Ontario Follows Suit With Securities Act Changes Tightening the Belt on Insider Trading Regulation

Filter

Please enter your search terms above. e.g. "Oil & Gas", "Latest News" Searching... Displaying results based on your search term(s) ""

Publication

March 14, 2015

David Fraser quoted in Globe & Mail privacy article

...Fraser is quoted in the Oil & Gas Report on Business article regarding a Romanian website which has copied hundreds of court cases...

Blog

March 14, 2015

Muskrat Falls / Mar / Labrador Link Project named one of Lexpert’s Big Deals for 2014

...Fraser is quoted in the Oil & Gas Report on Business article regarding a Romanian website which has copied hundreds of court cases...

News

March 14, 2015

Privacy Breach Class Action Update. Privacy Commissioner says Health Canada violated privacy laws

...Fraser is quoted in the Oil & Gas Report on Business article regarding a Romanian website which has copied hundreds of court cases...

Event

March 14, 2015 - March 15, 2014

Legal Information Society of Nova Scotia - Pro Bono Symposium

Halifax, NS

...Fraser is quoted in the Oil & Gas Report on Business article regarding a Romanian website which has copied hundreds of court cases...

Advanced Filters

Please search by first or last name. e.g: "John" or "Smith". Your search will begin after typing at least 2 characters. Searching...
Sort by: Relevance | Name

We are pleased to provide you with detailed biographies on our lawyers, paralegals and administrative team, so you can learn more about how we can best support your business' success.

Use the search bar above or the advanced filters to further narrow your search by service, industry, office location, bar admissions, title, education and language.

: Service; Industry; Office; Position; Bar Admission; Education; Language

Contact Form

: Contact

We want to hear from you: Did we delight you with great service or a timely insight? Did we miss the mark? Are you looking for legal advice? If so, we want to know. Just type a few lines into our form, send an email to client.service@mcinnescooper.com, or call 1-855-622-6668.

Charlottetown

141 Kent St., Suite 300
McInnes Cooper Building
Charlottetown, PE
C1A 1N3

Tel: 902.368.8473
Fax: 902.368.8346

Fredericton

570 Queen St., Suite 600
Barker House
Fredericton, NB
E3B 6Z6

Tel: 506.458.8572
Fax: 506.458.9903

Halifax

1969 Upper Water St., Suite 1300
Purdy’s Wharf Tower II
Halifax, NS
B3J 3R7

Tel: 902.425.6500
Fax: 902.425.6350

Moncton

644 Main St., Suite 400
Blue Cross Building, South Tower
Moncton, NB
E1C 1E2

Tel: 506.857.8970
Fax: 506.857.4095

Saint John

1 Germain St., Suite 1700
Brunswick Square
Saint John, NB
E2L 4V1

Tel: 506.643.6500
Fax: 506.643.6505

St. John’s

10 Fort William Pl., 5th Floor
Baine Johnston Centre
St. John’s, NL
A1C 1K4

Tel: 709.722.8735
Fax: 709.722.1763

More Publications

Publication

Ontario Follows Suit With Securities Act Changes Tightening the Belt on Insider Trading Regulation

: August 15, 2016

The standards expected of market participants are steadily increasing in response to demand to address white collar crime – including amendments to the Ontario Securities Act that took effect on July 1, 2016 to prohibit a person with a “special relationship” to an issuer with knowledge of material undisclosed information from recommending or encouraging a trade in that issuer’s securities. This is just one of several recent amendments to the Ontario securities legislation aimed at tightening up the regulation of insider trading in Ontario. Issuers subject to the Ontario securities legislation should ensure that “insiders” and those in a “special relationship” know about the new prohibition, exercise diligence in safeguarding undisclosed material information, and refrain from engaging in any disclosure, trading and/or recommendations in respect of an issuer when in possession of such information.

By effectively creating a new category of activity drawing sanction for insider trading, Ontario follows suit with other Canadian provinces (British Columbia, Alberta, Saskatchewan, Quebec, Prince Edward Island and New Brunswick) that already prohibit the same conduct.

The Loophole. Before this change, the Ontario legislation only addressed “tipping” by prohibiting a person in a special relationship with an issuer from sharing undisclosed material information about that issuer with another person except in the necessary course of business (section 76(2) of the Act). But it didn’t prohibit that person from recommending or encouraging trading. To deal with this loophole, the Ontario Securities Commission (OSC) resorted to its power to protect the public interest to sanction, on a case-by-case basis, trading activities that didn’t breach the Act, but did impugn the integrity of the capital markets. For example, in one case (Re Finkelstein), a corporate lawyer used non-public material information he acquired by virtue of his role as counsel in an imminent transaction to purchase several millions of dollars of shares for himself and his friends and family; this didn’t breach the Act, but the OSC decided his actions were contrary to the public interest. Critics argued this approach made the insider trading rules unclear and unpredictable.

The Belt Tightening. The most recent amendments to the Ontario Securities Act close this loophole: a person with a “special relationship” to an issuer who has knowledge of material undisclosed information is now also prohibited from recommending or encouraging a trade in that issuer’s securities. The Act defines those in a “special relationship” to include:

Insiders, affiliates or associates either of the issuer or of a person or company considering making a take-over bid, becoming a party to a reorganization, amalgamation or other arrangement or business combination, or acquiring a substantial portion of the issuer’s property.
A person or company engaging in a business or professional activity with or on behalf of the issuer or a person or company considering a transaction referenced above.
A director, officer or employee of the issuer, a subsidiary of it, or a company that controls either the issuer or any company considering a transaction referenced above.
A person or a company that learns of either a material fact or change with respect to the issuer while being one of the people referenced above.
A person or company that learns of a material fact or change respecting the issuer from any of the above people, and that knows or ought reasonably to have known that the other person is in such a “special relationship”.

Please contact your McInnes Cooper lawyer or any member of the Corporate Finance and Securities Team @ McInnes Cooper to discuss this topic or any other legal issue.

McInnes Cooper has prepared this document for information only; it is not intended to be legal advice. You should consult McInnes Cooper about your unique circumstances before acting on this information. McInnes Cooper excludes all liability for anything contained in this document and any use you make of it.

© McInnes Cooper, 2016. All rights reserved. McInnes Cooper owns the copyright in this document. You may reproduce and distribute this document in its entirety as long as you do not alter the form or the content and you give McInnes Cooper credit for it. You must obtain McInnes Cooper’s consent for any other form of reproduction or distribution. Email us at publications@mcinnescooper.com to request our consent.

Publication

March 14, 2015

David Fraser quoted in Globe & Mail privacy article

Blog

March 14, 2015

Muskrat Falls / Mar / Labrador Link Project named one of Lexpert’s Big Deals for 2014

News

March 14, 2015

Privacy Breach Class Action Update. Privacy Commissioner says Health Canada violated privacy laws

Event

March 14, 2015 - March 15, 2014

Legal Information Society of Nova Scotia - Pro Bono Symposium

Halifax, NS

We are pleased to provide you with detailed biographies on our lawyers, paralegals and administrative team, so you can learn more about how we can best support your business' success.

Advanced Filters

Contact

We want to hear from you: Did we delight you with great service or a timely insight? Did we miss the mark? Are you looking for legal advice? If so, we want to know. Just type a few lines into our form, send an email to client.service@mcinnescooper.com, or call 1-855-622-6668.

Charlottetown

Fredericton

Halifax

Moncton

Saint John

St. John’s

Send Us Feedback

Un moment s'il vous plaît...

Publication

March 14, 2015

David Fraser quoted in Globe & Mail privacy article

Blog

March 14, 2015

Muskrat Falls / Mar / Labrador Link Project named one of Lexpert’s Big Deals for 2014

News

March 14, 2015

Privacy Breach Class Action Update. Privacy Commissioner says Health Canada violated privacy laws

Event

March 14, 2015 - March 15, 2014

Legal Information Society of Nova Scotia - Pro Bono Symposium

Halifax, NS

We are pleased to provide you with detailed biographies on our lawyers, paralegals and administrative team, so you can learn more about how we can best support your business' success.

Advanced Filters

Contact

We want to hear from you: Did we delight you with great service or a timely insight? Did we miss the mark? Are you looking for legal advice? If so, we want to know. Just type a few lines into our form, send an email to client.service@mcinnescooper.com, or call 1-855-622-6668.

Charlottetown

Fredericton

Halifax

Moncton

Saint John

St. John’s

Send Us Feedback

Un moment s'il vous plaît...

Share this with others

Twitter

Facebook

Google +

LinkedIn

Email