128 (1) The Commission may apply to the Superior Court of Justice for a declaration that a person or company has not complied with or is not complying with Ontario securities law.  1994, c. 11, s. 375; 2006, c. 19, Sched. C, s. 1 (1). Prior hearing not required (2) The Commission is not required, before making an application under subsection (1), to hold a hearing to determine whether the person or company has not complied with or is not complying with Ontario securities law.  1994, c. 11, s. 375. Remedial powers of court (3) If the court makes a declaration under subsection (1), the court may, despite the imposition of any penalty under section 122 and despite any order made under section 127 by the Commission or the Tribunal, make any order that the court considers appropriate against the person or company, including, without limiting the generality of the foregoing, one or more of the following orders: 1. An order that the person or company comply with Ontario securities law. 2. An order requiring the person or company to submit to a review by the Commission of his, her or its practices and procedures and to institute such changes as may be directed by the Commission. 3. An order directing that a release, report, preliminary prospectus, prospectus, return, financial statement, information circular, takeover bid circular, issuer bid circular, offering memorandum, proxy solicitation or any other document described in the order, i. be provided by the person or company to another person or company, ii. not be provided by the person or company to another person or company, or iii. be amended by the person or company to the extent that amendment is practicable. 4. An order rescinding any transaction entered into by the person or company relating to trading in securities including the issuance of securities. 5. An order requiring the issuance, cancellation, purchase, exchange or disposition of any securities by the person or company. 6. An order prohibiting the voting or exercise of any other right attaching to securities by the person or company. 7. An order prohibiting the person from acting as officer or director or prohibiting the person or company from acting as promoter of any market participant permanently or for such period as is specified in the order. 8. An order appointing officers and directors in place of or in addition to all or any of the officers and directors of the company then in office. 9. An order directing the person or company to purchase securities of a security holder. 10. An order directing the person or company to repay to a security holder any part of the money paid by the security holder for securities. 11. An order requiring the person or company to produce to the court or an interested person financial statements in the form required by Ontario securities law, or an accounting in such other form as the court may determine. 12. An order directing rectification of the registers or other records of the company. 13. An order requiring the person or company to compensate or make restitution to an aggrieved person or company. 14. An order requiring the person or company to pay general or punitive damages to any other person or company. 15. An order requiring the person or company to disgorge to the Minister any amounts obtained as a result of the non-compliance with Ontario securities law. Note: On a day to be named by proclamation of the Lieutenant Governor, paragraph 15 of subsection 128 (3) of the Act is repealed and the following substituted: (See: 2023, c. 21, Sched. 10, s. 8) 15. An order requiring the person or company to disgorge to the Commission any amounts obtained as a result of the non-compliance with Ontario securities law. 16. An order requiring the person or company to rectify any past non-compliance with Ontario securities law to the extent that rectification is practicable.  1994, c. 11, s. 375; 2021, c. 8, Sched. 9, s. 40 (45). Interim orders (4) On an application under this section the court may make such interim orders as it considers appropriate.  1994, c. 11, s. 375. Section Amendments with date in force (d/m/y) 1994, c. 11, s. 375 - 11/07/1994 2006, c. 19, Sched. C, s. 1 (1) - 22/06/2006 2021, c. 8, Sched. 9, s. 40 (45) - 29/04/2022 2023, c. 21, Sched. 10, s. 8 - not in force Note: On a day to be named by proclamation of the Lieutenant Governor, the Act is amended by adding the following section: (See: 2023, c. 21, Sched. 10, s. 9) Disgorgement orders 128.1 (1) This section applies with respect to orders made under paragraph 10 of subsection 127 (1) and paragraph 15 of subsection 128 (3). 2023, c. 21, Sched. 10, s. 9. Distribution of disgorged amount (2) In the circumstances prescribed by the regulations, all or part of the disgorged amount received by the Commission shall be distributed in accordance with this section and the regulations to persons or companies who, (a) incurred direct financial losses as a result of the contravention giving rise to the payment; and (b) satisfy such conditions, restrictions and requirements as may be prescribed. 2023, c. 21, Sched. 10, s. 9. Application for payment (3) If the regulations require a distribution, persons or companies described in subsection (2) may apply for a payment from the disgorged amount and shall do so in accordance with any applicable court order or regulation. 2023, c. 21, Sched. 10, s. 9. Court appointment of administrator (4) On application by the Commission, the Superior Court of Justice may make an order appointing one or more persons or companies to administer and distribute all or any part of the disgorged amount if the court is satisfied that the appointment is appropriate for the due administration of Ontario securities law. 2023, c. 21, Sched. 10, s. 9. Commission as court-appointed administrator (5) The Commission may be appointed under subsection (4). 2023, c. 21, Sched. 10, s. 9. Powers and duties, etc. (6) The court order shall specify the administrator’s powers and duties and the process for distributing any disgorged amount and may include such terms as the court considers just and expedient in the circumstances. 2023, c. 21, Sched. 10, s. 9. Variation or revocation of order (7) The court order may be varied or revoked by the court on application by the Commission or by the court-appointed administrator. 2023, c. 21, Sched. 10, s. 9. Payment to applicant (8) The court-appointed administrator may, in accordance with the court order, make a payment to an applicant from the disgorged amount administered under the court order. 2023, c. 21, Sched. 10, s. 9. Administrative costs, court-appointed administrator (9) The following administrative costs are eligible to be paid to a court-appointed administrator from the disgorged amount or, in accordance with the regulations, from money described in subclause 19 (2) (b) (iii) or clause 19 (2) (c) of the Securities Commission Act, 2021: 1. The reasonable costs incurred by the administrator, before their appointment, in connection with the disgorged amount. 2. The reasonable costs incurred by the administrator in connection with court orders made under this section. 2023, c. 21, Sched. 10, s. 9. If no court-appointed administrator (10) If the regulations require a distribution and there is no court-appointed administrator for all or a part of a disgorged amount, the Commission shall administer and distribute the disgorged amount or the part, as the case may be, in accordance with the regulations. 2023, c. 21, Sched. 10, s. 9. Same, payment to applicant (11) The Commission may, in accordance with the regulations, make a payment to an applicant from the disgorged amount administered by the Commission under subsection (10). 2023, c. 21, Sched. 10, s. 9. Administrative costs, no court-appointed administrator (12) In the circumstances described in subsection (10), the following administrative costs are eligible to be paid to the Commission from a disgorged amount or, in accordance with the regulations, from money described in subclause 19 (2) (b) (iii) or clause 19 (2) (c) of the Securities Commission Act, 2021: 1. The reasonable costs of obtaining external advice related to a distribution of the disgorged amount. 2023, c. 21, Sched. 10, s. 9. Operating costs not recoverable (13) The Commission’s normal operating costs are not eligible to be paid as administrative costs under subsection (9) or (12). 2023, c. 21, Sched. 10, s. 9. Disgorged amount — distribution (14) Any disgorged amount remaining after payments are made under subsections (8), (9), (11) and (12) belongs to the Commission and shall be dealt with in accordance with subsection 19 (2) of the Securities Commission Act, 2021. 2023, c. 21, Sched. 10, s. 9. Disgorged amount — no distribution (15) If the regulations do not require a distribution, the disgorged amount belongs to the Commission and shall be dealt with in accordance with subsection 19 (2) of the Securities Commission Act, 2021. 2023, c. 21, Sched. 10, s. 9. Limitation re participation in proceeding (16) A person or company is not entitled to participate in a proceeding in which an order may be made under this section solely on the basis that the person or company may be eligible to receive a payment under subsection (8) or (11). 2023, c. 21, Sched. 10, s. 9. Section Amendments with date in force (d/m/y) 2023, c. 21, Sched. 10, s. 9 - not in force