Criminal Code (R.S.C., 1985, c. C-46)

Marginal note:Prohibited insider trading

• 382.1 (1) Every person is guilty of an indictable offence and liable to imprisonment for a term of not more than 10 years or is guilty of an offence punishable on summary conviction who, directly or indirectly, buys or sells a security, knowingly using inside information that they

  • (a) possess by virtue of being a shareholder of the issuer of that security;

  • (b) possess by virtue of, or obtained in the course of, their business or professional relationship with that issuer;

  • (c) possess by virtue of, or obtained in the course of, a proposed takeover or reorganization of, or amalgamation, merger or similar business combination with, that issuer;

  • (d) possess by virtue of, or obtained in the course of, their employment, office, duties or occupation with that issuer or with a person referred to in paragraphs (a) to (c); or

  • (e) obtained from a person who possesses or obtained the information in a manner referred to in paragraphs (a) to (d).

• Marginal note:Tipping

  (2) Except when necessary in the course of business, a person who knowingly conveys inside information that they possess or obtained in a manner referred to in subsection (1) to another person, knowing that there is a risk that the person will use the information to buy or sell, directly or indirectly, a security to which the information relates, or that they may convey the information to another person who may buy or sell such a security, is guilty of

  • (a) an indictable offence and liable to imprisonment for a term not exceeding five years; or

  • (b) an offence punishable on summary conviction.

• Marginal note:Saving

  (3) For greater certainty, an act is not an offence under this section if it is authorized or required, or is not prohibited, by any federal or provincial Act or regulation applicable to it.

• Definition of inside information

  (4) In this section, inside information means information relating to or affecting the issuer of a security or a security that they have issued, or are about to issue, that

  • (a) has not been generally disclosed; and

  • (b) could reasonably be expected to significantly affect the market price or value of a security of the issuer.