Canada Cooperatives Act — C-1.7 173
Definition of insider 173 (1) In this section, insider , with respect to a cooperative, means (a) the cooperative; (b) an affiliate of the cooperative; (c) a director or an officer of the cooperative or of any persons described in paragraphs (b), (e) or (g); (d) a member who controls more than ten per cent of the voting rights that may be exercised to elect or appoint a director of the cooperative; (e) a person who beneficially owns, directly or indirectly, shares of the cooperative or who exercises control or direction over shares of the cooperative, or a combination of any such ownership, control and direction, carrying more than the prescribed percentage of the voting rights attached to all of the outstanding shares of the cooperative other than shares held by the person as underwriter while those shares are in the course of a distribution to the public; (f) a person, other than a person described in paragraph (g), employed or retained by the cooperative or by a person described in paragraph (g); (g) a person who engages in or proposes to engage in any business or professional activity with or on behalf of the cooperative; (h) a person who received, while they were a person described in any of paragraphs (a) to (g) material confidential information concerning the cooperative; (i) a person who receives material confidential information from a person described in this subsection or in subsection (2) or (2.1), including from a person described in this paragraph, and who knows or who ought reasonably to have known that the person giving the information is a person described in this subsection or in subsection (2) or (2.1), including a person described in this paragraph; and (j) a prescribed person. Deemed insiders (2) For the purposes of this section, a person who proposes to make a take-over bid (as defined in the regulations) for securities of a cooperative, or to enter into a business combination with a cooperative, is an insider of the cooperative with respect to material confidential information obtained from the cooperative and is an insider of the cooperative for the purposes of subsection (6). Deemed insiders (2.1) An insider of a person referred to in subsection (2), and an affiliate or associate of such a person, is an insider of the cooperative referred to in that subsection. Paragraphs (1)(b) to (j) apply in determining whether a person is such an insider except that references to “cooperative” in those paragraphs are to be read as references to “person described in subsection (2)”. Expanded definition of “security” (3) For the purposes of this section, the following are deemed to be a security of the cooperative: (a) a put, call or option or other right or obligation to purchase or sell a security of the cooperative; and (b) a security of another entity whose market price varies materially with the market price of the securities of the cooperative. Insider trading — compensation to persons (4) An insider who purchases or sells a security of the cooperative with knowledge of confidential information that, if generally known, might reasonably be expected to affect materially the value of any of the securities of the cooperative is liable to compensate the seller of the security or the purchaser of the security, as the case may be, for any damages suffered by the seller or purchaser 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. Insider trading — compensation to cooperative (5) The insider is accountable to the cooperative for any benefit or advantage received or receivable by the insider as a result of a purchase or sale described in subsection (4) unless the insider establishes the circumstances in paragraph 4(a). Tipping