELATED TRANSACTIONS OF THE OFFEROR

1984, c. 41, s. 40.

141. From the opening of the take-over bid until its expiry, the offeror and his joint actors are prohibited from acquiring securities that increase their interest otherwise than according to the terms of the bid; they are also prohibited from accepting undertakings that would enable them to increase their interest on conditions other than those of the bid.

1982, c. 48, s. 141; 1984, c. 41, s. 40.

142. An offeror having declared in the take-over bid circular that he intends to acquire securities under the exemption provided for in section 120 may do so from the third working day following the opening of the bid, subject to a ceiling of 5% for purchases so effected by the offeror and his joint actors.

The offeror shall declare the purchases effected by him or his joint actors each day, when the market closes, by way of a press release in the form prescribed by regulation. The release is filed forthwith with the Authority and transmitted to the stock exchanges on which the security is listed.

1982, c. 48, s. 142; 1984, c. 41, s. 40; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

142.1. An offeror who, within the period of 90 days preceding the bid, acquired, on terms not generally offered to all the holders, securities which increased his interest in the class subject to the bid shall offer terms at least equivalent, in terms of the consideration for and percentage of the securities acquired, to the most advantageous terms granted by him in that period.

1987, c. 40, s. 9.

143. Neither the offeror nor his joint actors shall, on and from the day of the announcement of the bid until its expiry, sell any securities that would reduce their interest, or enter into an agreement that would permit them to sell the securities with the same result, but the joint actors may deposit securities in response to the bid.

Notwithstanding the foregoing, an offeror who has disclosed his intention to sell in the take-over bid circular may before the expiry of the bid enter into an agreement to sell securities that may be taken up after the expiry of the bid.

1982, c. 48, s. 143; 1984, c. 41, s. 40; 1987, c. 40, s. 31.

144. In the period beginning with the expiry of the bid and ending at the end of the twentieth business day thereafter, neither the offeror nor his joint actors, nor the holder of an interest that exceeds 20% of the voting securities of the offeror nor the associates or affiliates of such holder may acquire securities of the same class on terms not generally offered to all the holders of that class of securities, regardless of the result of the bid.

1982, c. 48, s. 144; 1984, c. 41, s. 40; 1987, c. 40, s. 31.

DIVISION II OBLIGATIONS OF THE OFFEROR

1984, c. 41, s. 40.

145. The offeror and his joint actors shall offer the same conditions to all the holders of securities of the class that is the subject of a take-over bid. Both the offeror and his joint actors are prohibited from making any agreement that would have the effect of creating disparity among the holders.

The Authority has the power to authorize the offeror to enter into an agreement with one of the holders of securities which are the subject of the take-over bid where it considers that the agreement is not made for the purpose of increasing the consideration paid to that holder.

1982, c. 48, s. 145; 1984, c. 41, s. 40; 1992, c. 35, s. 7; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

146. Where there is an increase in price, the offeror shall pay the increased price even for securities already paid for.

1982, c. 48, s. 146; 1984, c. 41, s. 40.

147. The offeror shall, before the bid, make adequate arrangements to ensure that the required funds are available to effect payment for all securities that are the subject of the take-over bid. The Authority may require the offeror to furnish a guarantee of payment for the securities.

1982, c. 48, s. 147; 1984, c. 41, s. 40; 1992, c. 35, s. 8; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

147.1. Securities purchased by the offeror during a take-over bid but not as a result of the bid are taken into account in determining whether or not the minimum number of securities has been tendered under the bid, except where the number of securities deposited in response to the bid exceeds the number that the offeror is bound or willing to take up.

1984, c. 41, s. 40.

147.2. If the number of securities deposited in response to the bid is greater than the number the offeror is bound or willing to take up, he shall reduce the number of securities deposited by each holder pro rata, taking into account the necessary adjustments.

1984, c. 41, s. 40.

DIVISION III TIME LIMITS

1984, c. 41, s. 40.

147.3. The period of time during which holders of securities may deposit them pursuant to a bid shall be at least equal to the minimum period fixed by regulation.

1984, c. 41, s. 40; 2001, c. 38, s. 47.

147.4. During the period fixed by regulation, the offeror is prohibited from purchasing securities deposited in response to the bid.

1984, c. 41, s. 40; 2001, c. 38, s. 48.

147.5. Securities deposited in response to a bid may be withdrawn by giving notice in writing to the depositary on the conditions, in the manner and within the time fixed by regulation.

1984, c. 41, s. 40; 1987, c. 40, s. 10; 2001, c. 38, s. 49.

147.6. The offeror is bound, if the terms of the bid are met, to take up and pay for the securities within the time fixed by regulation.

Any securities taken up by the offeror shall, nevertheless, be paid for by the offeror as soon as possible, and in any event within the time fixed by regulation.

1984, c. 41, s. 40; 1987, c. 40, s. 11; 2001, c. 38, s. 50.

147.7. Once the offeror has begun taking up securities, he shall take up and pay for all securities deposited thereafter, within the time fixed by regulation.

1984, c. 41, s. 40; 2001, c. 38, s. 51.

147.8. Where there is a variation in the terms of a bid, the bid shall not expire before the expiry of the time fixed by regulation unless the variation consists solely in the waiver of a term where the consideration offered consists solely of cash.

1984, c. 41, s. 40; 1987, c. 40, s. 12; 2001, c. 38, s. 52.

147.9. An offeror wishing to extend the period during which securities may be deposited pursuant to a bid all the terms of which have been complied with shall first take up all securities deposited thereunder.

However, where the offeror waives one term of the bid or varies the terms of the bid and extends the bid as provided in section 130, the offeror may not take up securities which may be withdrawn pursuant to section 147.5.

1984, c. 41, s. 40; 1987, c. 40, s. 13; 2001, c. 38, s. 53.

147.10. Within 20 days of the expiry of the bid, the offeror shall file with the Authority a notice indicating the result of the bid and, if it was favourably received, the number of securities acquired.

1984, c. 41, s. 40; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

CHAPTER V VARIOUS REPORTS

1984, c. 41, s. 40.

147.11. Every offeror whose interest in voting securities of any class issued by a reporting issuer increases to 10% or more shall, immediately after the transaction, issue and file with the Authority a press release in the form prescribed by regulation unless the transaction was effected by way of a take-over bid in accordance with Chapters III and IV or in reliance on an exemption under section 119 or 121. In view of calculating the interest of a person, any security or right enabling him to acquire, after a period of 60 days, securities of a given class is deemed to be securities of that class.

Within two business days, the person shall transmit to the Authority, to the issuer of the securities and, as the case may be, to the stock exchange on which the security is listed, a report containing the information prescribed by regulation.

The same formalities shall be observed in respect of the non-voting shares described in section 115.

1984, c. 41, s. 40; 1987, c. 40, s. 14; 1999, c. 40, s. 327; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

147.12. Any material change in the information furnished shall be the subject of a press release and a report in accordance with the requirements of section 147.11.

The formalities must be observed, in particular, in respect of any increase of interest of 2% or more.

1984, c. 41, s. 40; 1987, c. 40, s. 15.

147.13. (Repealed).

1984, c. 41, s. 40; 1987, c. 40, s. 31.

147.14. From the event giving rise to a report or to an amendment, neither the person interested nor any of his joint actors may acquire or offer to acquire securities that increase his interest in the class before the day after the next working day following the completion of the formalities prescribed in sections 147.11 and 147.12.

This rule applies only where the interest already reported is less than 20% of the class of securities.

1984, c. 41, s. 40; 1987, c. 40, s. 31.

147.15. Where, after a bid has been made for the securities of a reporting issuer in accordance with Chapters III and IV, a person other than the offeror acquires, by himself or with joint actors, securities constituting an interest of 5% or more of the securities of the class subject to the bid, the person shall, not later than the opening of trading on the next business day, issue a press release in the form prescribed by regulation, file it with the Authority and transmit it to the stock exchanges on which the security is listed.

The same rule applies where a bid is made in reliance upon an exemption under section 119 or 121.

1984, c. 41, s. 40; 1987, c. 40, s. 16; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

147.16. A person issuing a press release under section 147.15 shall issue and file with the Authority, within the time limit prescribed in that section, a new press release each time that, through new acquisitions made by him or by his joint actors during the bid, the previously reported interest is increased by 2 %.

He shall also send a new press release to the stock exchanges on which the security is listed.

1984, c. 41, s. 40; 1987, c. 40, s. 17; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

147.17. (Repealed).

1984, c. 41, s. 40; 1987, c. 40, s. 31.

147.18. (Repealed).

1984, c. 41, s. 40; 1987, c. 40, s. 31.

CHAPTER VI ISSUER BIDS

1984, c. 41, s. 40.

147.19. An issuer who intends to acquire securities issued by him, except debt securities not convertible into securities representing an interest in his share capital, shall proceed by way of an issuer bid.

1984, c. 41, s. 40.

147.20. Sections 111 to 113, 115 to 122, 127 to 133 and 141 to 147.16 apply, with the necessary modifications, to an issuer bid.

1984, c. 41, s. 40; 1987, c. 40, s. 18; 1990, c. 77, s. 24.

147.21. An issuer who intends to acquire securities issued by him is exempt from the requirements under this title where

(1)  the securities are acquired in accordance with conditions in writing at the time of issue or determined subsequently in accordance with the constituting Act;

(2)  the issuer, following the publication of a notice of intention in the form prescribed by regulation, acquires, over a twelve-month period, less than 5 % of the class of securities in question outstanding at the commencement of the period;

(3)   in any other case prescribed by regulation.

1984, c. 41, s. 40; 2001, c. 38, s. 54; 2004, c. 37, s. 12.

147.22. Every senior executive of an issuer may include with an issuer bid a notice similar to the notice provided for in section 137.

1984, c. 41, s. 40.

147.23. From the opening of the bid to its expiry, the issuer, his associates and every holder having an interest of over 20% of the class that is the subject of the bid are prohibited from acquiring securities that increase their interest otherwise than according to the terms of the bid; they are also prohibited from accepting undertakings that would enable them to increase their interest on terms other than those of the bid. However, the issuer may redeem securities pursuant to the exemption provided for in paragraph 1 of section 147.21.

1984, c. 41, s. 40.

TITLE V DEALERS AND ADVISERS

CHAPTER I REGISTRATION

148. No dealer or adviser may carry on business unless he is registered as such with the Authority.

A legal person required under the Act respecting the distribution of financial products and services (chapter D‐9.2) to register with the Authority to pursue activities through a securities representative governed by that Act may not register under this Act.

1982, c. 48, s. 148; 1998, c. 37, s. 533; 2002, c. 45, s. 696; O.C. 1366-2003, s. 14; 2004, c. 37, s. 90.

148.1. The Authority may require that a candidate or a class of candidates it determines pursue their activities through a subsidiary as regards the field of securities for which registration is sought.

2001, c. 38, s. 55; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

149. Every natural person carrying on business as a dealer or adviser on behalf of a person subject to registration under section 148 must register with the Authority as the representative of that person.

Subject to such remunerated business as may be carried on under a government regulation made under this Act, the representative of a dealer acting as principal or as agent shall not concurrently carry on business as such and be employed by a financial institution, unless he is a representative specialized in group savings or scholarship plans.

1982, c. 48, s. 149; 1989, c. 48, s. 254; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

150. The categories of registration, the conditions to be met by candidates, the duration of registration and the rules governing the activities of registrants shall be established by regulation.

1982, c. 48, s. 150; 2001, c. 38, s. 56.

151. The Authority, after verifying that the candidate meets the conditions fixed by regulation, shall grant registration where, in its opinion,

(1)  the candidate or, in the case of a legal person, its officers and directors have the competence and integrity to ensure the protection of investors;

(2)  the candidate is solvent and, in the case of a legal person, has adequate financial resources to ensure the viability of his business.

The Authority may impose any restriction or condition it determines on the registration of a candidate, including limiting its duration.

1982, c. 48, s. 151; 1984, c. 41, s. 41; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2006, c. 50, s. 42, s. 111.

151.1. The Authority has the power to make an inspection of the affairs of a registered dealer or adviser in order to ascertain the extent to which he complies with this Act, the regulations and the policy statements.

1990, c. 77, s. 25; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

151.1.1. The Authority may inspect the affairs of an investment fund, a person acting as depositary, trustee or manager of such a fund or any other market participant determined by regulation to assess compliance with a provision of this Act or a regulation.

Sections 151.2 to 151.4 apply to such an inspection, with the necessary modifications.

2002, c. 45, s. 626; 2004, c. 37, s. 90; 2006, c. 50, s. 43.

151.2. The inspector shall, on request, justify his quality.

1990, c. 77, s. 25.

151.3. In carrying out his inspection, the inspector has the power

(1)  to enter the establishment of any dealer or adviser, during normal business hours;

(2)  to take a copy of the books, registers or other documents relating to the carrying on of the activity of dealer or adviser;

(3)  to require any information relating to the carrying on of the activity of dealer or adviser and the production of any relevant document.

1990, c. 77, s. 25.

151.4. The dealer or adviser shall give the inspector access to all books, registers or other documents relating to the carrying on of his activities.

1990, c. 77, s. 25.

152. The Bureau de décision et de révision en valeurs mobilières may revoke or suspend the rights granted by registration, or impose restrictions or conditions on their exercise where, in its opinion, a registrant fails to comply with this Act or regulations made thereunder or where the protection of investors requires it.

1982, c. 48, s. 152; 2002, c. 45, s. 696.

153. A registrant wishing to cease carrying on business shall apply to the Authority to surrender his registration.

The Authority may, on the conditions it determines, suspend the registration or impose conditions or restrictions on the registration during examination of the application for surrender.

The Authority may impose such conditions as it may determine on the surrender, and shall accept it where, in its opinion, the interests of clients and investors are sufficiently protected.

The Authority remains competent in respect of any acts prior to the surrender.

1982, c. 48, s. 153; 1984, c. 41, s. 42; 1990, c. 77, s. 26; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2006, c. 50, s. 44.

CHAPTER II

Repealed, 2006, c. 50, s. 45.

2006, c. 50, s. 45.

154. (Repealed).

1982, c. 48, s. 154; 1984, c. 41, s. 43; 1987, c. 95, s. 402; 1988, c. 64, s. 562, s. 587; 1990, c. 77, s. 27; 1999, c. 40, s. 327; 2000, c. 29, s. 677; 2002, c. 45, s. 627; 2006, c. 50, s. 45.

155. (Repealed).

1982, c. 48, s. 155; 2006, c. 50, s. 45.

155.1. (Repealed).

1984, c. 41, s. 44; 1992, c. 35, s. 9; 2001, c. 38, s. 57; 2004, c. 37, s. 13.

156. (Repealed).

1982, c. 48, s. 156; 1987, c. 40, s. 19; 1987, c. 95, s. 402; 1988, c. 64, s. 563, s. 587; 1999, c. 40, s. 327; 2000, c. 29, s. 678; 2002, c. 45, s. 628; 2004, c. 37, s. 13.

156.1. (Repealed).

1987, c. 40, s. 20; 1999, c. 40, s. 327; 2004, c. 37, s. 13.

157. (Repealed).

1982, c. 48, s. 157; 1990, c. 77, s. 28; 2004, c. 37, s. 13.

CHAPTER III INFORMATION TO BE FURNISHED TO THE AUTHORITY

2002, c. 45, s. 629; 2004, c. 37, s. 90.

158. Every dealer or adviser shall keep the books, records and other documents required by regulation.

Within 90 days after the end of his financial year, he shall furnish to the Authority the financial statements, the auditor’s report, and any other information, in accordance with the requirements prescribed by regulation.

1982, c. 48, s. 158; 2001, c. 38, s. 59; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

159. In the cases and within the time determined by regulation, the registrant shall notify the Authority of any change in the information furnished at the time of registration.

In the cases determined by regulation, no change may be made unless the Authority approves or does not object within 30 days of receiving notice of the proposed change. If the Authority objects, it may prescribe what is to be done.

1982, c. 48, s. 159; 2002, c. 45, s. 696; 2004, c. 37, s. 14.

CHAPTER IV OBLIGATIONS TOWARDS CLIENTS

160. All registrants are required to act in good faith and with honesty and loyalty in their dealings with clients.

1982, c. 48, s. 160; 2001, c. 38, s. 60.

160.1. In their dealings with clients and in the execution of the mandates entrusted to them by their clients, registrants are required to act with all the care that may be expected of a knowledgeable professional acting in the same circumstances.

2001, c. 38, s. 61.

Not in force

160.2. (Not in force).

2004, c. 37, s. 15.

161. Before making a recommendation, a registrant must satisfy himself that it corresponds to the investment objectives and financial position described to him by his client.

1982, c. 48, s. 161.

162. On carrying out an order, a dealer shall without delay send to his client a confirmation slip in the form prescribed by regulation.

In addition, he shall send to him a statement of account in the form and at the times prescribed by regulation.

1982, c. 48, s. 162.

163. In no case may a dealer trade as principal in a security listed on a recognized stock exchange, except in accordance with the applicable rules of the exchange.

In the case of other securities, a dealer may trade as principal with a person other than a dealer, provided he states that he proposes to do so in every document and communication intended to promote transactions in a particular security. The statement does not prevent him from effecting transactions in the security as agent.

1982, c. 48, s. 163.

163.1. No dealer may participate in the distribution of the securities of an issuer in the following cases:

(1)  where he or one of his associates or affiliates plays the role of promoter of the issuer or the venture, of manager of the venture or of general partner;

(2)  where one of his officers or directors or an officer or director of one of his associates or affiliates is the promoter of the issuer or the venture, the manager of the venture or the general partner;

(3)  where one of his officers or directors or an officer or director of one of his associates or affiliates is an officer or director of the promoter of the issuer or the venture, of the manager of the venture or of the general partner.

This section applies only in the case of the distribution of investment contracts, including shares in a limited partnership.

1990, c. 77, s. 29; 2006, c. 50, s. 46.

164. No dealer may vote for his own account securities registered in his name but not owned by him.

A dealer shall carry out the written instructions of the owner as to the voting of securities or as to the giving of a proxy to vote.

1982, c. 48, s. 164.

165. A dealer or any other person holding the securities of a reporting issuer on behalf of clients shall forward to the owner of the securities all the documents received concerning the securities at the expense of the person designated, at the rate fixed, in the circumstances and according to the other conditions prescribed by regulation.

On request, the author of the documents shall without delay and at his own expense send the number of copies required by the dealer to discharge his obligation.

1982, c. 48, s. 165; 2001, c. 38, s. 62.

165.1. A dealer or any other person holding the securities of a reporting issuer on behalf of clients is required to provide the issuer with a list of the names and addresses of those clients, where the issuer so requests in order to discharge its obligation to send documents to those clients, and to specify the number of securities held by each client and the preferred language of correspondence, except where a client has given written instructions that such information is not to be disclosed to the issuer.

2001, c. 38, s. 63.

166. In every document containing recommendations in respect of securities of a company, the registrant must make the statement prescribed by regulation concerning the interests that he or any of his officers or directors has in the securities.

1982, c. 48, s. 166; 2006, c. 50, s. 47, s. 111.

167. A dealer trading securities contemplated in section 67 for the account of his client must, before the first transaction in any particular market, remit to him the information document provided for in that section.

1982, c. 48, s. 167.

168. Credit balances appearing in the accounts of clients and not given in guarantee are funds payable on demand; in no case may a dealer use them except to finance his working capital on the conditions prescribed by regulation.

1982, c. 48, s. 168.

168.1. A dealer shall participate in a contingency fund in the cases and on the conditions determined by regulation.

The Government may, by order, exempt any contingency fund approved by the Authority for this purpose from the application of the Act respecting insurance (chapter A‐32).

1990, c. 77, s. 30; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

168.1.1. Every securities dealer or adviser must provide equitable resolution of complaints filed with the dealer or adviser. To that end, the dealer or adviser must establish a policy dealing with

(1)  the examination of complaints and claims filed by persons having an interest in a product or service it has provided;

(2)  the resolution of disputes pertaining to a product or service it has provided.

2002, c. 45, s. 630.

168.1.2. Every securities dealer or adviser shall, each year, within two months of the end of its fiscal year or on any other date determined by the Authority, submit to the latter a report to that date concerning the policy it has established pursuant to section 168.1.1.

The report shall mention, in particular, the number and nature of the complaints filed.

2002, c. 45, s. 630; 2004, c. 37, s. 90.

168.1.3. Every securities dealer or adviser shall inform each complainant, in writing and without delay, that a complainant may, if he or she is dissatisfied with the complaint examination procedure or its outcome, request the securities dealer or adviser to forward a copy of the complaint file to the Authority.

Where requested by a complainant, the securities dealer or adviser shall forward a copy of the complaint file to the Authority.

The Authority shall examine the complaint and may, if it considers it appropriate, act as a mediator if the parties agree. It may also retain the services of a natural person to act as a mediator or, with the authorization of the Government, enter into an agreement for that purpose with a body or a legal person.

2002, c. 45, s. 630; 2004, c. 37, s. 16.

168.1.4. Notwithstanding sections 9 and 83 of the Act respecting Access to documents held by public bodies and the Protection of personal information (chapter A‐2.1), the Authority may not communicate a complaint file without the authorization of the securities dealer or adviser that has transmitted it.

2002, c. 45, s. 630; 2004, c. 37, s. 90.

168.1.5. A mediator may not be compelled to disclose anything revealed to or learned by the mediator in the exercise of his or her functions or to produce a document prepared or obtained in the course of such exercise before a court of justice or before a person or body of the administrative branch exercising adjudicative functions.

Notwithstanding section 9 of the Act respecting Access to documents held by public bodies and the Protection of personal information (chapter A-2.1), no person may have access to a document contained in the mediation record.

2002, c. 45, s. 630.

CHAPTER V

Repealed, 2006, c. 50, s. 48.

2001, c. 38, s. 64; 2006, c. 50, s. 48.

168.2. (Repealed).

2001, c. 38, s. 64; 2006, c. 50, s. 48.

168.3. (Repealed).

2001, c. 38, s. 64; 2006, c. 50, s. 48.

168.4. (Repealed).

2001, c. 38, s. 64; 2006, c. 50, s. 48.

TITLE VI SELF-REGULATORY ORGANIZATIONS AND SECURITIES EXCHANGE OR CLEARING ACTIVITIES

2002, c. 45, s. 631; 2006, c. 50, s. 49.

169. No person may carry on securities exchange or clearing activities in Québec without the authorization of the Authority.

1982, c. 48, s. 169; 2002, c. 45, s. 631; 2004, c. 37, s. 90; 2006, c. 50, s. 50.

170. The Authority may authorize the carrying on of an activity mentioned in section 169 on the conditions it determines.

The Authority may also determine that a person that carries on such an activity or any other activity governed by this Act is to be recognized as a self-regulatory organization under Title III of the Act respecting the Autorité des marchés financiers (chapter A‐33.2).

The organization referred to in the second paragraph shall also be subject to the provisions of this Act which are applicable to a self-regulatory organization.

Despite section 60 of the Act respecting the Autorité des marchés financiers (chapter A-33.2), a person authorized to carry on securities exchange or clearing activities may include provisions governing the business or professional conduct of its members or participants and their representatives in its constituting documents, by-laws or operating rules.

1982, c. 48, s. 170; 2001, c. 38, s. 65; 2002, c. 45, s. 631; 2004, c. 37, s. 90; 2006, c. 50, s. 51.

170.1. (Replaced).

1990, c. 77, s. 31; 2002, c. 45, s. 631.

170.2. (Replaced).

2001, c. 38, s. 66; 2002, c. 45, s. 631.

171. The Authority may grant a person the authorization to operate an electronic securities trading system, a securities information processor or a matching service utility in Québec on the conditions it determines or register that person as a securities dealer.

In making a decision under this section, the Authority shall determine the connecting factors that are relevant for the protection of investors.

1982, c. 48, s. 171; 2002, c. 45, s. 631; 2004, c. 37, s. 90; 2006, c. 50, s. 52.

171.1. Sections 74 to 79 and 81 to 91 of the Act respecting the Autorité des marchés financiers (chapter A‐33.2) apply, with the necessary modifications, to persons referred to in sections 169 to 171.

Section 80 of the Act respecting the Autorité des marchés financiers applies to persons referred to in section 171.

2004, c. 37, s. 17; 2006, c. 50, s. 53.

171.1.1. The Authority may, by regulation, establish the rules applicable to exchanges, securities clearing houses, electronic securities trading systems, securities information processors or matching service utilities to which this division applies and, more particularly, rules concerning review and approval of their operating rules by the Authority.

2006, c. 50, s. 54.

172. The Bureau de décision et de révision en valeurs mobilières may prescribe a course of action to a person authorized to carry on securities exchange or clearing activities in Québec under section 169 where it considers it necessary for the proper operation of the person or for public protection.

1982, c. 48, s. 172; 2002, c. 45, s. 631; O.C. 1366-2003, s. 7; 2006, c. 50, s. 55.

173. (Replaced).

1982, c. 48, s. 173; 2002, c. 45, s. 631.

174. (Replaced).

1982, c. 48, s. 174; 2002, c. 45, s. 631.

175. (Replaced).

1982, c. 48, s. 175; 2002, c. 45, s. 631.

176. (Replaced).

1982, c. 48, s. 176; 2002, c. 45, s. 631.

177. (Replaced).

1982, c. 48, s. 177; 2002, c. 45, s. 631.

178. (Replaced).

1982, c. 48, s. 178; 2002, c. 45, s. 631.

179. (Replaced).

1982, c. 48, s. 179; 2002, c. 45, s. 631.

180. (Replaced).

1982, c. 48, s. 180; 2002, c. 45, s. 631.

180.1. (Replaced).

1990, c. 77, s. 32; 2002, c. 45, s. 631.

180.2. (Replaced).

1990, c. 77, s. 32; 2002, c. 45, s. 631.

180.3. (Replaced).

1990, c. 77, s. 32; 2002, c. 45, s. 631.

180.4. (Replaced).

1990, c. 77, s. 32; 2002, c. 45, s. 631.

181. (Replaced).

1982, c. 48, s. 181; 2002, c. 45, s. 631.

182. (Replaced).

1982, c. 48, s. 182; 2002, c. 45, s. 631.

182.1. (Replaced).

1992, c. 35, s. 10; 2002, c. 45, s. 631.

183. (Replaced).

1982, c. 48, s. 183; 2002, c. 45, s. 631.

184. (Replaced).

1982, c. 48, s. 184; 2002, c. 45, s. 631.

185. (Replaced).

1982, c. 48, s. 185; 2002, c. 45, s. 631.

186. (Replaced).

1982, c. 48, s. 186; 2002, c. 45, s. 631.

TITLE VII PROHIBITIONS AND PENALTIES

CHAPTER I USE OF PRIVILEGED INFORMATION AND MISCELLANEOUS PROHIBITIONS

187. No insider of a reporting issuer having privileged information relating to securities of the issuer may trade in such securities except in the following cases:

(1)  he is justified in believing that the information is generally known or known to the other party;

(2)  he avails himself of an automatic dividend reinvestment plan, automatic subscription plan or any other automatic plan established by a reporting issuer, according to conditions set down in writing, before he learned the information.

1982, c. 48, s. 187; 1984, c. 41, s. 45; 1987, c. 40, s. 21; 1990, c. 77, s. 33.

188. No person referred to in section 187 may disclose information referred to therein except in the following cases:

(1)  he is justified in believing that the information is generally known or known to the other party;

(2)  he must disclose the information in the course of business, having no ground to believe it will be used or disclosed contrary to section 187, 189 or 189.1 or to this section.

1982, c. 48, s. 188; 1984, c. 41, s. 46.

189. The prohibitions set out in sections 187 and 188 also apply to the following persons:

(1)  the officers and directors referred to in Chapter IV of Title III;

(2)  affiliates of the reporting issuer;

(3)  an investment fund manager or a person responsible for providing financial advice to an investment fund or for investing its shares or units and every person who is an insider of the investment fund manager or of that person;

(4)  every person who has acquired privileged information in the course of his relations with or of working for the reporting issuer, as a result of that person’s functions or of his engaging in business or professional activities;

(5)  every person having privileged information that, to his knowledge, was disclosed by an insider or a person referred to in this section;

(6)  every person who has acquired privileged information that he knows to be such concerning a reporting issuer;

(7)  every person who is an associate of the reporting issuer, of an insider of the latter or of a person contemplated in this section.

1982, c. 48, s. 189; 1984, c. 41, s. 47; 1999, c. 40, s. 327; 2006, c. 50, s. 57.

189.1. No person prohibited from trading in securities of a reporting issuer by the effect of section 187 or 189 may use the privileged information in any other manner unless he is justified in believing that the information is generally known to the public. Thus, no such person may trade in options concerning the securities of the issuer. Nor may the person trade in the securities of another issuer, in options or in futures contracts concerning an index, once their market prices are likely to be influenced by the price fluctuations of the issuer’s securities.

1984, c. 41, s. 48.

190. No person informed of the investment program established by an investment fund or by an adviser who is a portfolio manager may use the information for his own benefit in trading in securities of an issuer included in the program.

1982, c. 48, s. 190; 2006, c. 50, s. 59.

191. In addition to the adviser, the following persons are deemed to have knowledge of the investment program of an adviser who is a portfolio manager, if they participate in formulating his investment decisions or his recommendations to the client for whom he manages the portfolio, or learn of them before they are implemented:

(1)  every partner of the adviser;

(2)  every legal person that is an affiliate of the adviser;

(3)  every officer or director of the adviser or of a legal person that is an affiliate of the adviser;

(4)  every member of the personnel of the adviser or of a legal person that is an affiliate of the adviser.

1982, c. 48, s. 191; 2006, c. 50, s. 60, s. 111.

192. No person may make any representation that the Authority has passed upon the merits of any security or upon the financial situation, fitness or conduct of any registrant.

1982, c. 48, s. 192; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

193. No dealer or adviser may multiply transactions for the account of a client solely to increase his remuneration.

1982, c. 48, s. 193.

194. No person may sell a security short without previously notifying the dealer responsible for carrying out the transaction.

1982, c. 48, s. 194.

CHAPTER II OFFENCES

195. It is an offence

(1)  to contravene a decision of the Authority;

(2)  to fail to fulfil an undertaking with the Authority;

(3)  to fail to furnish, within the prescribed time, information or a document required by this Act or the regulations;

(4)  to fail to appear after summons, to refuse to testify or to refuse to send or remit any document or thing required by the Authority or an agent appointed by it in the course of an investigation;

(5)  to attempt, in any manner, to hinder a representative of the Authority in the exercise of his or her functions in the course or for the purposes of an inspection or an investigation.

1982, c. 48, s. 195; 2002, c. 45, s. 632; 2004, c. 37, s. 90.

195.1. Every registered dealer or adviser who employs as his representative a person who is not registered with the Authority as a representative of that dealer or adviser is guilty of an offence.

1984, c. 41, s. 49; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

195.2. Influencing or attempting to influence the market price or the value of securities by means of unfair, improper or fraudulent practices is an offence.

2002, c. 45, s. 633.

196. Every person who makes a misrepresentation in any of the following is guilty of an offence:

(1)  a prospectus of any type or an offering memorandum provided for in this Act or the regulations;

(2)  the information incorporated by reference in a simplified prospectus;

(2.1)  a document prepared under a special disclosure scheme referred to in section 64;

(3)  the information in respect of a reporting issuer provided for in paragraph 1 of section 85;

(4)  the information document provided for in section 67;

(5)  the annual, semi-annual or quarterly financial statements provided for in Title III;

(6)  the press release provided for in Title III;

(7)  the circular prepared in connection with a solicitation of proxies in accordance with Title III;

(8)  the take-over bid circular and issuer bid circular provided for in Title IV.

1982, c. 48, s. 196; 2006, c. 50, s. 61.

197. Every person is guilty of an offence who in any manner not specified in section 196 makes a misrepresentation

(1)  in respect of a transaction in a security;

(2)  in the course of soliciting proxies or sending a circular to security holders;

(3)  in the course of a take-over bid, a take-over bid by way of an exchange of securities or an issuer bid;

(4)  in any document or information filed with the Authority or one of its agents;

(5)  in any document forwarded or record kept by any person pursuant to this Act.

For the purposes of this section, a misrepresentation is any misleading information on a fact that is likely to affect the decision of a reasonable investor as well as any pure and simple omission of such a fact.

1982, c. 48, s. 197; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2006, c. 50, s. 62.

198. (Repealed).

1982, c. 48, s. 198; 2001, c. 38, s. 67.

199. It is an offence, in effecting a transaction in a security,

(1)  to represent that it will be resold or repurchased, except where it carries such a right;

(2)  to represent that all or part of the purchase price will be refunded, except where the security carries such a right;

(3)  to give an undertaking relating to the future value or price of the security, except so far as that value is guaranteed on the security itself;

(4)  to declare that the security will be listed or that an application therefor has been or will be made, except with the express authorization of the Authority or if the declaration appears in a preliminary or final prospectus for which the Authority has issued a receipt.

However, a person may, in the case of a transaction for more than $50,000, undertake, by a written instrument, to resell, repurchase or refund securities.

In addition, certain distributions may be exempted from the application of subparagraphs 1 and 2 of the first paragraph with the authorization of the Authority and on the conditions that it determines.

1982, c. 48, s. 199; 2001, c. 38, s. 68; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

200. Every person who, not being registered as a dealer, adviser or representative, gives out information to investors which could influence their investment decisions and derives an advantage therefrom separate from his ordinary remuneration, is guilty of an offence.

1982, c. 48, s. 200; 1990, c. 77, s. 34.

201. An adviser who is a portfolio manager is guilty of an offence if, in carrying out his mandate, he knowingly participates in any of the following transactions:

(1)  the making of a loan or a guarantee to an issuer in which a person referred to in section 191 or an associate of that person is an officer or director, except with the written authorization of the client for whom the portfolio is managed given with full knowledge of the facts;

(2)  the purchase of securities from an issuer referred to in paragraph 1, except with the written authorization of the client for whom the portfolio is managed given with full knowledge of the facts;

(3)  a securities transaction with a person referred to in section 191 or an associate of that person;

(4)  the making of a loan or a guarantee to a person referred to in section 191 or an associate of that person.

1982, c. 48, s. 201; 2006, c. 50, s. 63, s. 111.

CHAPTER III PENAL PROVISIONS

202. Unless otherwise specified, every person who contravenes a provision of this Act is guilty of an offence and is liable, in the case of a natural person, to a fine of $1 000 to $20 000 and, in other cases, to a fine of $1 000 to $50 000.

In determining the penalty, the court shall take particular account of the harm done to the investors and the advantages derived from the offence.

1982, c. 48, s. 202; 1990, c. 4, s. 897; 1992, c. 35, s. 11.

203. Every contravention of a regulation made under this Act is an offence subject to the same provisions as offences under this Act.

1982, c. 48, s. 203.

204. In the case of an offence under section 195.2, 196 or 197 and in the case of a distribution without a prospectus in contravention of section 11, the fine shall be not less than $5 000 nor more than $5 000 000; in the case of an offence under any of sections 187 to 190, the maximum fine shall be $5 000 000 or four times the profit that may be realized, whichever is greater, and the minimum fine shall be twice the profit but not less than $5 000.

Where the person who committed the offence traded in a security relying on privileged information, profit that may be realized means the difference between the price at which the initial trade was effected and the average market price of the security in the 10 trading days following general disclosure of the information; if, however, the position is liquidated within those 10 trading days, the average market price is replaced by the price actually obtained to the extent that that price yields a greater profit than what would be obtained at the average market price.

Where the person who committed the offence communicated privileged information, profit that may be realized means the consideration received for having communicated the information.

1982, c. 48, s. 204; 1987, c. 40, s. 22; 1990, c. 4, s. 898; 1992, c. 35, s. 12; 2002, c. 45, s. 634; 2004, c. 37, s. 18.

205. Every officer, director or employee of the principal offender, including a person remunerated on commission, who authorizes or permits an offence under this Act is liable to the same penalties as the principal offender.

1982, c. 48, s. 205; 2006, c. 50, s. 64, s. 111.

206. (Repealed).

1982, c. 48, s. 206; 2001, c. 38, s. 69.

207. Every conspiracy to commit an offence under this Act is an offence punishable by the penalties provided in section 202 or 204, according to the offence.

1982, c. 48, s. 207.

208. Every person who, by act or omission, aids a person in the commission of an offence is guilty of the offence as if he had committed it himself. He is liable to the penalties provided in section 202 or 204 according to the nature of the offence.

The same rule applies to a person who, by incitation, counsel or order induces a person to commit an offence.

1982, c. 48, s. 208; 1987, c. 40, s. 23.

208.1. Every person who makes a distribution of securities in contravention of section 11 or who contravenes any of sections 187 to 190, 195.2, 196, 197, 205, 207 and 208 is liable, in addition to the fine provided for in the applicable penal provision, to imprisonment not exceeding five years less one day, notwithstanding articles 231 and 348 of the Code of Penal Procedure (chapter C‐25.1).

2002, c. 45, s. 635; 2002, c. 70, s. 176.

209. (Repealed).

1982, c. 48, s. 209; 1984, c. 41, s. 50; 1990, c. 4, s. 899.

210. Penal proceedings for an offence under a provision of this Act may be instituted by the Authority.

1982, c. 48, s. 210; 1992, c. 61, s. 622; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

210.1. The fine imposed by a court belongs to the Authority where the Authority has taken charge of the prosecution.

2001, c. 38, s. 70; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

211. Penal proceedings for an offence under a provision of sections 11, 12, 25, 26, 73, 74, 94 to 103, 148, 149, 163.1, 187 to 190 and 192 to 201 shall be prescribed by five years from the date on which the investigation record relating to the offence was opened.

The certificate of the secretary of the Authority indicating the date on which the investigation record was opened constitutes, failing any evidence to the contrary, conclusive proof of such fact.

1982, c. 48, s. 211; 1990, c. 77, s. 35; 1992, c. 61, s. 623; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

212. The Authority may recover its costs for an investigation from any person found guilty of an offence under this Act or under the securities legislation of another legislative authority.

The Authority shall prepare a statement of costs and present it to a judge of the Court of Québec after giving the interested parties five days’ advance notice of the date of presentation.

The judge shall tax the costs, and his decision may be appealed with leave of a judge of the Court of Appeal.

1982, c. 48, s. 212; 1988, c. 21, s. 66; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

213. A judge of the Court of Québec may, upon satisfactory proof of the authenticity of the signature thereon, endorse a warrant of arrest issued by a judge of another province or a territory against any person on a charge of contravening the securities legislation of that province or territory.

The warrant so endorsed is sufficient authority to the bearer or any peace officer of Québec to execute it and take the person arrested to the place indicated in the warrant.

1982, c. 48, s. 213; 1988, c. 21, s. 144; 2004, c. 37, s. 19.

TITLE VIII CIVIL ACTIONS

213.1. This Title sets rules applicable to certain actions for rescission, for revision of the price or for damages. It also sets rules applicable when privileged information is used in contravention of certain provisions concerning insiders, and rules applicable when this Act or a regulation made under this Act is contravened in connection with a take-over bid or issuer bid.

More particularly, Chapters I and II of this Title establish rules relating to actions for damages resulting from the subscription, acquisition or disposition of securities to which this Title applies. They do not prevent an action for damages from being brought under ordinary civil liability rules.

2007, c. 15, s. 3.

CHAPTER I TRANSACTIONS EFFECTED WITHOUT A PROSPECTUS OR CIRCULAR

214. Every person who has subscribed for or acquired securities in a distribution of securities effected without the prospectus required under Title II may apply to have the transaction rescinded or the price revised, at his option, without prejudice to his claim for damages.

The plaintiff may claim damages from the issuer or the holder, as the case may be, whose securities were distributed without a prospectus from the promoter of the venture, from their officers or directors, or from the dealer responsible for the distribution.

However, if the plaintiff did not receive the prospectus he was entitled to receive, he has no claim in damages except against the dealer required to send the prospectus to him pursuant to section 29.

1982, c. 48, s. 214; 1990, c. 77, s. 36; 2006, c. 50, s. 66.

215. Every person who has disposed of securities in response to a take-over bid or issuer bid effected without the circular required under Title IV may apply to have the disposal rescinded or the price revised, at his option. In addition, the plaintiff may claim damages from the offeror, its officers and its directors.

If a holder did not receive the circular he was entitled to receive, he may claim damages from the offeror, its officers and its directors.

1982, c. 48, s. 215; 2006, c. 50, s. 67; 2007, c. 15, s. 4.

215.1. The plaintiff in an action for damages is not required to prove that the plaintiff subscribed for, acquired or disposed of securities because the distribution, take-over bid or issuer bid was made without a prospectus or without a circular, or because the plaintiff did not receive a prospectus or a circular that the plaintiff was entitled to receive.

2007, c. 15, s. 5.

216. The defendant in an action for damages under section 214 or 215 is liable for damages unless it is proved that the absence of a prospectus or circular was not imputable to any act on his part.

1982, c. 48, s. 216; 1999, c. 40, s. 327.

CHAPTER II MISREPRESENTATION

2007, c. 15, s. 6.

DIVISION I PRIMARY MARKET AND TAKE-OVER OR ISSUER BIDS

2007, c. 15, s. 9.

217. A person who has subscribed for or acquired securities in a distribution effected with a prospectus containing a misrepresentation may apply to have the contract rescinded or the price revised, without prejudice to his claim for damages.

The defendant may defeat the application only if it is proved that the plaintiff knew, at the time of the transaction, of the alleged misrepresentation.

1982, c. 48, s. 217.

218. The plaintiff may claim damages from the issuer or the holder, as the case may be, whose securities were distributed, from its officers or directors, or from the dealer under contract to the issuer or holder whose securities were distributed.

1982, c. 48, s. 218; 2006, c. 50, s. 69, s. 111.

219. The plaintiff may also claim damages from the expert whose opinion, containing a misrepresentation, appeared, with his consent, in the prospectus.

1982, c. 48, s. 219.

220. The defendant in an action provided for in sections 218 and 219 is liable for damages unless it is proved that

(1)  he acted with prudence and diligence, except in an action brought against the issuer or the holder whose securities were distributed, or that

(2)  the plaintiff knew, at the time of the transaction, of the alleged misrepresentation.

1982, c. 48, s. 220; 1999, c. 40, s. 327.

221. Rights of action established under sections 217 to 219 may also be exercised if a misrepresentation is contained in

(1)  the information incorporated by reference in the simplified prospectus;

(2)  the offering memorandum prescribed by regulation;

(3)  any other document authorized by the Authority for use in lieu of a prospectus.

1982, c. 48, s. 221; 1984, c. 41, s. 52; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2006, c. 50, s. 70.

222. A person who has disposed of securities in response to a take-over bid or issuer bid effected with a circular containing a misrepresentation may apply to have the disposal rescinded or the price revised, whether the circular is prepared in application of this Act or in accordance with the exemption in virtue of section 119.

The defendant may defeat the application only if it is proved that, at the time of the disposal, the plaintiff knew of the alleged misrepresentation.

1982, c. 48, s. 222; 1984, c. 41, s. 53; 2007, c. 15, s. 7.

223. The plaintiff may also claim damages from the offeror, its officers and its directors, and from the expert whose opinions, containing a misrepresentation, appeared, with his consent, in the circular.

1982, c. 48, s. 223; 2006, c. 50, s. 72.

224. The defendant in an action provided for in section 223 is liable for damages unless it is proved that

(1)  he acted with prudence and diligence, except in the case of the offeror, or that

(2)  the plaintiff knew, at the time of the disposal, of the alleged misrepresentation.

1982, c. 48, s. 224; 1999, c. 40, s. 327; 2007, c. 15, s. 8.

225. Any misrepresentation contained in any of the documents prescribed in sections 134 to 139 prepared by the board of directors or any of the senior executives of the offeree issuer gives rise to a right of action in damages, in favour of all the holders of securities of the offeree issuer at the time of the bid, against the signatory or signatories of the document.

The defendant is liable for damages, subject to the grounds for defence set forth in section 224.

1982, c. 48, s. 225; 1984, c. 41, s. 54; 1999, c. 40, s. 327.

225.0.1. A defendant may defeat an action based on a misrepresentation in forward-looking information by proving that

(1)  the document containing the forward-looking information contained, proximate to that information,

(a)  reasonable cautionary language identifying the forward-looking information as such, and identifying material factors that could cause actual results to differ materially from a conclusion, forecast or projection in the forward-looking information; and

(b)  a statement of the material factors or assumptions that were applied in drawing a conclusion or making a forecast or projection; and

(2)  the defendant had a reasonable basis for drawing the conclusions or making the forecasts or projections set out in the forward-looking information.

This section does not apply to forward-looking information in a financial statement required to be filed under this Act or the regulations or in a document released in connection with an initial public offering.

2007, c. 15, s. 10.

225.0.2. The plaintiff is not required to prove that the plaintiff relied on the document containing a misrepresentation when the plaintiff subscribed for, acquired or disposed of a security.

2007, c. 15, s. 10.

225.1. Where a bid is made through the facilities of a stock exchange, any misrepresentation contained in a disclosure document equivalent to a document referred to in any of sections 222 to 225 and filed with the stock exchange or forwarded to the shareholders in accordance with the exchange’s requirements gives rise to a right of action under those sections.

1987, c. 40, s. 24.

DIVISION II SECONDARY MARKET

2007, c. 15, s. 11.

§ 1 . — Scope and interpretation

2007, c. 15, s. 11.

225.2. This division applies to any person who acquires or disposes of a security of a reporting issuer or of any issuer closely connected to Québec whose securities are publicly traded.

However, this division does not apply to a person that subscribes for or acquires a security during the period of a distribution of securities made with a prospectus or, unless otherwise provided by regulation, under a prospectus exemption granted by this Act, a regulation made under this Act or a decision of the Authority; nor does it apply to a person that acquires or disposes of a security in connection with or pursuant to a take-over bid or issuer bid, unless otherwise provided by regulation, or to a person that makes any other transaction determined by regulation.

2007, c. 15, s. 11.

225.3. In this division, unless the context indicates otherwise,

“core document” means a prospectus, a take-over bid circular, an issuer bid circular, a directors’ circular, a notice of change or variation in respect of a take-over bid circular, issuer bid circular or directors’ circular, a rights offering circular, management’s discussion and analysis, an annual information form, a proxy solicitation circular, the issuer’s annual and interim financial statements and any other document determined by regulation, and a material change report, but only where used in relation to the issuer or the investment fund manager and their officers;

“document” means any writing that is filed or required to be filed with the Authority, with a government or an agency of a government under applicable securities or corporate law, or with a stock exchange or quotation and trade reporting system under its by-laws, or the content of which would reasonably be expected to affect the market price or value of a security of the issuer;

“expert” means a person whose profession gives authority to a statement made in a professional capacity by the person, including an accountant, actuary, appraiser, auditor, engineer, financial analyst, geologist, advocate or notary, but not including an entity that is an approved rating organization defined by regulation;

“influential person” means, in respect of an issuer, a control person, a promoter, an insider who is not a director or officer of the issuer, or an investment fund manager, if the issuer is an investment fund;

“issuer’s security” means a security of an issuer and includes a security the market price or value of which, or payment obligations under which, are derived from or based on a security of the issuer and which is created by a person acting on behalf of the issuer or is guaranteed by the issuer;

“management’s discussion and analysis” means the section of an annual information form, annual report or other document that contains management’s discussion and analysis of the financial situation and operating results of an issuer as required under this Act or the regulations;

“public oral statement” means an oral statement made in circumstances in which a reasonable person would believe that information contained in the statement will become generally disclosed; and

“release” means, with respect to information or a document, to file with a stock exchange, the Authority or an extra-provincial securities commission within the meaning of section 305.1, or to otherwise make available to the public.

2007, c. 15, s. 11.

§ 2 . — Actions for damages and burden of proof

2007, c. 15, s. 11.

I.  — Prior authorization and other general conditions

2007, c. 15, s. 11.

225.4. No action for damages may be brought under this division without the prior authorization of the court.

The request for authorization must state the facts giving rise to the action. It must be filed together with the projected statement of claim and be notified by bailiff to the parties concerned, with a notice of at least 10 days of the date of presentation.

The court grants authorization if it deems that the action is in good faith and there is a reasonable possibility that it will be resolved in favour of the plaintiff.

2007, c. 15, s. 11.

225.5. On filing the request for authorization with the court, the plaintiff must send a copy to the Authority.

If authorization is granted by the court, the plaintiff must promptly issue a press release disclosing that fact. Within seven days after authorization is granted, the plaintiff must send a written notice to the Authority, together with a copy of the press release. In addition, on filing the statement of claim with the court, the plaintiff must send a copy to the Authority.

2007, c. 15, s. 11.

225.6. Any interested party may request that the court declare an authorization perempted if the plaintiff does not commence the action within three months after authorization is granted.

Such a request must be served on the parties together with a notice of at least 30 days of the date of presentation.

2007, c. 15, s. 11.

225.7. An action may not be abandoned or settled except on the terms set by the court, including terms as to costs.

When setting the terms, the court considers whether there are any other actions outstanding under this division or under comparable provisions of extra-provincial securities laws within the meaning of section 305.1 in respect of the same misrepresentation or failure to make timely disclosure.

2007, c. 15, s. 11.

II.  — Persons liable to action

2007, c. 15, s. 11.

225.8. A person that acquires or disposes of an issuer’s security during the period between the time when the issuer or a mandatary or other representative of the issuer released a document containing a misrepresentation and the time when the misrepresentation was publicly corrected may bring an action against

(1)  the issuer, each director of the issuer at the time the document was released, and each officer of the issuer who authorized, permitted or acquiesced in the release of the document;

(2)  each influential person, and each director and officer of an influential person, who knowingly influenced the issuer or a mandatary or other representative of the issuer to release the document or a director or officer of the issuer to authorize, permit or acquiesce in the release of the document; and

(3)  each expert whose report, statement or opinion containing the misrepresentation was included, summarized or quoted from in the document and, if the document was released by a person other than the expert, who consented in writing to the use of the report, statement or opinion in the document.

2007, c. 15, s. 11.

225.9. A person that acquires or disposes of an issuer’s security during the period between the time when a mandatary or other representative of the issuer made a public oral statement relating to the issuer’s business or affairs and containing a misrepresentation and the time when the misrepresentation was publicly corrected may bring an action against

(1)  the issuer and each director and officer of the issuer who authorized, permitted or acquiesced in the making of the public oral statement;

(2)  the person who made the public oral statement;

(3)  each influential person, and each director and officer of an influential person, who knowingly influenced the person who made the public oral statement to make the public oral statement or a director or officer of the issuer to authorize, permit or acquiesce in the making of the public oral statement; and

(4)  each expert whose report, statement or opinion containing the misrepresentation was included, summarized or quoted from in the public oral statement and, if the public oral statement was made by a person other than the expert, who consented in writing to the use of the report, statement or opinion in the public oral statement.

2007, c. 15, s. 11.

225.10. A person that acquires or disposes of an issuer’s security during the period between the time when an influential person or a mandatary or other representative of the influential person released a document or made a public oral statement relating to the issuer and containing a misrepresentation and the time when the misrepresentation was publicly corrected may bring an action against

(1)  the issuer, if a director or officer of the issuer or the investment fund manager authorized, permitted or acquiesced in the release of the document or the making of the public oral statement;

(2)  the person who made the public oral statement;

(3)  each director and officer of the issuer who authorized, permitted or acquiesced in the release of the document or the making of the public oral statement;

(4)  the influential person and each director and officer of the influential person who authorized, permitted or acquiesced in the release of the document or the making of the public oral statement; and

(5)  each expert whose report, statement or opinion containing the misrepresentation was included, summarized or quoted from in the document or public oral statement and, if the document was released or the public oral statement was made by a person other than the expert, who consented in writing to the use of the report, statement or opinion in the document or public oral statement.

2007, c. 15, s. 11.

225.11. A person that acquires or disposes of an issuer’s security during the period between the time when the issuer failed to make timely disclosure of a material change and the time when the material change was disclosed in the manner required under this Act or the regulations may bring an action against

(1)  the issuer and each director and officer of the issuer who authorized, permitted or acquiesced in the failure to make timely disclosure; and

(2)  each influential person, and each director and officer of an influential person, who knowingly influenced the issuer or a mandatary or other representative of the issuer in the failure to make timely disclosure or a director or officer of the issuer to authorize, permit or acquiesce in the failure to make timely disclosure.

2007, c. 15, s. 11.

III.  — Plaintiff’s burden of proof

2007, c. 15, s. 11.

225.12. The plaintiff is not required to prove that the plaintiff relied on the document or public oral statement containing a misrepresentation or on the issuer having complied with its timely disclosure obligations when the plaintiff acquired or disposed of the issuer’s security.

2007, c. 15, s. 11.

225.13. For the purposes of sections 225.8 to 225.10, unless the defendant is an expert or the misrepresentation was contained in a core document, the plaintiff must prove that the defendant

(1)  knew, at the time that the document was released or the public oral statement was made, that the document or public oral statement contained a misrepresentation or deliberately avoided acquiring such knowledge at or before that time; or

(2)  was guilty of a gross fault in connection with the release of the document or the making of the public oral statement.

2007, c. 15, s. 11.

225.14. For the purposes of section 225.11, unless the defendant is the issuer, the investment fund manager or an officer of the issuer or the investment fund manager, the plaintiff must prove that the defendant

(1)  knew, at the time that a material change report should have been filed, of the change and that the change was a material change, or deliberately avoided acquiring such knowledge at or before that time; or

(2)  was guilty of a gross fault in connection with the failure to make timely disclosure.

2007, c. 15, s. 11.

225.15. In determining whether a gross fault was committed, the court must consider all relevant circumstances, including

(1)  the nature of the issuer;

(2)  the knowledge, experience and function of the defendant;

(3)  the office held, if the defendant was an officer;

(4)  the presence or absence of another relationship with the issuer, if the defendant was a director;

(5)  the existence and the nature of any system designed to ensure that the issuer meets its continuous disclosure obligations, and the reasonableness of reliance by the defendant on that system;

(6)  the reasonableness of reliance by the defendant on the issuer’s officers and employees and on others whose duties would in the ordinary course have given them knowledge of the relevant facts;

(7)  the period within which disclosure was required to be made under this Act or the regulations;

(8)  in respect of a report, statement or opinion of an expert, any standards, rules or practices applicable to the expert;

(9)  the extent to which the defendant knew, or should reasonably have known, the content and medium of dissemination of the document or public oral statement;

(10)  the role and responsibility of the defendant in the preparation and release of the document or the making of the public oral statement containing the misrepresentation or in the ascertaining of the facts contained in that document or public oral statement; and

(11)  the role and responsibility of the defendant in the decision not to disclose the material change.

2007, c. 15, s. 11.

225.16. The court seized of the action may decide that multiple misrepresentations having common subject matter or content may be treated as a single misrepresentation or that multiple instances of failure to make timely disclosure concerning common subject matter may be treated as a single failure to make timely disclosure.

2007, c. 15, s. 11.

IV.  — Defendant’s burden of proof

2007, c. 15, s. 11.

225.17. A defendant may defeat an action by proving that, at the time of the transaction, the plaintiff knew that the document or public oral statement contained a misrepresentation or was aware of the material change that should have been disclosed.

An action may also be defeated by proving that the defendant conducted or caused to be conducted a reasonable investigation and had no reasonable grounds to believe that the document or public oral statement would contain a misrepresentation or that the failure to make timely disclosure would occur.

2007, c. 15, s. 11.

225.18. In determining whether an investigation was reasonable under the second paragraph of section 225.17, the court must consider all relevant circumstances, including those listed in paragraphs 1 to 11 of section 225.15.

2007, c. 15, s. 11.

225.19. A defendant may defeat an action by proving that

(1)  the misrepresentation was also contained in a document filed by or on behalf of a third person, other than the issuer, with the Authority or an extra-provincial securities commission within the meaning of section 305.1 or a stock exchange, and was not corrected in another document filed by or on behalf of that third person with the Authority, commission or stock exchange before the issuer or the mandatary or other representative of the issuer released the document or made the public oral statement;

(2)  the document or public oral statement contained a reference identifying the document that was the source of the misrepresentation; and

(3)  when the document was released or the public oral statement was made, the defendant did not know and had no reasonable grounds to believe that the document or public oral statement contained a misrepresentation.

2007, c. 15, s. 11.

225.20. A defendant, other than the issuer, may defeat an action by proving that

(1)  the document was released, the public oral statement was made or the failure to make timely disclosure occurred without the defendant’s knowledge or consent; and

(2)  after the defendant became aware of the misrepresentation or the failure to make timely disclosure but before the misrepresentation was corrected or the material change was disclosed in the manner required under this Act or the regulations,

(a)  the defendant promptly notified the board of directors of the issuer or other persons acting in a similar capacity of the misrepresentation or the failure to make timely disclosure; and

(b)  if no correction of the misrepresentation or no subsequent disclosure of the material change in the manner required under this Act or the regulations was made by the issuer within two business days after the notification under subparagraph a, the defendant, unless prohibited by law or by professional confidentiality rules, promptly notified the Authority, in writing, of the misrepresentation in the document or public oral statement or failure to make timely disclosure.

2007, c. 15, s. 11.

225.21. For the purposes of sections 225.9 and 225.10, a defendant other than the person who made the public oral statement may defeat an action by proving that the defendant did not become, or should not reasonably have become, aware of the misrepresentation before the plaintiff acquired or disposed of the issuer’s securities and by proving that the person who made the public oral statement had no authority other than apparent authority to do so.

2007, c. 15, s. 11.

225.22. A defendant may defeat an action for a misrepresentation in forward-looking information in a document or a public oral statement by proving that

(1)  the document or public oral statement containing the forward-looking information contained, proximate to that information,

(a)  reasonable cautionary language clearly identifying the forward-looking information as such, and identifying material factors that could cause actual results to differ materially from a conclusion, forecast or projection in the forward-looking information; and

(b)  a statement of the material factors or assumptions that were applied in drawing a conclusion or making a forecast or projection; and

(2)  the defendant had a reasonable basis for drawing the conclusions or making the forecasts or projections set out in the forward-looking information.

This section does not apply to forward-looking information in a financial statement required to be filed under this Act or the regulations or in a document released in connection with an initial public offering.

2007, c. 15, s. 11.

225.23. A defendant is deemed to have satisfied the requirements of subparagraph 1 of the first paragraph of section 225.22 with respect to a public oral statement containing forward-looking information if the person who made the public oral statement

(1)  made a cautionary statement that the public oral statement contains forward-looking information;

(2)  stated that the actual results could differ materially from a conclusion, forecast or projection in the forward-looking information and that certain material factors or assumptions were applied in drawing a conclusion or making a forecast or projection as reflected in the forward-looking information; and

(3)  stated that additional information about the material factors that could cause actual results to differ materially from the conclusion, forecast or projection in the forward-looking information and about the material factors or assumptions applied in drawing a conclusion or making a forecast or projection as reflected in the forward-looking information is contained in a readily-available document, and has identified that document.

For the purposes of subparagraph 3 of the first paragraph, a document filed with the Authority, or otherwise generally disclosed, is deemed to be readily available.

2007, c. 15, s. 11.

225.24. A defendant, other than an expert, may defeat an action for a misrepresentation in a document or public oral statement that includes, summarizes or quotes from a report, statement or opinion made by the expert, with the expert’s written consent to the use of the report, statement or opinion, if the consent had not been withdrawn in writing before the document was released or the public oral statement was made, by proving that

(1)  the defendant did not know and had no reasonable grounds to believe that there was a misrepresentation in the report, statement or opinion of the expert that was included, summarized or quoted from in the document or public oral statement; and

(2)  that the report, statement or opinion of the expert was fairly represented in the document or public oral statement.

2007, c. 15, s. 11.

225.25. An expert who is the defendant in an action may defeat the action by proving that the written consent previously provided to the use of a report, statement or opinion made by the expert was withdrawn in writing before the document was released or the public oral statement was made.

2007, c. 15, s. 11.

225.26. A defendant may defeat an action for a misrepresentation in a document other than a document that is required to be filed with the Authority by proving that, at the time that the document was released, the defendant did not know and had no reasonable grounds to believe that the document would be released.

2007, c. 15, s. 11.

225.27. A defendant may defeat an action under section 225.11 by proving that

(1)  the issuer, in accordance with this Act or the regulations, filed a material change report with the Authority without making the report public and the issuer had a reasonable basis to file the report on a confidential basis;

(2)  if the change remains material, the issuer promptly made the material change public when the basis for confidentiality ceased to exist;

(3)  the defendant or issuer did not release a document or make a public oral statement that, due to the undisclosed material change report, contained a misrepresentation; and

(4)  if the material change became publicly known in a manner other than the manner required under this Act or the regulations, the issuer promptly disclosed the material change in accordance with this Act or the regulations.

2007, c. 15, s. 11.

§ 3 . — Assessment of damages and apportionment of liability

2007, c. 15, s. 11.

225.28. Damages are assessed as follows in favour of a plaintiff that acquired an issuer’s securities:

(1)  in respect of securities that the plaintiff has not disposed of, assessed damages are to be equal to the number of securities acquired and not disposed of, multiplied by the difference between the average price paid per security (including commissions) and, if the issuer’s securities trade on an organized market, the trading price of the issuer’s securities on the principal market for the 10 trading days following the public correction of the misrepresentation or the disclosure of the material change in the manner required under this Act or the regulations or, if there is no organized market, the amount that the court considers just;

(2)  in respect of securities that the plaintiff subsequently disposed of on or before the last of the 10 trading days referred to in paragraph 1, assessed damages are to be equal to the difference between the average price paid for those securities (including commissions) and the price received on the disposition of those securities (without deducting commissions), calculated taking into account the result of hedging or other risk limitation transactions; and

(3)  in respect of securities that the plaintiff subsequently disposed of after the last of the 10 trading days referred to in paragraph 1, assessed damages are to be equal to the lesser of

(a)  the number of those securities, multiplied by the difference determined under paragraph 1; and

(b)  the difference determined under paragraph 2.

2007, c. 15, s. 11.

225.29. Damages are assessed as follows in favour of a plaintiff that disposed of an issuer’s securities:

(1)  in respect of securities that the plaintiff has not subsequently repurchased, assessed damages are to be equal to the number of securities disposed of and not repurchased, multiplied, if the issuer’s securities trade on an organized market, by the difference between the trading price of the issuer’s securities on the principal market for the 10 trading days following the public correction of the misrepresentation or the disclosure of the material change in the manner required under this Act or the regulations, or, if there is no organized market, the amount that the court considers just, and the average price received per security on the disposition of those securities (deducting commissions paid determined on a per security basis);

(2)  in respect of securities that the plaintiff subsequently repurchased on or before the last of the 10 trading days referred to in paragraph 1, assessed damages are to be equal to the difference between the price paid for those securities (excluding commissions) and the average price received on the disposition of those securities (deducting commissions), calculated taking into account the result of hedging or other risk limitation transactions; and

(3)  in respect of securities that the plaintiff repurchased after the last of the 10 trading days referred to in paragraph 1, assessed damages are to be equal to the lesser of

(a)  the number of those securities, multiplied by the difference determined under paragraph 1; and

(b)  the difference determined under paragraph 2.

2007, c. 15, s. 11.

225.30. Assessed damages are not to include any amount that the defendant proves is attributable to a change in the market price of securities that is unrelated to the misrepresentation or the failure to make timely disclosure.

2007, c. 15, s. 11.

225.31. The court determines each defendant’s responsibility for the damages assessed and orders each defendant to pay that portion of those damages that corresponds to the defendant’s responsibility.

However, if the court determines that a particular defendant, other than the issuer, authorized, permitted or acquiesced in the release of the document or making of the public oral statement containing the misrepresentation, or the failure to make timely disclosure, while knowing it to be a misrepresentation or a failure to make timely disclosure, it may order that defendant to pay the whole amount of the damages.

If two or more defendants are so determined to be responsible for all the damages assessed, they are solidarily liable for the whole amount of the damages.

2007, c. 15, s. 11.

225.32. A defendant who is a director or officer of an influential person is not liable in that capacity if the defendant is liable as a director or officer of the issuer.

2007, c. 15, s. 11.

225.33. Unless the plaintiff proves that the defendant, other than the issuer, authorized, permitted or acquiesced in the release of the document or making of the public oral statement containing the misrepresentation, or the failure to make timely disclosure, while knowing it to be a misrepresentation or a failure to make timely disclosure, the damages payable are the lesser of

(1)  the amount determined under section 225.28 or 225.29; and

(2)  the maximum amount determined under the second paragraph less any damages the defendant has been ordered to pay by a judgment that has become res judicata in any other actions brought against the defendant under this division or comparable provisions of extra-provincial securities laws within the meaning of section 305.1 in respect of the same misrepresentation or failure to make timely disclosure, and less any amount paid in settlement of such actions.

For the purposes of subparagraph 2 of the first paragraph, the maximum amount is,

(1)  in the case of the issuer or an influential person that is not a natural person, the greater of 5% of its market capitalization and $1,000,000;

(2)  in the case of a natural person other than an expert, the greater of 50% of the aggregate of that person’s compensation from the issuer and its affiliates and $25,000 or, if the person is a director or officer of an influential person, the greater of 50% of the aggregate of that person’s compensation from the influential person and its affiliates and $25,000; and

(3)  in the case of an expert, the greater of the revenue that the expert and the affiliates of the expert earned from the issuer and its affiliates during the 12-month period preceding the misrepresentation and $1,000,000.

For the purposes of subparagraph 2 of the second paragraph, “compensation” means compensation received during the 12-month period immediately preceding the day on which the misrepresentation was made or on which the failure to make timely disclosure first occurred, together with the market value of all deferred compensation including, without limitation, options, pension benefits and stock appreciation rights, granted during the same period, valued as of the date that such compensation is awarded.

2007, c. 15, s. 11.

CHAPTER III USE OF PRIVILEGED INFORMATION

226. Every person who carries out a transaction contrary to section 187, 189, 189.1 or 190 is responsible for any injury suffered by the other party to the transaction.

1982, c. 48, s. 226; 1984, c. 41, s. 55; 1999, c. 40, s. 327.

227. Every person who discloses privileged information in contravention of section 188 or 189 is responsible for any injury caused to a third person as a result of a transaction effected with the person who used the information so disclosed.

1982, c. 48, s. 227; 1999, c. 40, s. 327.

228. Every person using privileged information contrary to section 187, 189, 189.1 or 190 is also accountable for the benefit accruing to him from the prohibited transactions, after repairing the harm caused, to the following persons:

(1)  the issuer of the securities concerned, in the case of an offence under section 187, 189 or 189.1;

(2)  the investment fund or the client for whom the portfolio is managed, in the case of an offence under section 190.

1982, c. 48, s. 228; 1984, c. 41, s. 56; 2006, c. 50, s. 75.

229. With the authorization of the court, obtained on a motion served on the issuer or the investment fund, the rights of action for recovery under section 228 may be exercised, in the name of and for the account of the persons entitled to the action, by a person who was at the time of the prohibited transaction or is at the time of the motion a holder of outstanding securities of the issuer or the investment fund.

1982, c. 48, s. 229; 2004, c. 37, s. 20; 2006, c. 50, s. 76.

230. Every holder who satisfies the conditions set forth in section 229 may also intervene in an action instituted under section 228 or 229.

1982, c. 48, s. 230.

231. To obtain the authorization provided for in section 229, it must be established that the officers and the directors of the issuer or the investment fund have failed to institute the action, or have failed to prosecute it diligently.

1982, c. 48, s. 231; 2006, c. 50, s. 77, s. 111.

232. The court may make any necessary order to facilitate the timely exercise of a holder’s right to institute or intervene in an action. In particular, it may charge the holder’s costs to the issuer.

1982, c. 48, s. 232.

233. The Authority has an interest to bring an action under section 229 or 230 in the same manner as a holder.

1982, c. 48, s. 233; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

CHAPTER III.1 IRREGULAR TAKE-OVER BIDS OR ISSUER BIDS

1984, c. 41, s. 58.

233.1. The offeree company, the offeror, their senior executives and persons holding their securities at the time of the transaction or action may move that the court make any order of such a nature as to rectify the consequences of a contravention of the Act or the regulations regarding a take-over bid or issuer bid. A copy of the motion requesting the order is sent to the Authority.

They may in particular move that the court cancel a transaction or an issue, order a party to dispose of securities purchased during a bid, prohibit a holder from exercising voting rights attached to securities purchased during a bid, or order that compensation be paid to an interested person for any damage resulting from a contravention of the Act or the regulations regarding a take-over bid or issuer bid.

1984, c. 41, s. 58; 2006, c. 50, s. 78.

233.2. On application by an interested person, the Bureau de décision et de révision en valeurs mobilières may, if it considers that a person has not complied or is not complying with this Act or the regulations in the context of a take-over bid or an issuer bid, make an order

(1)  restraining the distribution of any document used or issued;

(2)  requiring an amendment to any document used or issued and requiring the distribution of any amended or corrected document;

(3)  directing a person to comply with this Act or the regulations, restraining a person from contravening this Act or the regulations or directing the directors and officers of the person to cause the person to comply with or to cease contravening this Act or the regulations.

2006, c. 50, s. 79.

CHAPTER IV PRESCRIPTION AND MISCELLANEOUS PROVISIONS

1987, c. 40, s. 25.

234. Any action for rescission or for revision of the price under this title is prescribed by the lapse of three years from the date of the transaction.

1982, c. 48, s. 234; 2002, c. 45, s. 636.

235. Any action for damages under this title is prescribed by the lapse of three years from knowledge of the facts giving rise to the action, except on proof that tardy knowledge is imputable to the negligence of the plaintiff.

However, in the case of an action under Division II of Chapter II, the plaintiff is deemed to have knowledge of the facts as of the date on which the document containing the misrepresentation was first released, the oral public statement containing the misrepresentation was made or the material change should have been disclosed.

1982, c. 48, s. 235; 2002, c. 45, s. 637; 2007, c. 15, s. 12.

236. However, the prescriptive periods under section 235 are subordinate to the following limitations:

(1)  five years from the transaction, in the case of actions for damages provided for in sections 214, 215, 226, 227 and 228;

(2)  five years from the filing of the information document with the Authority, in the case of actions under sections 218, 219, 221, 223 and 225;

(3)  six months from the publication of the press release announcing that authorization has been granted by the court to bring an action under Division II of Chapter II or comparable provisions of extra-provincial securities laws within the meaning of section 305.1 regarding the same misrepresentation or failure to make timely disclosure, in the case of actions under that division.

1982, c. 48, s. 236; 1990, c. 77, s. 37; 2002, c. 45, s. 638; 2004, c. 37, s. 90; 2007, c. 15, s. 13.

236.1. Any action under this Title or any action under the ordinary rules of law in respect of facts related to the distribution of a security or to a take-over bid or issuer bid may be brought before the court of the plaintiff’s residence.

In matters pertaining to the distribution of a security, the laws of Québec are applicable where the subscriber or purchaser resides in Québec, regardless of the place of the contract.

Any contrary stipulation as to the jurisdiction of the courts or the applicable legislation is without effect.

1987, c. 40, s. 26; 1999, c. 40, s. 327.

TITLE IX ENFORCEMENT

CHAPTER I POWERS OF INVESTIGATION

237. The Authority or its appointed agent may require any document or information it considers expedient for the discharge of its functions to be submitted to it by any of the following persons:

(1)  a registrant;

(2)  a recognized self-regulatory organization or one of its members;

(3)  a reporting issuer;

(4)  (subparagraph repealed);

(5)  a person submitting an application to the Authority, or filing with it documents required by the Act or the regulations, and the issuer to whom the application or the documents relate;

(6)  a person referred to in section 151.1.1.

In addition, the Authority or its agent may require such persons to confirm by affidavit the authenticity or veracity of submitted documents or information.

In the case of members of a self-regulatory organization, of their officers, of their directors and of their representatives subject to registration, the Authority may, on the conditions it determines, delegate its powers under this section and section 238 to the self-regulatory organization.

1982, c. 48, s. 237; 1984, c. 41, s. 59; 1999, c. 40, s. 327; 2002, c. 45, s. 696; 2004, c. 37, s. 21; 2006, c. 50, s. 81, s. 111.

238. The Authority or its appointed agent may require any person referred to in section 237 or any officer, director or employee thereof to submit to examination under oath.

1982, c. 48, s. 238; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2006, c. 50, s. 82, s. 111.

239. The Authority may order an investigation

(1)  to ascertain whether the Act and the regulations are complied with;

(2)  to repress contraventions to the Act or the regulations;

(3)  to repress contraventions to the securities legislation of another legislative authority;

(4)  within the scope of an agreement entered into pursuant to section 295.1;

(5)  to ascertain whether it would be advisable to recommend that the Minister appoint a provisional administrator.

1982, c. 48, s. 239; 1990, c. 77, s. 38; 2001, c. 38, s. 71; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

240. The first paragraph of section 6, and sections 9, 10, 11, 12, 13 and 16 of the Act respecting public inquiry commissions (chapter C‐37) apply, with the necessary modifications, to investigations under this chapter.

The Authority has, for the purposes of an investigation, all the powers of a judge of the Superior Court, except to order imprisonment.

1982, c. 48, s. 240; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

241. No person called upon to testify in the course of an investigation or being examined under oath may refuse to answer or to produce any document on the ground that he might thereby be incriminated or exposed to a penalty or civil proceedings, subject to the Canada Evidence Act (Revised Statutes of Canada, 1985, chapter C-5).

1982, c. 48, s. 241; 1984, c. 41, s. 60.

242. The Authority may require the submission or delivery of any document related to the object of the investigation. The Authority has the power to return the documents remitted to it or to determine whether or not it is advisable to do so.

1982, c. 48, s. 242; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

243. A person who has remitted documents to the Authority pursuant to section 242 may inspect them or copy them at his own expense, by arrangement with the Authority.

1982, c. 48, s. 243; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

244. Investigations made under section 239 are held in camera.

1982, c. 48, s. 244.

245. The Authority may forbid a person to disclose any information relating to an investigation to anyone but his advocate.

1982, c. 48, s. 245; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

246. A person called on to testify at an investigation or on an examination may be assisted by the advocate of his choice.

1982, c. 48, s. 246.

247. The Authority shall designate a member of its personnel to carry out the investigation.

The Authority may also appoint a person who is not a member of its personnel to carry out the investigation. The appointed person must be sworn before a judge of the Court of Québec or before a member of the Authority in the manner provided in section 2 of the Act respecting public inquiry commissions (chapter C‐37), with the necessary modifications.

1982, c. 48, s. 247; 1984, c. 41, s. 61; 1988, c. 21, s. 66; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

248. The investigator must prove his appointment on request.

For the purposes of the investigation, the investigator has all the powers of the Authority, except to cite for contempt of court.

The investigator shall report to the Authority, and place the transcript of testimony and the documents relating to the investigation at its disposal.

1982, c. 48, s. 248; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

CHAPTER II CONSERVATORY MEASURES

DIVISION I FREEZE ORDERS

249. The Authority may, for the purposes of or in the course of an investigation, request the Bureau de décision et de révision en valeurs mobilières to

(1)  order the person who is or is about to be under investigation not to dispose of the funds, securities or other assets in his possession;

(2)  order the person who is or is about to be under investigation to refrain from withdrawing funds, securities or other assets from any other person having them on deposit, under control or in safekeeping;

(3)  order any other person not to dispose of the funds, securities or other assets referred to in paragraph 2.

1982, c. 48, s. 249; 2002, c. 45, s. 639; 2004, c. 37, s. 90.

250. An order made under section 249 is effective for a renewable period of 90 days from the time the person concerned is notified.

The person concerned shall be notified not less than 15 days before any hearing during which the Bureau de décision et de révision en valeurs mobilières is to consider an extension. The Bureau de décision et de révision en valeurs mobilières may grant the extension if the person concerned does not indicate his intention to be heard or if he fails to establish that the reasons for the initial order have ceased to exist.

1982, c. 48, s. 250; 1990, c. 77, s. 39; 2002, c. 45, s. 696.

251. If the person named in an order under paragraph 3 of section 249 has leased a safety deposit box to the person concerned or put it at his disposal, he must immediately notify the Authority.

At the request of the Authority, the person shall break open the safety deposit box in the presence of an agent of the Authority, draw up an inventory of the contents in triplicate, and give one copy to the Authority and one copy to the person concerned.

1982, c. 48, s. 251; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

252. No order made under section 249 applies to funds or securities in a clearing-house or with a transfer agent, unless it so states.

1982, c. 48, s. 252.

253. Where an order made under paragraph 3 of section 249 concerns a bank or an authorized foreign bank listed in Schedule I, II or III to the Bank Act (Statutes of Canada, 1991, chapter 46), a loan and investment society or trust company, it applies only to the branches or agencies mentioned therein.

1982, c. 48, s. 253; 2002, c. 45, s. 640.

254. An order made under section 249 applies also to funds, securities and other assets received after the effective date of the order.

1982, c. 48, s. 254.

255. Every person directly affected by an order made under section 249, if in doubt as to the application of the order to particular funds, securities or other assets, may apply to the Bureau de décision et de révision en valeurs mobilières for clarification.

1982, c. 48, s. 255; 2002, c. 45, s. 696.

256. The Authority may notify the registry office or the Ministère des Ressources naturelles et de la Faune of any order made under section 239 or 249, for registration.

An order registered under this section may be set up against any person whose right is registered subsequently.

1982, c. 48, s. 256; 1994, c. 13, s. 15; 2003, c. 8, s. 6; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2006, c. 3, s. 35.

DIVISION II PROVISIONAL ADMINISTRATION AND WINDING-UP

257. The Bureau de décision et de révision en valeurs mobilières may recommend that the Minister appoint a provisional administrator to administer the property of a person or the affairs of a company in the place of the board of directors in any of the following cases:

(1)  where an investigation is being made in respect of the person;

(2)  where the Bureau de décision et de révision en valeurs mobilières considers that one or more officers or directors of the person have committed a malversation, a breach of trust or any other offence;

(3)  where the management by the officers or directors is being effected in an unacceptable manner, having regard to generally accepted principles, and is of a nature that would tend to depreciate the securities issued by the person;

(4)  where the Bureau de décision et de révision en valeurs mobilières deems it imperative that the clients of a registrant or the holders of securities be protected.

In the case of a company constituted outside Québec, the recommended mandate of the provisional administrator is to administer the property of that company which is situated in Québec.

1982, c. 48, s. 257; 1990, c. 77, s. 40; 1999, c. 40, s. 327; 2002, c. 45, s. 696; 2006, c. 50, s. 83, s. 111.

258. Before appointing a provisional administrator, the Minister shall give the person concerned an opportunity to assert his rights in writing seven days from receiving the notice from the Minister.

The Minister may, however, where it is imperative to do so and if the Authority so recommends, make the order first, provided that the person concerned is given an opportunity to assert his rights in writing within the same time limit.

1982, c. 48, s. 258; 1990, c. 77, s. 41; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

258.1. Before making the order, the Minister may make any inquiry he considers useful.

For that purpose, he has the powers and immunity provided for in the first paragraph of section 6 and in sections 9 to 13 and 16 of the Act respecting public inquiry commissions (chapter C-37).

For the purposes of the inquiry, he has all the powers of a judge of the Superior Court, except the power to order imprisonment.

The powers provided for in this section may be exercised by any person appointed by the Minister.

1990, c. 77, s. 42.

259. Subject to the terms of his mandate under the order, the provisional administrator shall take possession of the property belonging to the person named in the order or held by him for any other person.

The Minister may grant the provisional administrator the powers and immunity provided for in the first paragraph of section 6 and in sections 9 to 13 and 16 of the Act respecting public inquiry commissions (chapter C-37) for the purpose of carrying out his mandate.

For the purposes of the inquiry, the provisional administrator has all the powers of a judge of the Superior Court, except the power to order imprisonment.

1982, c. 48, s. 259; 1990, c. 77, s. 43.

259.1. The provisional administrator shall, within the period fixed by the Minister, file a provisional report with the Minister and the Authority setting out his findings and recommendations.

The provisional report shall, in particular, indicate whether the financial situation of the person named in the order will permit payment of the costs associated with the provisional administration, and whether the provisional administration may reasonably be expected to benefit holders of securities or, in the case of a registrant, his clients.

1990, c. 77, s. 44; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

259.2. The Minister may terminate the provisional administration if he considers that the financial situation of the person named in the order will not permit payment of the costs associated with the provisional administration or that the administration cannot reasonably be expected to benefit holders of securities or, in the case of a registrant, his clients.

1990, c. 77, s. 44.

260. At the request of the Minister or the Authority, the provisional administrator shall report his findings and the execution of his mandate to both of them.

1982, c. 48, s. 260; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

261. The Minister may, on the recommendation of the Bureau de décision et de révision en valeurs mobilières,

(1)  revoke an order;

(2)  dismiss a member of the board of directors or declare him disqualified for such office, and provide for his replacement;

(3)  order the winding-up of the property of the person concerned and appoint a liquidator;

(4)  order the winding-up of the company concerned and appoint a liquidator.

Any member of the board of directors dismissed pursuant to this section is disqualified from holding office as director for a period of five years.

Every order of the Minister for the winding-up of the company concerned has the same effect as an order of a judge of the Superior Court under section 25 of the Winding-up Act (chapter L‐4).

1982, c. 48, s. 261; 1990, c. 77, s. 45; 2002, c. 45, s. 696.

261.1. The Minister may terminate any winding-up ordered pursuant to section 261 if he considers that its continuation cannot reasonably be expected to benefit holders of securities of the person concerned or, in the case of a registrant, his clients.

1990, c. 77, s. 45.

262. The fees and expenses of the provisional administrator and the liquidator for the execution of their mandates are taken out of the total assets administered, after approval by the Minister.

The fees and expenses are deemed to constitute a prior claim and have the same rank as expenses incurred in the common interest.

1982, c. 48, s. 262; 1990, c. 77, s. 46; 1995, c. 33, s. 29.

CHAPTER III OTHER POWERS OF THE AUTHORITY AND THE BUREAU DE DÉCISION ET DE RÉVISION EN VALEURS MOBILIÈRES

2002, c. 45, s. 642; 2004, c. 37, s. 91; 2004, c. 37, s. 22.

263. The Authority may, on such conditions as it may determine, exempt a person or a group of persons from any or all of the requirements under Titles II to VI or the regulations where it considers the exemption not to be detrimental to the protection of investors.

The decision is without appeal.

1982, c. 48, s. 263; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

264. The Bureau de décision et de révision en valeurs mobilières may deny the benefit of an exemption contained in this Act or the regulations where it considers it necessary to do so to protect investors.

In particular, the Bureau de décision et de révision en valeurs mobilières may deny the benefit of an exemption to any person who has

(1)  made improper use of such an exemption;

(2)  contravened this Act or the regulations;

(3)  contravened any other provision regarding securities;

(4)  contravened the rules of a recognized stock exchange.

1982, c. 48, s. 264; 2002, c. 45, s. 696.

265. The Bureau de décision et de révision en valeurs mobilières may order a person to cease any activity in respect of a transaction in securities.

The Bureau de décision et de révision en valeurs mobilières may, furthermore, order any person or category of persons to cease any activity in respect of a transaction in a particular security.

In the case of failure by a reporting issuer to provide periodic disclosure about its business and internal affairs in accordance with the conditions determined by regulation or failure by an issuer or another person to provide any other disclosure prescribed by regulation in accordance with the conditions determined by regulation, the power to order a person to cease any activity in respect of a transaction in securities shall be exercised by the Authority.

1982, c. 48, s. 265; 2002, c. 45, s. 696; O.C. 46-2004, s. 1; 2004, c. 37, s. 90; 2006, c. 50, s. 84.

266. The Bureau de décision et de révision en valeurs mobilières may also order a person to cease carrying on business as an adviser.

1982, c. 48, s. 266; 2002, c. 45, s. 696.

267. An order made under section 265 or 266 has effect from the time the person concerned is notified or becomes aware of it.

In the case of an order concerning a category of persons, publication of the order in the Bulletin or its distribution by any other medium ordinarily available to the persons concerned in the exercise of their profession is valid as notification under the first paragraph.

1982, c. 48, s. 267.

268. The Authority may, by a motion, apply to a judge of the Superior Court for an injunction in respect of any matter relating to this Act or the regulations.

The motion for an injunction is an action.

The procedure prescribed in the Code of Civil Procedure (chapter C‐25) applies, except that the Authority is not required to give security.

1982, c. 48, s. 268; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

269. The Authority may, of its own initiative and without notice, intervene in any civil action relating to any provision of this Act or the regulations.

1982, c. 48, s. 269; 1987, c. 40, s. 27; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

269.1. The Authority has an interest to bring any action provided for by section 233.1.

1984, c. 41, s. 62; 1987, c. 40, s. 28; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

269.2. The Authority may, where it considers it to be in the public interest, apply to the court for a declaration to the effect that a person has failed to discharge an obligation under this Act or a regulation, and that the person be condemned to pay damages up to the amount of the damage caused to other persons.

The court may also impose punitive damages, or order the person to repay the profits derived as a result of the failure.

A motion by the Authority under this section shall be filed in the district in which the residence or principal establishment of the person concerned is situated or, if the person has neither residence nor establishment in Québec, in the district of Montréal.

2001, c. 38, s. 72; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

270. The Bureau de décision et de révision en valeurs mobilières may prohibit or place restrictions on representations in view of a transaction in a particular security.

1982, c. 48, s. 270; 2002, c. 45, s. 696.

271. The Authority may order a registrant to submit any advertising document to it before using it.

The Authority may prohibit the use of the advertising document or require it to be changed.

1982, c. 48, s. 271; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

272. The Authority may refuse the filing of documents part or all of which were prepared or signed by a person who during the five years preceding the date of the filing has been convicted of a disciplinary, penal or indictable offence in a matter pertaining to securities, unless he has obtained a pardon therefor.

1982, c. 48, s. 272; 1990, c. 4, s. 900; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

272.1. The Authority may, of its own initiative or upon application by an interested person, take any steps to ensure compliance with the provisions of this Act and the regulations.

It may, in particular, require changes to any document established under this Act or the regulations, prohibit circulation of a document or order circulation of any changes to an existing document or information.

1990, c. 77, s. 47; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2006, c. 50, s. 85.

272.2. Of its own initiative or on application by an interested person, the Authority may designate a person to be a non-redeemable investment fund, a mutual fund, an insider or a reporting issuer for the purposes of this Act or decide that a person does not have such a status, if it considers it to be in the public interest to do so.

2006, c. 50, s. 86.

273. The Bureau de décision et de révision en valeurs mobilières may reprimand a registrant or a self-regulatory organization.

The Bureau de décision et de révision en valeurs mobilières must give the person concerned prior opportunity to be heard.

1982, c. 48, s. 273; 2002, c. 45, s. 696.

273.1. Where the Bureau de décision et de révision en valeurs mobilières becomes aware of facts establishing that a reporting issuer, an issuer having made a distribution pursuant to a prospectus exemption under section 43 or prescribed by regulation, or a person registered pursuant to section 148 or 149, has failed to comply with a provision under this Act or a regulation made under its authority, the board may impose an administrative penalty on the offender and have it collected by the Authority.

Where the Bureau de décision et de révision en valeurs mobilières becomes aware of facts establishing that an officer, a director or an insider has, by an act or omission, contravened or assisted a person in contravening a provision of this Act or a regulation thereunder, it may impose an administrative penalty on the officer, director or insider.

The amount of the penalty may in no case exceed $1,000,000.

The amounts collected by the Authority pursuant to this section, if any, shall be paid into a fund established under section 276.4 and allocated to the education of investors or the promotion of their general interest.

2001, c. 38, s. 73; 2002, c. 45, s. 641; O.C. 1366-2003, s. 15; 2004, c. 37, s. 23; 2006, c. 50, s. 87, s. 111.

273.2. The Bureau de décision et de révision en valeurs mobilières may impose on a person referred to in section 273.1, in addition to a penalty provided for therein, the obligation to repay to the Authority the cost of any inspection or investigation that provided proof of the facts establishing the failure to comply with the provision concerned, according to the rate established by regulation.

2001, c. 38, s. 73; 2002, c. 45, s. 696; O.C. 46-2004, s. 2; 2004, c. 37, s. 90.

273.3. The Bureau de décision et de révision en valeurs mobilières may prohibit a person from acting as a director or officer of an issuer on the grounds set out in article 329 of the Civil Code, or where a penalty has been imposed on the person under this Act.

The prohibition imposed by the Bureau de décision et de révision en valeurs mobilières may not exceed five years.

The Bureau de décision et de révision en valeurs mobilières may, at the request of the person concerned, lift the prohibition on such conditions as it considers appropriate.

2001, c. 38, s. 73; 2002, c. 45, s. 696; 2006, c. 50, s. 111.

274. The Authority may draw up policy statements defining the requirements following from the application of section 276, within its discretionary powers.

1982, c. 48, s. 274; 1989, c. 48, s. 255; 2001, c. 38, s. 74; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

274.1. The Authority may impose an administrative monetary penalty for a contravention of or failure to comply with a provision of Title III, except the first paragraph of section 73, in the cases, on the conditions and in the amounts prescribed by regulation.

2004, c. 37, s. 24.

275. (Repealed).

1982, c. 48, s. 275; 1997, c. 36, s. 1.

TITLE X ADMINISTRATION OF THE ACT

CHAPTER I GENERAL PROVISIONS

2002, c. 45, s. 643.

276. The Autorité des marchés financiers established under section 1 of the Act respecting the Autorité des marchés financiers (chapter A‐33.2) is responsible for the administration of this Act and shall discharge the functions and exercise the powers specified thereunder.

In addition, the Authority’s mission is

(1)  to promote efficiency in the securities market;

(2)  to protect investors against unfair, improper or fraudulent practices;

(3)  to regulate the information that must be disclosed to security holders and to the public in respect of persons engaging in the distribution of securities and in respect of the securities issued by these persons;

(4)  to define a framework for the activities of the professionals of the securities market and organizations responsible for the operation of a stock market.

1982, c. 48, s. 276; 2002, c. 45, s. 644; 2004, c. 37, s. 90.

276.1. (Repealed).

1997, c. 36, s. 2; 1999, c. 40, s. 327; 2002, c. 45, s. 645.

276.2. The Authority may provide consulting and implementation services related to the regulation of the securities market to bodies outside Québec involved in such regulation.

1997, c. 36, s. 2; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

276.3. The Authority shall advise the Minister on any matter he submits to it concerning securities.

1997, c. 36, s. 2; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

276.4. The Authority may, in the pursuit of its mission under this Act, set up a contingency reserve or, with the authorization of the Government, a designated fund into which it may deposit part of the revenues generated under this Act.

1997, c. 36, s. 2; 2002, c. 45, s. 646; 2004, c. 37, s. 90.

276.5. (Repealed).

1997, c. 36, s. 2; 2002, c. 45, s. 647.

277. (Repealed).

1982, c. 48, s. 277; 2001, c. 38, s. 75; 2002, c. 45, s. 647.

278. (Repealed).

1982, c. 48, s. 278; 2002, c. 45, s. 647.

278.1. (Repealed).

1997, c. 36, s. 3; 2002, c. 45, s. 647.

279. (Repealed).

1982, c. 48, s. 279; 1999, c. 40, s. 327; 2002, c. 45, s. 647.

280. (Repealed).

1982, c. 48, s. 280; 2002, c. 45, s. 647.

281. (Repealed).

1982, c. 48, s. 281; 2001, c. 38, s. 76.

281.1. (Repealed).

2001, c. 38, s. 77; 2002, c. 45, s. 647.

282. (Repealed).

1982, c. 48, s. 282; 2002, c. 45, s. 647.

283. No proceeding may be brought against the Authority, a member of its personnel, its appointed agent or any person exercising a delegated power, for official acts done in good faith in the exercise of their functions.

1982, c. 48, s. 283; 1984, c. 41, s. 63; 2001, c. 38, s. 78; 2002, c. 45, s. 648; 2004, c. 37, s. 91.

283.1. The Authority may delegate its powers to review its decisions, order an investigation under section 239, institute court proceedings under this Act in the name of the Authority or make a decision under Title VI only to a superintendent or to another officer reporting directly to the president and director general of the Authority.

The first paragraph does not prevent the Authority from delegating its powers in accordance with Chapter II of this Title.

2006, c. 50, s. 90.

284. No extraordinary recourse provided for in articles 834 to 850 of the Code of Civil Procedure (chapter C‐25) may be exercised nor any injunction granted against the Authority, the members of its personnel or its agents acting in their official capacity.

1982, c. 48, s. 284; 2002, c. 45, s. 649; 2004, c. 37, s. 90.

285. Article 33 of the Code of Civil Procedure (chapter C‐25) does not apply to the Authority nor to the persons contemplated in section 284.

1982, c. 48, s. 285; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

286. A judge of the Court of Appeal, upon motion, may annul summarily any decision rendered contrary to section 284 or 285.

1982, c. 48, s. 286.

287. (Repealed).

1982, c. 48, s. 287; 1996, c. 2, s. 990; 2002, c. 45, s. 650.

288. (Repealed).

1982, c. 48, s. 288; 2002, c. 45, s. 650.

289. (Repealed).

1982, c. 48, s. 289; 2002, c. 45, s. 650.

290. (Repealed).

1982, c. 48, s. 290; 2002, c. 45, s. 650.

291. (Repealed).

1982, c. 48, s. 291; 2002, c. 45, s. 650.

292. The Authority may appoint any expert whose assistance it deems expedient in the pursuit of the mission conferred on it by this Act.

1982, c. 48, s. 292; 2002, c. 45, s. 651; 2004, c. 37, s. 90.

293. Every document required under this Act or a regulation made hereunder must be forwarded to or deposited at the office of the Authority, at the place determined by the Authority; notice of the address of the office shall be published in the Gazette officielle du Québec and in the Authority’s bulletin.

1982, c. 48, s. 293; 2002, c. 45, s. 652; 2004, c. 37, s. 90.

294. Documents intended for the Authority are served on the secretary.

1982, c. 48, s. 294; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

294.1. The Authority may allow a document or attestation required by the legislation of another legislative authority to be substituted for a document or attestation prescribed by this Act or a regulation made under this Act.

The Authority may also accept the substitution of other documents for such documents and attestations, provided that they contain equivalent information.

2001, c. 38, s. 79; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2006, c. 50, s. 92.

295. Any attestation issued by the Authority respecting the registration of a person, the filing of a document, the time that the facts upon which proceedings may be brought came to the knowledge of the Authority and any other matter pertaining to the administration of this Act is proof of its content in any civil or penal proceedings without other proof of the signature or office of the person attesting.

1982, c. 48, s. 295; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

295.1. The Authority may, according to law, make an agreement with a person from Québec or elsewhere, with a view to fostering the application of this Act or foreign legislation in matters of securities.

1990, c. 77, s. 48; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2006, c. 50, s. 93.

295.2. The Authority may, with the authorization of the Government, enter into an agreement with any organization or legal person for the examination of complaints filed by persons who are dissatisfied with the examination procedure or its outcome.

Such an agreement may also provide that the organization or legal person may, if it considers it appropriate, act as a mediator if the concerned parties agree.

2002, c. 45, s. 653; 2004, c. 37, s. 90.

296. Any person may have access to all documents required to be filed under this Act or the regulations, except documents filed by a registrant otherwise than pursuant to the requirements prescribed in Title III.

Where the Authority deems that the communication of a document could result in serious prejudice, it may declare the document inaccessible.

This section applies notwithstanding section 9 of the Act respecting Access to documents held by public bodies and the Protection of personal information (chapter A‐2.1).

1982, c. 48, s. 296; 1987, c. 68, s. 120; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

297. Investigation reports, inspection reports and supporting evidence may be inspected only with the authorization of the Authority, notwithstanding section 9 of the Act respecting Access to documents held by public bodies and the Protection of personal information (chapter A‐2.1).

1982, c. 48, s. 297; 1987, c. 68, s. 121; 1990, c. 77, s. 49; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

297.1. The Authority may communicate any information, including personal information, without the consent of the person concerned, to a person or organization responsible, by law, for the prevention, detection or repression of crime or statutory offences outside Québec, if the information relates to an offence under this Act or under securities legislation applicable outside Québec.

The Authority may also communicate any information, including personal information, about an issuer, a person to which section 151.1.1 applies, an issuer’s auditor, a person required to be registered under Title V, an officer, a director, an insider, a promoter or a person having, even indirectly, significant influence on an issuer, a registrant, a self-regulatory organization or a company involved in a take-over bid or issuer bid or a merger or reorganization, without the consent of the person concerned, to a person, even outside Québec, acting in the securities regulation or monitoring field, including for the purposes of a common database containing personal information.

Likewise, the Authority may communicate any information, including personal information, without the consent of the person concerned, to a police force if there is reasonable cause to believe that the person has committed or is about to commit a criminal or penal offence against an Act applicable in or outside Québec with respect to the Authority or one of its employees or relating to a securities provision and the information is required for the related investigation.

The Authority may also communicate any information, including personal information, to the Minister of Revenue, without the consent of the person concerned, if there is reasonable cause to believe that the person has committed or is about to commit an offence under this Act that may have an impact on the administration or enforcement of a fiscal law.

2001, c. 38, s. 80; 2002, c. 45, s. 696; 2004, c. 37, s. 27, s. 90; 2006, c. 50, s. 94.

297.2. In a case not provided for in section 297.1, with the authorization of a judge of the Court of Québec, the Authority may communicate any information, including personal information, without the consent of the person concerned, to a member of a police force.

The application for authorization must be made in writing and contain a sworn statement that there is reasonable cause to believe the information may serve to prevent, detect or repress the commission of an indictable offence against an Act applicable in or outside Québec.

The application and the record pertaining to the hearing are confidential. The clerk of the Court of Québec shall take the necessary measures to preserve their confidentiality.

The judge to whom the application for authorization is made shall hear the application ex parte and in camera. The judge may make any order to preserve the confidentiality of the application, the record and the personal information. The record shall be sealed and kept in a place inaccessible to the public.

2004, c. 37, s. 28.

297.3. The Authority may communicate any information, including personal information, without the consent of the person concerned, to a person pursuant to an agreement or treaty entered into under an Act.

2004, c. 37, s. 28; 2006, c. 50, s. 95.

297.4. The Authority may, in accordance with section 68 of the Act respecting Access to documents held by public bodies and the Protection of personal information (chapter A‐2.1), enter into an agreement with a department or a body for the communication of personal information to facilitate the administration or enforcement of securities and fiscal legislation and penal or criminal legislation.

2004, c. 37, s. 28.

297.5. Sections 297.1 to 297.4 apply, with the necessary modifications, to any information, including personal information, relating to a securities representative or a securities firm acting through such a representative referred to in the Act respecting the distribution of financial products and services (chapter D‐9.2).

2004, c. 37, s. 28.

297.6. Sections 297.1 to 297.5 apply despite sections 23 and 24 and subparagraphs 5 and 9 of the first paragraph of section 28 of the Act respecting Access to documents held by public bodies and the Protection of personal information (chapter A‐2.1), and sections 297.1, 297.2 and 297.5 apply despite section 59 of that Act.

2004, c. 37, s. 28.

298. The Authority must publish a bulletin periodically to inform financial circles of its activities. The Bulletin must contain, in particular, applications received, decisions rendered, policy statements and information filed.

1982, c. 48, s. 298; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

299. (Repealed).

1982, c. 48, s. 299; 1983, c. 55, s. 161; 1997, c. 36, s. 4; 2000, c. 8, s. 223; 2002, c. 45, s. 654.

300. (Repealed).

1982, c. 48, s. 300; 2001, c. 38, s. 81.

301. (Repealed).

1982, c. 48, s. 301; 1983, c. 55, s. 161; 2001, c. 38, s. 82; 2002, c. 45, s. 654.

301.1. (Repealed).

1997, c. 36, s. 5; 2002, c. 45, s. 654.

302. The Authority must, no later than 31 July each year, submit to the Minister a report of its activities related to the administration of this Act for the preceding year.

The Minister shall table the Authority’s activities report in the National Assembly within 30 days of its receipt or, if the Assembly is not sitting, within 30 days of resumption.

1982, c. 48, s. 302; 1982, c. 62, s. 143; 2002, c. 45, s. 655; 2004, c. 37, s. 90.

302.1. At the end of every fiscal year, the Authority shall remit to the Office québécois de la langue française a report of the use it has made of its power to grant exemptions under section 263 with regard to the obligation enacted in section 40.1.

The Office shall determine the mode of drawing up the report.

1983, c. 56, s. 45; 2002, c. 28, s. 37; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

303. The Authority shall furnish to the Minister any information and any report that the Minister may require on the activities of the Authority.

1982, c. 48, s. 303; 2002, c. 45, s. 656; 2004, c. 37, s. 90.

304. (Repealed).

1982, c. 48, s. 304; 2002, c. 45, s. 657.

305. (Repealed).

1982, c. 48, s. 305; 2002, c. 45, s. 657.

CHAPTER II INTERJURISDICTIONAL COOPERATION

2006, c. 50, s. 96.

305.1. For the purposes of this chapter, section 5.4 and paragraphs 33.1 to 33.9 of section 331.1, unless the context indicates otherwise,

“extra-provincial authority” means any power or function of an extra-provincial securities commission under the extra-provincial securities laws under which that commission operates;

“extra-provincial securities commission” means a person empowered by the laws of another province or a territory of Canada to regulate the securities markets in or administer and enforce the securities laws of that province or territory;

“extra-provincial securities laws” means the laws administered by an extra-provincial securities commission that deal with regulating securities markets and are equivalent to Québec securities laws;

“Québec authority” means any power or function of the Authority or the Bureau de décision et de révision en valeurs mobilières under Québec securities laws;

“Québec securities laws” means

(1)  this Act;

(2)  any other Québec laws governing securities markets, including the Act respecting the Autorité des marchés financiers (chapter A-33.2) and the Act respecting the distribution of financial products and services (chapter D-9.2);

(3)  regulations made under this Act or any other Québec laws governing securities markets;

(4)  the decisions and orders of the Authority or the Bureau de décision et de révision en valeurs mobilières; and

(5)  the extra-provincial securities laws provisions referred to in sections 308 and 308.0.1.

Unless otherwise provided, a reference to an extra-provincial securities commission includes any person to which that securities commission delegates an authority and any other person that, in respect of that securities commission, exercises powers or performs functions substantially similar to a Québec authority.

2006, c. 50, s. 97.

DIVISION I DELEGATION OF AUTHORITY

2006, c. 50, s. 97.

306. The Government or, with the Government’s authorization, the Authority may, according to law, enter into an agreement with another government or an extra-provincial securities commission for the delegation of a Québec authority and for the exercise of an extra-provincial authority in accordance with this chapter.

1982, c. 48, s. 306; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2006, c. 50, s. 98.

307. The Authority may, by regulation, delegate a Québec authority to an extra-provincial securities commission and accept to exercise an extra-provincial authority.

1982, c. 48, s. 307; 1986, c. 95, s. 338; 2001, c. 38, s. 83; 2002, c. 45, s. 658; O.C. 495-2004, s. 6; 2006, c. 50, s. 99.

307.1. The Authority may also, by order or decision, to the extent and on the conditions determined by regulation, delegate a Québec authority to an extra-provincial securities commission and accept to exercise an extra-provincial authority.

2006, c. 50, s. 99.

307.2. The following powers and functions may not, however, be delegated under section 306, 307 or 307.1:

(1)  the powers and functions of the Authority under Title X of this Act, except those provided for in sections 310, 320.2, 321, 322, 323.12, 331 and 331.1;

(2)  the powers and functions of the Authority under the Act respecting the Autorité des marchés financiers (chapter A-33.2), except those provided for in the third paragraph of section 24 and Title III; however, the power to make regulations under the third paragraph of section 61 in that Title may not be delegated; and

(3)  the powers and functions of the Authority under the Act respecting the distribution of financial products and services (chapter D-9.2), except those provided for in section 12, Chapter I of Title II and sections 186.1, 187, 188, 205, 218 to 220, 228.1 and 228.2.

2006, c. 50, s. 99.

307.3. The Authority may delegate or subdelegate to a member of its personnel or to a self-regulatory organization an extra-provincial authority that has been delegated to the Authority by an extra-provincial securities commission under section 306, 307 or 307.1, in the manner and to the extent that the Authority may delegate or subdelegate the equivalent Québec authority under Québec securities laws, subject to any restrictions or conditions imposed by the extra-provincial securities commission.

An extra-provincial securities commission to which a Québec authority has been delegated under section 306, 307 or 307.1 may delegate or subdelegate that Québec authority to a member of its personnel or to a self-regulatory organization, in the manner and to the extent that it may delegate or subdelegate the equivalent extra-provincial authority under the extra-provincial securities laws under which it operates, subject to any restrictions or conditions imposed by the Authority.

2006, c. 50, s. 99.

307.4. The Authority or the Bureau de décision et de révision en valeurs mobilières may call before it any matter that is before an extra-provincial securities commission exercising or intending to exercise a Québec authority delegated to it under section 306, 307 or 307.1, and may exercise that Québec authority in that commission’s stead.

2006, c. 50, s. 99.

307.5. A decision made under Québec securities laws by an extra-provincial securities commission in accordance with section 306, 307, 307.1 or 307.3 of this Act is subject to section 322 of this Act and to section 85 of the Act respecting the Autorité des marchés financiers (chapter A-33.2), with the necessary modifications, as if the decision were made by the Authority or a recognized self-regulatory organization.

2006, c. 50, s. 99.

307.6. Chapter VI of this Title applies to a decision made by an extra-provincial securities commission in the exercise of a Québec authority delegated under section 306, 307 or 307.1 as if the decision were made by the Bureau de décision et de révision en valeurs mobilières.

The extra-provincial securities commission that made the decision under appeal is a respondent to an appeal under this section.

2006, c. 50, s. 99.

307.7. A decision made by a court in the jurisdiction of an extra-provincial securities commission on an appeal from a decision made by that securities commission in the exercise of a Québec authority delegated under section 306, 307 or 307.1 may, if authenticated by that court, be recognized by the Superior Court on the application of an interested person. The decision becomes enforceable on being so recognized.

2006, c. 50, s. 99.

307.8. Chapter VI of this Title applies to a decision made by the Bureau de décision et de révision en valeurs mobilières in the exercise of an extra-provincial authority under section 306, 307 or 307.1 as if the decision were made under this Act.

This section does not apply to a decision refusing to exempt a person or group of persons from a requirement of extra-provincial securities laws.

The right to appeal a decision under this section applies whether or not a right to appeal the same decision exists in another province or a territory of Canada.

2006, c. 50, s. 99.

DIVISION II MUTUAL RECOGNITION AND INCORPORATION BY REFERENCE

2006, c. 50, s. 99.

308. The Authority may, by regulation, incorporate by reference any or all provisions of extra-provincial securities laws.

1982, c. 48, s. 308; 1992, c. 35, s. 14; 2001, c. 38, s. 84; 2002, c. 45, s. 659; 2004, c. 37, s. 31; 2006, c. 50, s. 99.

308.0.1. Subject to conditions determined by regulation, the Authority may, by order or decision, incorporate by reference any or all provisions of extra-provincial securities laws to be applied to a person or class of persons whose primary jurisdiction is the extra-provincial jurisdiction in which the provisions were first adopted, or to securities, related financial instruments or transactions involving that person or class of persons.

2006, c. 50, s. 99.

308.0.2. The Authority may, by an order, decision or regulation under section 308 or 308.0.1, incorporate by reference a provision as amended from time to time, whether amended before or after the adoption of the order, decision or regulation, and with the necessary modifications.

2006, c. 50, s. 99.

308.0.3. Subject to conditions determined by regulation, the Authority, the Bureau de décision et de révision en valeurs mobilières or a recognized self-regulatory organization may make a decision or order under a Québec authority regarding a person, class of persons, security, related financial instrument or transaction on the basis of a decision considered to be the same or substantially similar made by an extra-provincial securities commission on the same matter regarding that person, class of persons, security, related financial instrument or transaction.

Despite any other provision of this Act, the Authority, the Bureau de décision et de révision en valeurs mobilières or a recognized self-regulatory organization may make a decision referred to in the first paragraph without again giving the interested person an opportunity to be heard, except in the cases determined by regulation.

2006, c. 50, s. 99.

Not in force

308.1. The Government or, with the Government’s authorization, the Authority may, according to law, make an agreement with another government or an extra-provincial securities commission to allow, in the areas specifically listed in the agreement, an extra-provincial authority to be recognized in Québec with respect to the persons or organizations subject to such authority.

The agreement shall also provide for reciprocity, allowing a Québec authority to be recognized in the jurisdiction of the extra-provincial securities commission in the same areas and sectors, with respect to the persons or organizations subject to such authority.

2004, c. 37, s. 32; 2006, c. 50, s. 100.

308.1.1. The Authority may also, by regulation, allow an extra-provincial authority to be recognized in Québec in the areas specifically listed in the regulations, with respect to the persons or organizations subject to such authority.

A regulation under the first paragraph is applicable only if the equivalent Québec authority is recognized in the jurisdiction of the extra-provincial securities commission with respect to the persons or organizations subject to such authority.

2006, c. 50, s. 101.

Not in force

308.2. This division allows an agreement or regulation to stipulate, in the areas specifically listed in the agreement or regulation,

(1)  that the acts or decisions of an authority having jurisdiction in a province or territory are recognized in the other province or territory;

(2)  that the powers exercised or the decisions made in a province or territory are presumed or deemed, as the case may be, to have been exercised or made in the other province or territory; and

(3)  that the persons or bodies having fulfilled certain obligations in a province or territory are exempted from fulfilling them in the other province or territory.

2004, c. 37, s. 32; 2006, c. 50, s. 102.

308.2.1. The Authority may, by regulation or to the extent and on the conditions determined by regulation, decision or order, determine that

(1)  a receipt is deemed to have been issued by the Authority in accordance with Title II or a regulation made under that Title for a prospectus or an amendment to a prospectus, including when a receipt has been issued for the same prospectus or the same amendment to a prospectus by an extra-provincial securities commission or under extra-provincial securities laws;

(2)  a person or class of persons is deemed to be authorized to carry on an activity under Title V, the Act respecting the distribution of financial products and services or a regulation made under that Title or Act, including when the person or class of persons is authorized to carry on the activity by an extra-provincial securities commission or under extra-provincial securities laws;

(3)  a person or class of persons is deemed to be authorized to carry on an activity under Title VI or a regulation made under that Title, including when the person or class of persons is authorized to carry on the activity by an extra-provincial securities commission or under extra-provincial securities laws;

(4)  a person or class of persons is deemed to be exempted from all or part of the requirements of Québec securities laws when an exemption has been granted for the same purpose by an extra-provincial securities commission or under extra-provincial securities laws; and

(5)  an activity in respect of transactions in securities or in a particular security is deemed to be prohibited under section 265, including when an extra-provincial securities commission has imposed the same prohibition under a power similar to the Authority’s power under section 265.

2006, c. 50, s. 103.

DIVISION III GENERAL PROVISIONS

2006, c. 50, s. 103.

308.2.2. For the purposes of sections 307, 307.1, 307.3, 308, 308.0.1, 308.0.2 and 308.1.1, the Government shall, by order, exercise, with respect to any Québec authority of the Bureau de décision et de révision en valeurs mobilières, the powers and functions specified in the order, to the extent and in accordance with the conditions it determines.

2006, c. 50, s. 103.

Not in force

308.3. The Government may, by regulation, make any provision for the carrying out of this chapter, including provisions that differ from those set out in Québec securities laws.

2004, c. 37, s. 32; 2006, c. 50, s. 104.

Not in force

308.4. An agreement made under this chapter shall be published in the Gazette officielle du Québec.

2004, c. 37, s. 32.

CHAPTER III CONTROL EXERCISED BY THE AUTHORITY

2002, c. 45, s. 660; 2004, c. 37, s. 90.

309. The Authority may call before it any matter that is before a person exercising a delegated power and decide it in his stead.

1982, c. 48, s. 309; 2002, c. 45, s. 661; 2004, c. 37, s. 90.

310. The Authority may, of its own initiative, review any decision made by a person exercising a delegated power, by a person authorized under sections 169 to 171 or by a self-regulatory organization.

The Authority must give the persons referred to in the first paragraph or the self-regulatory organization an opportunity to present observations within the time prescribed in section 318.

1982, c. 48, s. 310; 2002, c. 45, s. 662; 2004, c. 37, s. 33; 2006, c. 50, s. 105.

311. Any person examining a matter pursuant to a delegation of power may refer it to the Authority.

1982, c. 48, s. 311; 2002, c. 45, s. 663; 2004, c. 37, s. 90.

CHAPTER IV RULES APPLICABLE TO DECISIONS OF THE AUTHORITY

2002, c. 45, s. 664; 2004, c. 37, s. 90.

312. The Authority may, within the scope of its powers, participate in the making of any decision in conjunction with any other authority responsible for the supervision of securities trading.

1982, c. 48, s. 312; 2002, c. 45, s. 665; 2004, c. 37, s. 90.

312.1. A member of the personnel of the Authority or a person exercising a delegated power who has examined a matter for the purposes of undertaking an investigation ordered under section 239 must refrain from participating in the making of any decision pertaining to the matter, unless the parties consent thereto.

2001, c. 38, s. 85; 2002, c. 45, s. 666; 2004, c. 37, s. 90.

313. The Authority shall exercise its powers according to the rules referred to in section 35 of the Act respecting the Autorité des marchés financiers (chapter A‐33.2).

The Authority shall determine the supplementary rules of procedure applicable to the conduct of its affairs.

1982, c. 48, s. 313; 2002, c. 45, s. 667; 2004, c. 37, s. 90.

314. (Repealed).

1982, c. 48, s. 314; 1984, c. 41, s. 64; 1986, c. 95, s. 339; 2002, c. 45, s. 668.

314.1. By way of exception, the Authority may suspend the making of a decision until the applicant undertakes to pay the cost of the research work that the Authority considers necessary in order to make a decision on the application filed with it.

Similarly, the Authority may require the applicant to pay the representation costs incurred by investors or, if it is in the public interest, it may pay such costs itself.

2001, c. 38, s. 86; 2002, c. 45, s. 669; 2004, c. 37, s. 90.

315. (Repealed).

1982, c. 48, s. 315; 2002, c. 45, s. 670.

316. The Authority shall exercise the discretion conferred on it in accordance with the public interest.

1982, c. 48, s. 316; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

317. (Repealed).

1982, c. 48, s. 317; 2002, c. 45, s. 672.

318. The Authority or a person exercising a delegated power must, before making a decision unfavourably affecting the rights of a person, give that person a 15-day prior notice of the Authority’s or person’s intention indicating the grounds on which it is based and the right of the person to present observations or produce documents to complete the person’s record.

However, the Authority or the person exercising a delegated power may, without prior notice, make a decision valid for a period not exceeding 15 days if the Authority or person is of the opinion that there is urgency or that any period of time granted to the person concerned to present observations may be detrimental.

The decision must state the reasons on which it is based and is effective as of the time the Authority sends the notice to the person concerned. That person may, within six days of receiving the decision, present observations to the Authority or, where applicable, to the person exercising the delegated power.

The Authority or the person exercising the delegated power may revoke such a decision.

1982, c. 48, s. 318; 2002, c. 45, s. 673; 2004, c. 37, s. 34.

318.1. For the purpose of rendering a decision, the Authority or a person exercising a delegated power may, within the scope of a consultation mechanism established by regulation or an agreement under section 295.1, consider a factual analysis prepared by the personnel of an organization pursuing similar objects.

2001, c. 38, s. 87; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

319. The Authority or the person exercising delegated powers must give reasons for every decision that adversely affects the rights of a person.

1982, c. 48, s. 319; 2002, c. 45, s. 674; 2004, c. 37, s. 90.

320. The Authority shall send to the person concerned the decision made by the Authority or the person exercising a delegated power.

However, a decision rendered by a self-regulatory organization or by a person or committee exercising a power sub-delegated by it shall be sent by the self-regulatory organization.

1982, c. 48, s. 320; 1990, c. 77, s. 50; 2002, c. 45, s. 675; 2004, c. 37, s. 90.

320.1. Every decision of the Authority or a person exercising a delegated power may be homologated at the request of the Authority by the Superior Court or the Court of Québec, according to their respective jurisdictions, at the expiry of the time prescribed for applying for a review of the decision before the Bureau de décision et de révision en valeurs mobilières, and the decision becomes executory under the authority of the court that has homologated it.

1990, c. 77, s. 51; 2001, c. 38, s. 88; 2002, c. 45, s. 676; 2004, c. 37, s. 90.

320.2. A decision containing a clerical error, a mistake in calculation or any other error of form may be rectified on the record by the Authority or the person exercising delegated power having taken part in the decision.

2001, c. 38, s. 89; 2002, c. 45, s. 677; 2004, c. 37, s. 90.

321. The Authority may review its decisions at any time, except in the event of an error in law.

A person having rendered a decision under delegated powers may review it if justified by a new fact.

1982, c. 48, s. 321; 1986, c. 95, s. 340; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

321.1. For the purposes of section 81 of the Act respecting the Autorité des marchés financiers (chapter A‐33.2) and sections 283, 318 to 319 and 321 of this Act, the person or committee exercising a power subdelegated under section 62 of the Act respecting the Autorité des marchés financiers is the person exercising a delegated power.

2002, c. 45, s. 678; 2004, c. 37, s. 90.

322. A person directly affected by a decision rendered by the Authority, by a person authorized under sections 169 to 171 or by a recognized self-regulatory organization may, within 30 days, apply for a review of the decision by the Bureau de décision et de révision en valeurs mobilières established under section 92 of the Act respecting the Autorité des marchés financiers (chapter A-33.2).

A person authorized under sections 169 to 171 or a recognized self-regulatory organization may also apply for a review of a decision of the Authority rendered under section 74, 76, 77, 80, 88 or 89 of that Act or under section 172 of this Act as regards a person authorized under section 169.

1982, c. 48, s. 322; 1990, c. 77, s. 52; 2002, c. 45, s. 679; 2004, c. 37, s. 35; 2006, c. 50, s. 106.

CHAPTER V RULES APPLICABLE TO HEARINGS AND DECISIONS OF THE BUREAU DE DÉCISION ET DE RÉVISION EN VALEURS MOBILIÈRES

2002, c. 45, s. 680.

323. The Bureau de décision et de révision en valeurs mobilières may, within the scope of its powers, hold hearings in conjunction with and consult with any other authority responsible for the supervision of securities trading.

1982, c. 48, s. 323; 1990, c. 77, s. 53; 2002, c. 45, s. 681.

323.1. The board shall determine the rules of procedure applicable to its hearings.

1990, c. 77, s. 54; 1992, c. 35, s. 15; 2002, c. 45, s. 682.

323.2. Sections 240 to 243 apply to any hearing of the board, with the necessary modifications.

2002, c. 45, s. 682.

323.3. By way of exception, the board may suspend the holding of a hearing until the applicant undertakes to pay the cost of the research work that the board considers necessary in order to rule on the issue submitted to it.

Similarly, the board may require one of the parties to pay the representation costs incurred by investors or, if it is in the public interest, it may pay such costs itself.

2002, c. 45, s. 682.

323.4. Any person appearing before the board may request that the testimony be recorded, at the person’s own expense. If the person causes the testimony to be recorded, the person is required, at the request of the board, to provide it with a copy of the transcript.

2002, c. 45, s. 682.

323.5. Subject to the third paragraph of section 93 of the Act respecting the Autorité des marchés financiers (chapter A‐33.2), the board shall exercise the discretion conferred on it in accordance with the public interest.

2002, c. 45, s. 682; O.C. 1366-2003, s. 8; 2004, c. 37, s. 90.

323.6. The board, before rendering a decision that adversely affects the rights of a person, must give the person an opportunity to be heard.

2002, c. 45, s. 682.

323.7. A decision adversely affecting the rights of a person may, where it is imperative to do so, be rendered without a prior hearing.

In such a case, the board must give the person concerned the opportunity to be heard within 15 days.

2002, c. 45, s. 682.

323.8. For the purpose of rendering a decision, the board may, within the scope of a consultation mechanism established by regulation or an agreement under section 295.1, consider a factual analysis prepared by the personnel of an organization pursuing similar objects.

2002, c. 45, s. 682.

323.9. The board must give reasons for every decision that adversely affects the rights of a person.

2002, c. 45, s. 682.

323.10. The Bureau de décision et de révision en valeurs mobilières may file an authentic copy of a decision it has rendered at the office of the clerk of the Superior Court of the district in which the residence or domicile of the person concerned is situated or, if the person has neither residence nor domicile in Québec, at the office of the Superior Court in the district of Montréal.

The decision on being filed becomes executory in the same way as a decision of the Superior Court, and has all the effects thereof.

2002, c. 45, s. 682.

323.11. A decision containing a clerical error, a mistake in calculation or any other error of form may be rectified on the record by a member of the board having taken part in the decision.

2002, c. 45, s. 682.

323.12. The board may review its decisions at any time, except in the event of an error in law.

2002, c. 45, s. 682.

323.13. An application to the Bureau de décision et de révision en valeurs mobilières for a review of a decision does not suspend the execution of the decision contested, unless the board decides otherwise.

2002, c. 45, s. 682.

CHAPTER VI APPEALS

324. Any person directly interested in a final decision of the Bureau de décision et de révision en valeurs mobilières may appeal therefrom to the Court of Québec.

1982, c. 48, s. 324; 1988, c. 21, s. 66; 1990, c. 77, s. 55; 2001, c. 38, s. 90; 2002, c. 45, s. 696.

325. The appeal is made by filing a notice to that effect with the secretary of the Bureau de décision et de révision en valeurs mobilières within 30 days from the date of the decision appealed from.

Filing of the notice is in lieu of service on the Bureau de décision et de révision en valeurs mobilières.

1982, c. 48, s. 325; 2002, c. 45, s. 696.

326. The secretary shall immediately send the notice to the office of the Court of Québec at Montréal or Québec, at the option of the appellant.

The secretary shall send four copies of the decision appealed from to the office.

1982, c. 48, s. 326; 1984, c. 41, s. 65; 1988, c. 21, s. 66.

327. The appeal is governed by articles 491 to 524 of the Code of Civil Procedure (chapter C-25), with the necessary modifications. However, the parties are required to file only four copies of the factum of their pretensions.

1982, c. 48, s. 327.

328. The rules of practice of the Court of Appeal in civil matters also apply, except that the secretary of the Bureau de décision et de révision en valeurs mobilières is substituted for the clerk of the Superior Court.

1982, c. 48, s. 328; 2002, c. 45, s. 696.

329. An appeal does not suspend the execution of the decision appealed from, unless the Bureau de décision et de révision en valeurs mobilières or a judge of the Court of Québec decides otherwise.

1982, c. 48, s. 329; 1988, c. 21, s. 66; 2002, c. 45, s. 696.

330. The final appeal judgment may be appealed to the Court of Appeal with leave of a judge of the latter court.

1982, c. 48, s. 330; 1984, c. 41, s. 67; 1988, c. 21, s. 66; 1990, c. 77, s. 56.

CHAPTER VII FINANCIAL PROVISIONS

1997, c. 36, s. 6.

330.1. All amounts payable to the Authority under this Act shall form part of the revenue of the Authority. Such revenue shall be applied to the payment of the costs incurred in relation to the administration of this Act.

For the purposes of this Act, any amounts deposited into a contingency reserve or fund set up under section 276.4 in the course of a fiscal year shall be regarded as current expenditures.

Likewise, any amounts held in such a reserve or fund do not form part of the surplus referred to in section 330.4.

1997, c. 36, s. 6; 2002, c. 45, s. 684; 2004, c. 37, s. 90.

330.2. The costs incurred by the Government for the administration of this Act, as determined each year by the Government, shall be borne by the Authority.

1997, c. 36, s. 6; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

330.3. (Repealed).

1997, c. 36, s. 6; 2002, c. 45, s. 685; 2004, c. 37, s. 90; 2007, c. 15, s. 14.

330.4. (Repealed).

1997, c. 36, s. 6; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2007, c. 15, s. 14.

330.5. All amounts collected by the Authority shall, upon collection, be deposited in a bank or an authorized foreign bank listed in Schedule I, II or III to the Bank Act (Statutes of Canada, 1991, chapter 46) or in a financial services cooperative governed by the Act respecting financial services cooperatives (chapter C‐67.3).

1997, c. 36, s. 6; 2000, c. 29, s. 679; 2002, c. 45, s. 686; 2004, c. 37, s. 90.

330.6. The Authority may use any part of its revenue not required for the payment of expenditures or the amounts that constitute the reserve and any fund set up under section 276.4, to make short-term investments

(1)  in securities issued or guaranteed by the government of Canada, of Québec, of another Canadian province or of a Canadian territory;

(2)  by way of deposit with financial institutions designated by the Government, or in certificates, notes and other short-term securities issued or guaranteed by such financial institutions;

(3)  by way of deposit with the Caisse de dépôt et placement du Québec, to be administered by the Caisse in accordance with the investment policy determined by the Authority.

1997, c. 36, s. 6; 2002, c. 45, s. 696; 2004, c. 37, s. 36.

330.7. (Repealed).

1997, c. 36, s. 6; 2002, c. 45, s. 687.

330.8. (Repealed).

1997, c. 36, s. 6; 2002, c. 45, s. 687.

330.9. The costs incurred by the Authority for the purposes of Title III of the Act respecting the Autorité des marchés financiers (chapter A‐33.2) in respect of an activity governed by this Act shall be borne by the recognized self-regulatory organizations that carry on such activities.

Such costs, established for each self-regulatory organization by the Authority at the end of its fiscal year, shall comprise a minimum contribution fixed by the Authority and the amount, if any, by which actual costs exceed the contribution. The actual costs shall be established on the basis of the rate schedule established by regulation.

The certificate issued by the Authority establishing the amount to be paid by each self-regulatory organization is peremptory.

1997, c. 36, s. 6; 2002, c. 45, s. 688; 2004, c. 37, s. 90.

330.10. The costs incurred by the Authority or, as the case may be, by a person specially designated by the Authority, for the purposes of section 30 of the Act to establish the Fonds de solidarité des travailleurs du Québec (F.T.Q.) (chapter F‐3.2.1), sections 37 and 38 of the Act to establish Fondaction, le Fonds de développement de la Confédération des syndicats nationaux pour la coopération et l’emploi (chapter F‐3.1.2) and section 33 of the Act constituting Capital régional et coopératif Desjardins (chapter C‐6.1) shall be borne by those legal persons. The costs shall be determined annually by the Authority, on the basis of the actual costs; in the case of costs incurred by the Authority, the actual costs are established on the basis of the rate schedule established by regulation.

The certificate issued by the Authority establishing the amount to be paid by each legal person in respect of the costs incurred is peremptory.

1997, c. 36, s. 6; 2002, c. 45, s. 689; 2004, c. 37, s. 90.

TITLE XI REGULATIONS AND TRANSITIONAL AND FINAL PROVISIONS

CHAPTER I REGULATIONS

331. The Authority may, by regulation,

(1)  define the procedure to be followed in any matter relating to the application of this Act;

(1.1)  determine the conditions to be met by a company for the purposes of the definition of “closed company” set out in section 5;

(2)  (paragraph repealed);

(3)  (paragraph repealed);

(4)  (paragraph repealed);

(5)  (paragraph repealed);

(6)  establish the rescission rights and the commissions and other sales charges pertaining to a contractual plan for the acquisition of securities;

(6.1)  determine, for the purposes of section 151.1.1, the other market participants likely to be the subject of an inspection;

(7)  define the conditions on which a dealer may use credit balances not given in guarantee;

(8)  establish the special rules of ethics to which the members of the personnel of the Authority are subject, and the applicable penalties;

(9)  prescribe the fees payable for any formality provided for in this Act or the regulations and for services rendered by the Authority, and the terms and conditions of payment;

(10)   prescribe the fees payable by an investor for a securities transaction, and the procedure for collecting the fees and remitting them to the Authority;

(11)  establish the rates referred to in sections 212, 273.2, 330.9 and 330.10;

(11.1)  determine the provisions of Title III the contravention of which may be sanctioned by an administrative monetary penalty, and prescribe the amounts and conditions of such a penalty for the purposes of section 274.1;

(12)  define the terms and expressions used for the purposes of this Act or the regulations under this section.

A regulation made under this section shall be submitted to the Government for approval, with or without amendment.

The Government may make or amend a regulation under this section if the Authority does not do so within the time specified by the Government.

1982, c. 48, s. 331; 1984, c. 41, s. 68; 1987, c. 40, s. 29; 1990, c. 77, s. 57; 1992, c. 35, s. 16; 1997, c. 36, s. 7; 2001, c. 38, s. 91; 2002, c. 45, s. 690; 2004, c. 37, s. 37; 2006, c. 50, s. 107.

331.1. The Authority may, by regulation,

(1)  determine the form and content of the documents, declarations, statements and attestations required under this Act or the regulations;

(2)  determine, from among the documents referred to in this Act or a regulation made under this Act, those that must be filed or transmitted using the medium or technology it specifies in the regulation;

(3)  fix various time limits and periods in accordance with the provisions of this Act;

(3.1)  determine that a person is a non-redeemable investment fund or a mutual fund for the purposes of paragraph 2 of the definition of “non-redeemable investment fund” and paragraph 2 of the definition of “mutual fund” in section 5;

(4)  determine the portion of the securities of an issuer and establish the terms and conditions for the purposes of paragraph 9 of the definition of “distribution” in section 5;

(4.1)  determine conditions for transmitting and receiving documents referred to in this Act or a regulation made under this Act;

(5)  determine the cases and prescribe the information and attestations to which the second paragraph of section 12 and section 40.1 apply;

(6)  impose conditions or an undertaking for the issue by the Authority of a receipt in respect of a prospectus, and fix the conditions on which a security may be distributed by way of various types of prospectus;

(7)  establish the rules governing the designation of securities and the changes made to their characteristics;

(8)  prescribe the information concerning securities or securities transactions that must be transmitted to the Authority, self-regulatory organizations, security holders, investors, clients or the general public, and establish the management rules to be complied with by a registrant in order to safeguard the interests of clients;

(9)  define accounting requirements for issuers, securities dealers and advisers and self-regulatory organizations, and the requirements relating to the books, registers and other documents they must keep and to the preparation and audit of their financial statements;

(9.1)  determine the rules applicable to exchanges, securities clearing houses, electronic securities trading systems, securities information processors and matching service utilities, including rules concerning review and approval of their operating rules by the Authority;

(10)  confer on some of the rules or standards established by a self-regulatory organization or professional association, and any amendments made thereto, the force and effect of a regulation made under this Act;

(11)  exempt a category of persons, securities or transactions from some or all of the requirements of this Act or the regulations, with or without conditions;

(11.1)  define the expression “accredited investor” and determine the conditions for the distribution of securities made to an accredited investor for the purposes of section 43;

(12)  prohibit the use of advertising documents during a distribution;

(13)  define the cases in which the Authority may refuse to issue a receipt for a prospectus referred to in Title II;

(14)  establish special disclosure schemes for securities distributions based on the nature of the securities involved or the categories of issuers, fix the new conditions for the use of such schemes and prescribe the documents that may stand in lieu of a prospectus on the conditions determined by the Authority;

(15)  prohibit or impose conditions applicable to any operation designed to fix, stabilize or influence the quoted price of a security;

(16)  establish operating rules for the management, stewardship, safekeeping and composition of the assets of investment funds, in particular, governance rules and conflict of interest management rules, including rules applicable to a committee formed for those purposes, and prohibit certain transactions for the protection of the holders of securities;

(17)   prohibit or impose conditions applicable to securities transactions with and loans made to persons who are not entirely independent of an investment fund;

(18)  determine the conditions on which a body may qualify under section 67 of this Act;

(18.1)  determine the issuers to which subparagraph 7 of the second paragraph of section 68 applies;

(18.2)  determine the criteria to be used by the Authority to designate an issuer as an issuer deemed to have made a distribution of securities to the public under subparagraph 8 of the second paragraph of section 68;

(19)  establish rules concerning the financial statements and auditor’s reports required under this Act or the regulations;

(19.1)  determine the rules applicable to an accountant’s audit of the affairs of any person subject to this Act;

(19.2)  determine the rules applicable to a committee auditing the affairs of an issuer governed by this Act;

(20)  establish special continuous disclosure schemes for outstanding securities, based on the nature of the securities or the categories of issuers determined by the Authority;

(20.1)  determine the rules applicable to insiders for the purposes of Chapter IV of Title III;

(21)  determine the rules applicable to take-over bids for the purposes of Title IV;

(22)  fix the manner in which the average market price referred to in sections 123, 126 and 147.21 is established;

(23)  establish the manner in which authorization is granted by the offeror for the purposes of section 129;

(24)  prescribe measures to protect minority shareholders with respect to the transactions determined by the Authority that are carried out by issuers or other persons having access to the financial market and that are likely to give rise to situations of conflict of interest;

(25)  determine the conditions subject to which a person resident outside Québec may apply for registration or hold an interest in the capital of a registrant;

(26)  establish categories of registration, the conditions to be met by applicants, the duration of registration and the rules governing the activities of registrants;

(27)  determine, for the purposes of section 159, the changes that must be notified to the Authority and those for which approval must be obtained from the Authority;

(27.1)  determine the content of the program, the mandate and powers of the compliance supervisor as well as the measures to ensure the compliance supervisor’s independence for the purposes of section 160.3;

(28)  establish the obligations incumbent on registrants, persons authorized under section 169 and self-regulatory organizations following a transaction in counterfeit, lost or stolen securities;

(29)  determine the cases and circumstances in which a dealer must participate in a contingency fund;

(30)  establish the rules and procedures that apply to the transmission of documents referred to in section 165;

(31)  (paragraph repealed);

(32)  establish the rules governing a listed market or an over-the-counter market;

(32.1)  prescribe the cases in which Division II of Chapter II of Title VIII applies to a person that has subscribed for or acquired a security in a distribution of securities made under a prospectus exemption or in a take-over bid or issuer bid, or that makes any other transaction determined by regulation;

(32.2)  determine documents other than those referred to in the definition of “core document” in section 225.3 to be core documents for the purposes of that definition;

(33)  establish a mechanism for consulting with an organization pursuing similar objects, concerning matters coming under the authority of this Act and of the legislation of the legislative authority having jurisdiction over such organization;

(33.1)  determine any Québec authority that may be delegated to an extra-provincial securities commission and any extra-provincial authority that may be exercised by the Authority in accordance with section 307, and the conditions for exercising such authorities;

(33.2)  determine the extent and conditions applicable to the order or decision made by the Authority, for the purposes of section 307.1;

(33.3)  incorporate by reference into Québec securities laws any or all provisions of extra-provincial securities laws, determine the cases in and conditions on which provisions of extra-provincial securities laws may be so incorporated for the purposes of section 308, and determine the conditions applicable to the order or decision made by the Authority, for the purposes of section 308.0.1;

(33.4)  determine the conditions on which the Authority, the Bureau de décision et de révision en valeurs mobilières or a recognized self-regulatory organization may make a decision or order under a Québec authority on the basis of a decision made by an extra-provincial securities commission and the cases in which the decision may not be made without again giving the interested person an opportunity to be heard, for the purposes of section 308.0.3;

(33.5)  allow, in accordance with sections 308.1.1 to 308.2.1, an extra-provincial authority to be recognized in Québec in the areas specifically listed in the regulations, with respect to the persons or organizations subject to such authority;

(33.6)  determine the cases in and conditions on which a receipt is deemed, under paragraph 1 of section 308.2.1, to have been issued for the purposes of Québec securities laws, including when a receipt has been issued for a prospectus or an amendment to a prospectus under extra-provincial securities laws;

(33.7)  determine the cases in and conditions on which a person or class of persons is deemed, under paragraphs 2 and 3 of section 308.2.1, to be authorized to carry on an activity for the purposes of Québec securities laws, including when the person or class of persons is authorized to carry on the activity under extra-provincial securities laws;

(33.8)  determine the cases in and conditions on which an exemption from Québec securities laws is deemed, under paragraph 4 of section 308.2.1, to be granted by the Authority, including when an exemption has been granted under extra-provincial securities laws;

(33.9)  determine the circumstances in which an activity in respect of transactions in securities or in a particular security is deemed to be prohibited under paragraph 5 of section 308.2.1, including when an extra-provincial securities commission has imposed the same prohibition under a power similar to the Authority’s power under section 265;

(34)  define the terms and expressions used for the purposes of this Act or the regulations under this section.

1997, c. 36, s. 8; 2001, c. 38, s. 92; 2002, c. 45, s. 691; 2004, c. 37, s. 38; 2006, c. 50, s. 108; 2007, c. 15, s. 15.

331.2. Every regulation made under section 331.1 must be approved, with or without amendment, by the Minister.

The Minister may make a regulation under this section if the Authority does not do so within the time specified by the Minister.

A draft regulation shall be published in the Bulletin of the Authority, accompanied with the notice required under section 10 of the Regulations Act (chapter R‐18.1).

A draft regulation may not be submitted for approval or be made before 30 days have elapsed since its publication.

The regulation comes into force on the date of its publication in the Gazette officielle du Québec or on any later date specified in the regulation. It shall also be published in the Bulletin.

A draft regulation under Chapter II of Title X and paragraphs 33.1 to 33.9 of section 331.1 may be submitted for approval only if accompanied by a favourable notice from the Minister responsible for Canadian Intergovernmental Affairs. The same applies if such a draft regulation is made under the second paragraph

Sections 4 to 8, 11 and 17 to 19 of the Regulations Act do not apply to a regulation made under section 331.1.

2001, c. 38, s. 93; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2006, c. 50, s. 109.

332. The Government may, by regulation,

(1)  determine the other forms of investment subject to this Act;

(2)  determine the remunerated business to which section 149 applies;

(3)  determine the policy that securities dealers and advisers must establish pursuant to section 168.1.1 or elements of that policy.

1982, c. 48, s. 332; 2001, c. 38, s. 94; 2002, c. 45, s. 692.

333. In exercising their regulatory powers, the Government, the Minister or the Authority may establish various classes of persons, securities and transactions and prescribe appropriate rules for each class.

1982, c. 48, s. 333; 1997, c. 36, s. 9; 2001, c. 38, s. 95; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

334. A regulation made under this Act may confer a discretionary power on the Authority.

1982, c. 48, s. 334; 2002, c. 45, s. 693; 2004, c. 37, s. 90.

335. Draft regulations and regulations made under section 331 shall be published in the Bulletin of the Authority.

1982, c. 48, s. 335; 1982, c. 62, s. 143; 1984, c. 41, s. 69; 1997, c. 36, s. 10; 2001, c. 38, s. 96; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

335.1. The Authority shall, not later than 31 July, submit to the Minister an annual report on its regulation activities under this Act for the period ending at the end of its last fiscal year.

The report must describe regulatory amendments and their impact on the securities market and on investors, and contain any other information required by the Minister.

2006, c. 50, s. 110.

335.2. The Minister shall table the report submitted under section 335.1 in the National Assembly within 30 days of its receipt or, if the Assembly is not sitting, within 30 days of resumption.

2006, c. 50, s. 110.

335.3. The competent parliamentary committee of the National Assembly may hear the Authority at least once a year to discuss the report submitted under section 335.1 and the Authority’s regulation activities.

2006, c. 50, s. 110.

CHAPTER II TRANSITIONAL AND FINAL PROVISIONS

336. (Omitted).

1982, c. 48, s. 336.

337. Every registration made and permission granted to distribute securities or a prospectus under the Securities Act (chapter V-1) continues to have full effect notwithstanding the replacement of the said Act by this Act.

The first paragraph also applies to other decisions rendered under the said Act.

Every proceeding for an offence against the Securities Act (chapter V-1) is brought or continued in accordance with the said Act.

1982, c. 48, s. 337.

338. For the application of section 68, every issuer is deemed to have made a distribution of its securities to the public

(1)  that was authorized by the Commission, at any time from 1 May 1955 to 19 January 1983, to make a distribution of securities under a prospectus filed with the Commission;

(2)  that has filed a securities exchange take-over bid circular with the Commission, at any time from 6 July 1973 to 19 January 1983.

A société d’entraide économique resulting from the continuance of a caisse d’entraide économique by virtue of the Act respecting the Sociétés d’entraide économique (chapter S-25.1) or the Act respecting certain caisses d’entraide économique (chapter C-3.1) is also deemed to have made a distribution of securities to the public.

1982, c. 48, s. 338.

338.1. In the case of distributions made before 6 April 1983 without observing the formalities prescribed by the Act applicable at the time of the transaction, the Authority may regularize the situation of the securities so distributed if it deems that the Authority would have issued a receipt for the prospectus if it had been submitted or would have granted a prospectus exemption if it had been applied for.

1984, c. 41, s. 70; 2004, c. 37, s. 39.

339. (Amendment integrated into section 3 of this Act).

1982, c. 48, s. 339.

340. (Amendment integrated into c. A-24, s. 19).

1982, c. 48, s. 340.

341. (Amendment integrated into c. I-3, s. 965.1).

1982, c. 48, s. 341.

342. (Amendment integrated into c. I-3, s. 965.2).

1982, c. 48, s. 342.

343. (Amendment integrated into c. I-3, s. 965.3).

1982, c. 48, s. 343.

344. (Amendment integrated into c. I-3, s. 965.6).

1982, c. 48, s. 344.

345. (Omitted).

1982, c. 48, s. 345.

346. (Amendment integrated into c. R-22, ss. 1, 2).

1982, c. 48, s. 346.

347. (Amendment integrated into c. S-24, s. 9).

1982, c. 48, s. 347.

348. The Minister of Finance is responsible for the application of this Act.

1982, c. 48, s. 348; 2002, c. 45, s. 695.

349. The appropriations voted for the application of the Securities Act (chapter V-1) are transferred to permit the application of this Act.

Supplementary appropriations for the application of this Act voted for the fiscal period 1982-1983 are taken out of the Consolidated Revenue Fund.

For subsequent periods, the moneys are taken out of the moneys granted annually by Parliament.

1982, c. 48, s. 349.

350. (Repealed).

1982, c. 48, s. 350; 1997, c. 36, s. 11.

351. (Repealed).

1982, c. 48, s. 351; 1984, c. 41, s. 71; 1989, c. 48, s. 256; 2002, c. 45, s. 694.

352. The Minister shall, on or before 19 January 1988, and every five years thereafter, make a report to the Government on the implementation of this Act an on the advisability of continuing it in force and, as the case may be, of amending it.

The report must, within the following fifteen days, be tabled before the National Assembly if it is sitting or, if it is not, be filed with the President of the Assembly.

The President shall, within one year from the tabling or filing of the report, convene such committee of the Assembly as he shall designate to examine the advisability of continuing this Act in force or, as the case may be, of amending it, and to hear the opinions of interested individuals and organizations.

1982, c. 48, s. 352; 1982, c. 62, s. 143.

353. (This section ceased to have effect on 19 January 1988).

1982, c. 48, s. 353; U. K., 1982, c. 11, Sch. B, Part I, s. 33.

354. (Omitted).

1982, c. 48, s. 354.

REPEAL SCHEDULES

In accordance with section 17 of the Act respecting the consolidation of the statutes and regulations (chapter R-3), chapter 48 of the statutes of 1982, in force on 1 July 1983, is repealed, except the second paragraph of section 336 and section 354, effective from the coming into force of chapter V-1.1 of the Revised Statutes.

In accordance with section 17 of the Act respecting the consolidation of the statutes and regulations (chapter R-3), section 339 of chapter 48 of the statutes of 1982, in force on 1 January 1984, is repealed effective from the coming into force of the updating to 1 January 1984 of chapter V-1.1 of the Revised Statutes.