134 (1) Every person or company in a special relationship with an issuer who purchases or sells securities of the issuer with knowledge of a material fact or material change with respect to the issuer that has not been generally disclosed is liable to compensate the seller or purchaser of the securities, as the case may be, for damages as a result of the trade unless, (a) the person or company in the special relationship with the issuer proves that the person or company reasonably believed that the material fact or material change had been generally disclosed; or (b) the material fact or material change was known or ought reasonably to have been known to the seller or purchaser, as the case may be. R.S.O. 1990, c. S.5, s. 134 (1); 2015, c. 20, Sched. 39, s. 4 (1-3). Idem, tipping (2) Every, (a) issuer; (b) person or company in a special relationship with an issuer; (c) person or company that is considering or evaluating whether to make a take-over bid, as defined in Part XX, or that proposes to make a take-over bid, as defined in Part XX, for the securities of the issuer; and (c.1) person or company that is considering or evaluating whether to become a party, or that proposes to become a party, to a reorganization, amalgamation, merger or arrangement or similar business combination with the issuer or to acquire a substantial portion of its property, and who informs another person or company of a material fact or material change with respect to the issuer that has not been generally disclosed is liable to compensate for damages any person or company that thereafter sells securities of the issuer to or purchases securities of the issuer from the person or company that received the information unless, (d) the person or company who informed the other person or company proves that the informing person or company reasonably believed the material fact or material change had been generally disclosed; (e) the material fact or material change was known or ought reasonably to have been known to the seller or purchaser, as the case may be; (f) in the case of an action against an issuer or a person in a special relationship with the issuer, the information was given in the necessary course of business; or (g) in the case of an action against a person or company described in clause (c) or (c.1), the information was given in the necessary course of business relating to the take-over bid, business combination or acquisition. R.S.O. 1990, c. S.5, s. 134 (2); 2013, c. 2, Sched. 13, s. 4; 2015, c. 20, Sched. 39, s. 4 (1-6). Liability for improper use of information, mutual funds (3) A person or company is accountable to a mutual fund in Ontario for any benefit or advantage received or receivable as a result of a purchase or sale of securities of an issuer if, (a) the portfolio securities of the mutual fund include securities of that issuer; and (b) the person or company, (i) has access to information concerning the investment program of the mutual fund, and (ii) uses that information for his, her or its direct benefit or advantage to purchase or sell securities of that issuer for his, her or its own account.  2009, c. 18, Sched. 26, s. 17. Same, discretionary investment portfolios (3.1) A person or company is accountable to a client of a registrant for any benefit or advantage received or receivable as a result of a purchase or sale of securities of an issuer if, (a) an investment portfolio is managed for the client by the registrant through discretionary authority provided by the client; (b) the portfolio securities of the investment portfolio include securities of that issuer; (c) the registrant is a registered adviser or registered dealer; and (d) the person or company has, (i) access to information concerning the investment portfolio, and (ii) uses that information for his, her or its direct benefit or advantage to purchase or sell securities of that issuer.  2009, c. 18, Sched. 26, s. 17. Accountability for gain (4) Every person or company who is an insider, affiliate or associate of an issuer that, (a) sells or purchases the securities of the issuer with knowledge of a material fact or material change with respect to the issuer that has not been generally disclosed; or (b) communicates to another person, other than in the necessary course of business, knowledge of a material fact or material change with respect to the issuer that has not been generally disclosed, is accountable to the issuer for any benefit or advantage received or receivable by the person or company as a result of the purchase, sale or communication, as the case may be, unless the person or company proves that the person or company reasonably believed that the material fact or material change had been generally disclosed. R.S.O. 1990, c. S.5, s. 134 (4); 2015, c. 20, Sched. 39, s. 4 (1-3). Liability, joint and several (5) Where more than one person or company in a special relationship with an issuer is liable under subsection (1) or (2) as to the same transaction or series of transactions, their liability is joint and several. R.S.O. 1990, c. S.5, s. 134 (5); 2015, c. 20, Sched. 39, s. 4 (2, 3). Measure of damages (6) In assessing damages under subsection (1) or (2), the court shall consider, (a) if the plaintiff is a purchaser, the price paid by the plaintiff for the security less the average market price of the security in the twenty trading days following general disclosure of the material fact or material change; or (b) if the plaintiff is a vendor, the average market price of the security in the twenty trading days following general disclosure of the material fact or material change less the price received by the plaintiff for the security, but the court may instead consider such other measures of damages as may be relevant in the circumstances. R.S.O. 1990, c. S.5, s. 134 (6). Definitions (7) For the purposes of this section, “person or company in a special relationship with an issuer” has the same meaning as in subsection 76 (5); (“personne ou compagnie ayant des rapports particuliers avec un émetteur assujetti”) “issuer” means, (a) a reporting issuer, or (b) any other issuer whose securities are publicly traded; (“émetteur”) R.S.O. 1990, c. S.5, s. 134 (7); 2010, c. 26, Sched. 18, s. 37 (1); 2015, c. 20, Sched. 39, s. 4 (2, 3, 7, 8). Idem (8) For the purposes of subsections (1) and (2), a security of the issuer shall be deemed to include, (a) a put, call, option or other right or obligation to purchase or sell securities of the issuer; (b) a security, the market price of which varies materially with the market price of the securities of the issuer; or (c) a related derivative. R.S.O. 1990, c. S.5, s. 134 (8); 2010, c. 26, Sched. 18, s. 37 (2); 2015, c. 20, Sched. 39, s. 4 (1, 3). Section Amendments with date in force (d/m/y) 2009, c. 18, Sched. 26, s. 17 - 28/09/2009 2010, c. 26, Sched. 18, s. 37 (1, 2) - 08/12/2010 2013, c. 2, Sched. 13, s. 4 (1, 2) - 21/06/2013 2015, c. 20, Sched. 39, s. 4 (1-8) - 04/06/2015