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Insurance Companies Act (S.C. 1991, c. 47)

Act current to 2022-11-16 and last amended on 2022-06-23. Previous Versions

PART VICorporate Governance (continued)

DIVISION VSecurities Registers (continued)

Marginal note:Particulars in branch register

  •  (1) A branch securities register shall only contain particulars of the securities issued or transferred at the branch for which that register is established.

  • Marginal note:Particulars in central securities register

    (2) Particulars of each issue or transfer of a security registered in a branch securities register of a company shall also be kept in the central securities register of the company.

Marginal note:Destruction of certificates

 A company, its agent or a trustee within the meaning of section 317 is not required to produce

  • (a) a cancelled security certificate in registered form or an instrument referred to in subsection 73(1) that is cancelled or a like cancelled instrument in registered form after six years from the date of its cancellation;

  • (b) a cancelled security certificate in bearer form or an instrument referred to in subsection 73(1) that is cancelled or a like cancelled instrument in bearer form after the date of its cancellation; or

  • (c) an instrument referred to in subsection 73(1) or a like instrument, irrespective of its form, after the date of its expiration.

DIVISION VICorporate Name and Seal

Marginal note:Publication of name

 A company shall set out its name in legible characters in all contracts, premium notices, applications for policies, policies, negotiable instruments and other documents evidencing rights or obligations with respect to other parties that are issued or made by or on behalf of the company.

Marginal note:Corporate seal

  •  (1) A company may adopt a corporate seal and change one that it adopted.

  • Marginal note:Validity of unsealed documents

    (2) A document executed on behalf of a company is not invalid merely because a corporate seal is not affixed to it.

  • 1991, c. 47, s. 279
  • 2005, c. 54, s. 269

DIVISION VII[Repealed, 1997, c. 15, s. 230]

DIVISION VIIIInsiders

Interpretation

Marginal note:Definitions

  •  (1) In this Division,

    affiliate

    affiliate means a body corporate that is affiliated with another body corporate within the meaning of subsection 6(2); (groupe)

    business combination

    business combination means an acquisition of all or substantially all of the assets of one body corporate by another, an amalgamation of two or more bodies corporate or any similar reorganization between two or more bodies corporate; (regroupement d’entreprises)

    call

    call means an option, transferable by delivery, to demand delivery of a specified number or amount of shares at a fixed price within a specified time but does not include an option or right to acquire shares of the body corporate that granted the option or right to acquire; (option d’achat)

    distributing company

    distributing company[Repealed, 2005, c. 54, s. 270]

    insider

    insider[Repealed, 2005, c. 54, s. 270]

    officer

    officer, in relation to a company, means

    • (a) an officer as defined in paragraph (a) of the definition officer in section 2, or

    • (b) any natural person who performs functions for the company similar to those performed by a person referred to in paragraph (a) of the definition officer in section 2; (dirigeant d’une société)

    put

    put means an option, transferable by delivery, to deliver a specified number or amount of shares at a fixed price within a specified time; (option de vente)

    share

    share means a voting share and includes

    • (a) a security currently convertible into a voting share, and

    • (b) a currently exercisable option or a right to acquire a voting share or a security referred to in paragraph (a). (action)

  • Marginal note:Control

    (2) For the purposes of this Division, a person controls a body corporate where the person controls the body corporate within the meaning of section 3, determined without regard to paragraph 3(1)(d).

  • (3) and (4) [Repealed, 2005, c. 54, s. 270]

  • 1991, c. 47, s. 288
  • 2005, c. 54, s. 270

Insider Reporting

Marginal note:Insider report

 An insider shall submit an insider report in accordance with the regulations.

  • 1991, c. 47, s. 289
  • 1997, c. 15, s. 231
  • 2005, c. 54, s. 271

Marginal note:Exemption by Superintendent

 On application by an insider, the Superintendent may in writing and on any terms that the Superintendent thinks fit exempt the insider from any of the requirements of section 289. The exemption may be given retroactive effect and the Superintendent shall publish the particulars of the exemption and the reasons for it in a periodical available to the public.

  • 1991, c. 47, s. 290
  • 2005, c. 54, s. 271

 [Repealed, 2005, c. 54, s. 271]

Marginal note:Regulations

 The Governor in Council may make regulations for carrying out the purposes of sections 289 and 290, including

  • (a) defining “insider” for the purposes of sections 289 and 290;

  • (b) respecting the form and content of an insider report; and

  • (c) respecting the submission or publication of an insider report.

  • 1991, c. 47, s. 291
  • 2005, c. 54, s. 271

 [Repealed, 2005, c. 54, s. 271]

Insider Trading

Meaning of insider

  •  (1) In this section, insider means with respect to a distributing company

    • (a) a director or officer of the company;

    • (b) a director or officer of a subsidiary of the company;

    • (c) a director or officer of a body corporate that enters into a business combination with the company; or

    • (d) a person employed or retained by the company.

  • Marginal note:Prohibition — short sale

    (2) No insider may knowingly sell, directly or indirectly, a security of a distributing company or of any of the distributing company’s affiliates if the insider does not own or has not fully paid for the security.

  • Marginal note:Exception

    (3) Despite subsection (2), an insider may sell a security that they do not own if they own another security that is convertible into the security that was sold or they own an option or right to acquire the security that was sold, and if within 10 days after the sale they

    • (a) exercise the conversion privilege, option or right and deliver the security so acquired to the purchaser; or

    • (b) transfer the convertible security, option or right to the purchaser.

  • Marginal note:Prohibition — calls and puts

    (4) No insider may knowingly, directly or indirectly, buy or sell a call or put in respect of a security of a company or of any of the company’s affiliates.

  • 1991, c. 47, s. 293
  • 2005, c. 54, s. 272

Civil remedies

Extended meaning of insider

  •  (1) In this section and sections 294.1 and 295, insider with respect to a company means

    • (a) the company;

    • (b) an affiliate of the company;

    • (c) a director or officer of the company or of any person described in paragraph (b), (d) or (f);

    • (d) a person who beneficially owns directly or indirectly, or who exercises control or direction over or has a combination of ownership, control and direction in respect of, shares of the company carrying more than the prescribed percentage of the voting rights attached to all of the company’s outstanding shares not including shares held by the person as underwriter while those shares are in the course of a distribution to the public;

    • (e) a person, other than a person described in paragraph (f), who is employed or retained by the company or by a person described in paragraph (f);

    • (f) a person who engages in or proposes to engage in any business or professional activity with or on behalf of the company;

    • (g) a person who received material confidential information concerning the company while they were a person described in any of paragraphs (a) to (f);

    • (h) a person who receives material confidential information from a person who is and who they know or ought reasonably to have known is a person described in this subsection, including in this paragraph, or subsection (3) or (4); or

    • (i) a prescribed person.

  • Extended meaning of security

    (2) For the purposes of this section, each of the following is deemed to be a security of a company:

    • (a) a put, call, option or other right or obligation to purchase or sell a security of the company; and

    • (b) a security of another entity, the market price of which varies materially with the market price of the securities of the company.

  • Marginal note:Deemed insider — take-over bid or business combination

    (3) For the purposes of this section and subsection 294.1(1), a person who proposes to make a take-over bid as defined in the regulations for securities of a company or to enter into a business combination with a company is an insider of the company with respect to material confidential information obtained from the company.

  • Marginal note:Deemed insider — affiliate or associate

    (4) An insider of a person referred to in subsection (3), or the person’s affiliate or associate, is an insider of the company referred to in that subsection. Paragraphs (1)(b) to (i) apply in making this determination except that references to “company” are to be read as references to “person described in subsection (3)”.

  • Meaning of associate

    (5) In subsection (4), associate means with respect to a person

    • (a) a body corporate that the person directly or indirectly controls, determined without regard to paragraph 3(1)(d), or of which they beneficially own shares or securities currently convertible into shares carrying more than 10% of the voting rights under all circumstances or by reason of the occurrence of an event that has occurred and is continuing or a currently exercisable option or right to purchase the shares or convertible securities;

    • (b) a partner of the person acting on behalf of the partnership of which they are partners;

    • (c) a trust or estate in which the person has a substantial beneficial interest or in respect of which they serve as a trustee or a liquidator of the succession or in a similar capacity;

    • (d) a spouse or common-law partner of the person;

    • (e) a child of the person or of their spouse or common-law partner; or

    • (f) if that relative has the same residence as the person, a relative of the person or of their spouse or common-law partner.

  • Marginal note:Insider trading — compensation to sellers and purchasers

    (6) An insider of a company who purchases or sells a security of the company with knowledge of confidential information that if it were generally known might reasonably be expected to materially affect the value of any of the securities of the company is liable to compensate the seller or purchaser of the security, as the case may be, for any loss suffered by them as a result of the purchase or sale unless the insider establishes that

    • (a) the insider reasonably believed that the information had been generally disclosed;

    • (b) the information was known or ought reasonably to have been known by the seller or purchaser; or

    • (c) the purchase or sale of the security took place in the prescribed circumstances.

  • Marginal note:Insider trading — compensation to company

    (7) The insider is accountable to the company for any benefit or advantage received or receivable by the insider as a result of a purchase or sale described in subsection (5), unless they establish the circumstances described in paragraph (6)(a).

  • 1991, c. 47, s. 294
  • 2005, c. 54, s. 272

Marginal note:Tipping — compensation to sellers and purchasers

  •  (1) An insider of a company who discloses confidential information with respect to the company that has not been generally disclosed and that if it were generally known might reasonably be expected to materially affect the value of any of the securities of the company is liable to compensate any person who subsequently sells securities of the company to or purchases them from any person who received the information unless the insider establishes that

    • (a) the insider reasonably believed that the information had been generally disclosed;

    • (b) the information was known or ought reasonably to have been known by the person who alleges that they suffered the loss;

    • (c) if the insider is not a person described in subsection 294(3) or (4), the disclosure of the information was necessary in the course of their business; or

    • (d) if the insider is a person described in subsection 294(3) or (4), the disclosure of the information was necessary to effect the take-over bid or business combination.

  • Marginal note:Tipping — compensation to company

    (2) The insider is accountable to the company for any benefit or advantage received or receivable by them as a result of a disclosure of information as described in subsection (1) unless they establish the circumstances described in paragraph (1)(a), (c) or (d).

  • 2005, c. 54, s. 272

Marginal note:Measure of damages

  •  (1) The court may assess damages under subsection 294(6) or 294.1(1) in accord­ance with any measure of damages that it considers relevant in the circumstances. However, in assessing damages in respect of a security of a distributing company, the court shall consider the following:

    • (a) if the plaintiff is a purchaser, the price that they paid for the security less the average market price of the security over the 20 trading days immediately following general disclosure of the information; and

    • (b) if the plaintiff is a seller, the average market price of the security over the 20 trading days immediately following general disclosure of the information, less the price that they received for the security.

  • Marginal note:Liability — more than one insider

    (2) If more than one insider is liable under subsection 294(6) or 294.1(1) with respect to the same transaction or series of transactions, their liability is joint and several, or solidary.

  • Marginal note:Limitation

    (3) An action to enforce a right created by subsection 294(6) or (7) or section 294.1 may be commenced only within two years after discovery of the facts that gave rise to the cause of action.

  • 1991, c. 47, s. 295
  • 2005, c. 54, s. 272
 
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