jswizzle3737/ontario_laws_and_regs huggingface dataset:
1.1 The purposes of this Act are, (a) to provide protection to investors from unfair, improper or fraudulent practices; (b) to foster fair, efficient and competitive capital markets and confidence in capital markets; (b.1) to foster capital formation; and (c) to contribute to the stability of the financial system and the reduction of systemic risk.  1994, c. 33, s. 2; 2017, c. 34, Sched. 37, s. 2; 2021, c. 8, Sched. 9, s. 40 (7). Section Amendments with date in force (d/m/y) 1994, c. 33, s. 2 - 01/01/1995 2017, c. 34, Sched. 37, s. 2 - 14/12/2017 2021, c. 8, Sched. 9, s. 40 (7) - 27/04/2021 PART I   THE COMMISSION 2 Repealed: 1997, c. 10, s. 36. Section Amendments with date in force (d/m/y) 1997, c. 10, s. 36 - 01/11/1997
2.1 In pursuing the purposes of this Act, the Commission shall have regard to the following fundamental principles: 1. Balancing the importance to be given to each of the purposes of this Act may be required in specific cases. 2. The primary means for achieving the purposes of this Act are, i. requirements for timely, accurate and efficient disclosure of information, ii. restrictions on fraudulent and unfair market practices and procedures, and iii. requirements for the maintenance of high standards of fitness and business conduct to ensure honest and responsible conduct by market participants. 3. Effective and responsive securities regulation requires timely, open and efficient administration and enforcement of this Act by the Commission. 4. The Commission should, subject to an appropriate system of supervision, use the enforcement capability and regulatory expertise of recognized self-regulatory organizations. 5. The integration of capital markets is supported and promoted by the sound and responsible harmonization and co-ordination of securities regulation regimes. 6. Business and regulatory costs and other restrictions on the business and investment activities of market participants should be proportionate to the significance of the regulatory objectives sought to be realized. 7. Innovation in Ontario’s capital markets should be facilitated. 1994, c. 33, s. 2; 2019, c. 7, Sched. 55, s. 2. Section Amendments with date in force (d/m/y) 1994, c. 33, s. 2 - 01/01/1995 2019, c. 7, Sched. 55, s. 2 - 29/05/2019 Authority in extraordinary circumstances
5 (1) The Commission may appoint one or more experts to assist the Commission in such manner as it may consider expedient.  R.S.O. 1990, c. S.5, s. 5 (1). Submissions to experts (2) The Commission may submit any agreement, prospectus, financial statement, report or other document to one or more experts appointed under subsection (1) for examination, and the Commission has the like power to summon and enforce the attendance of witnesses before the expert and to compel them to produce documents, records and things as is vested in the Commission, and subsection 13 (1) applies with necessary modifications.  R.S.O. 1990, c. S.5, s. 5 (2); 1994, c. 11, s. 353. Payment of experts (3) An expert appointed under subsection (1) shall be paid such amounts for services and expenses as the Lieutenant Governor in Council may determine.  R.S.O. 1990, c. S.5, s. 5 (3). Section Amendments with date in force (d/m/y) 1994, c. 11, s. 353 - 11/07/1994 Part IV (ss. 6, 7) Repealed:  2021, c. 8, Sched. 9, s. 40 (10). 6  Repealed: 2021, c. 8, Sched. 9, s. 40 (10). Section Amendments with date in force (d/m/y) 1994, c. 11, s. 354 - 11/07/1994; 1997, c. 10, s. 38 - 01/11/1997 2021, c. 8, Sched. 9, s. 40 (10) - 29/04/2022 7 Repealed: 2021, c. 8, Sched. 9, s. 40 (10). Section Amendments with date in force (d/m/y) 1994, c. 11, s. 354 - 11/07/1994 2021, c. 8, Sched. 9, s. 40 (10) - 29/04/2022 PART V   ADMINISTRATIVE PROCEEDINGS, REVIEWS AND APPEALS
8 (1) Repealed: 2021, c. 8, Sched. 9, s. 40 (11). Same (2) Any person or company directly affected by a decision of the Director may, by notice in writing sent by registered mail to the Tribunal within thirty days after the mailing of the notice of the decision, request and be entitled to a hearing and review thereof by the Tribunal.  R.S.O. 1990, c. S.5, s. 8 (2); 2021, c. 8, Sched. 9, s. 40 (12). Extension by Tribunal (2.1) Despite subsection (2), the Tribunal may extend the time limit for filing notice of the request if an extension is not prejudicial to the public interest. 2021, c. 8, Sched. 9, s. 40 (13). Power on review (3) Upon a hearing and review, the Tribunal may by order confirm the decision under review or make such other decision as the Tribunal considers proper.  R.S.O. 1990, c. S.5, s. 8 (3); 2021, c. 8, Sched. 9, s. 40 (14). Stay (4) Despite the fact that a person or company requests a hearing and review under subsection (2), the decision under review takes effect immediately, but the Tribunal may grant a stay until disposition of the hearing and review.  1994, c. 11, s. 355; 2021, c. 8, Sched. 9, s. 40 (14). Section Amendments with date in force (d/m/y) 1994, c. 11, s. 355 - 11/07/1994; 1999, c. 9, s. 195 - 14/12/1999 2021, c. 8, Sched. 9, s. 40 (11-14) - 29/04/2022
9 (1) A person or company directly affected by a final decision of the Commission, other than a decision under section 74, may appeal to the Divisional Court within thirty days after the later of the making of the final decision or the issuing of the reasons for the final decision.  1994, c. 11, s. 356 (1). Stay (2) Despite the fact that an appeal is taken under this section, the decision appealed from takes effect immediately, but the Commission or the Divisional Court may grant a stay until disposition of the appeal.  R.S.O. 1990, c. S.5, s. 9 (2). Certification of documents (3) The Chief Executive Officer of the Commission shall certify to the Divisional Court, (a) the decision that has been reviewed by the Commission; (b) the decision of the Commission, together with any statement of reasons therefor; (c) the record of the proceedings before the Commission; and (d) all written submissions to the Commission or other material that is relevant to the appeal.  R.S.O. 1990, c. S.5, s. 9 (3); 1994, c. 11, s. 356 (2); 2021, c. 8, Sched. 9, s. 40 (15). Respondent on appeal (4) The Commission is the respondent to an appeal under this section.  1994, c. 11, s. 356 (3). Minister (4.1) The Minister is entitled to be heard by counsel or otherwise on the argument of an appeal under this section, whether or not the Minister is named as a party to the appeal.  1994, c. 11, s. 356 (3). Powers of court on appeal (5) Where an appeal is taken under this section, the court may by its order direct the Commission to make such decision or to do such other act as the Commission is authorized and empowered to do under this Act or the regulations and as the court considers proper, having regard to the material and submissions before it and to this Act and the regulations, and the Commission shall make such decision or do such act accordingly.  R.S.O. 1990, c. S.5, s. 9 (5). Further decisions (6) Despite an order of the court on an appeal, the Commission may make any further decision upon new material or where there is a significant change in the circumstances, and every such decision is subject to this section.  R.S.O. 1990, c. S.5, s. 9 (6). Section Amendments with date in force (d/m/y) 1994, c. 11, s. 356 (1-3) - 11/07/1994 2021, c. 8, Sched. 9, s. 40 (15) - 29/04/2022
10 (1) The Chief Executive Officer of the Commission or a person or company directly affected by a final decision of the Tribunal, other than a decision under section 127.0.1 or 127.0.2, may appeal to the Divisional Court within 30 days after the later of the making of the final decision or the issuing of the reasons for the final decision. 2021, c. 8, Sched. 9, s. 40 (16); 2023, c. 21, Sched. 10, s. 1. Stay (2) Despite the fact that an appeal is taken under this section, the decision appealed from takes effect immediately, but the Tribunal or the Divisional Court may grant a stay until disposition of the appeal. 2021, c. 8, Sched. 9, s. 40 (16). Certification of documents (3) The Chief Adjudicator shall certify to the Divisional Court, (a) the decision that has been reviewed by the Tribunal; (b) the decision of the Tribunal, together with any statement of reasons; (c) the record of the proceedings before the Tribunal; and (d) all written submissions to the Tribunal or other material that is relevant to the appeal. 2021, c. 8, Sched. 9, s. 40 (16). Minister (4) The Minister is entitled to be heard by counsel or otherwise on the argument of an appeal under this section, whether or not the Minister is named as a party to the appeal. 2021, c. 8, Sched. 9, s. 40 (16). Respondent to appeal (5) The Chief Executive Officer of the Commission is a respondent to an appeal under this section by a person or company mentioned in subsection (1). 2021, c. 8, Sched. 9, s. 40 (16). Powers of court on appeal (6) Where an appeal is taken under this section, the court may by its order direct the Tribunal to make such decision or to do such other act as the Tribunal is authorized and empowered to do under this Act or the regulations and as the court considers proper, having regard to the material and submissions before it and to this Act and the regulations, and the Tribunal shall make such decision or do such act accordingly. 2021, c. 8, Sched. 9, s. 40 (16). Further decisions (7) Despite an order of the court on an appeal, the Tribunal may make any further decision upon new material or where there is a significant change in the circumstances, and every such decision is subject to this section. 2021, c. 8, Sched. 9, s. 40 (16). Section Amendments with date in force (d/m/y) 1994, c. 11, s. 357 - 11/07/1994 2021, c. 8, Sched. 9, s. 40 (16) - 29/04/2022 2023, c. 21, Sched. 10, s. 1 - 04/12/2023 PART VI   INVESTIGATIONS AND EXAMINATIONS
11 (1) The Commission may, by order, appoint one or more persons to make such investigation with respect to a matter as it considers expedient, (a) for the due administration of Ontario securities law or the regulation of the capital markets in Ontario; or (b) to assist in the due administration of the securities or derivatives laws or the regulation of the capital markets in another jurisdiction.  1994, c. 11, s. 358; 2010, c. 26, Sched. 18, s. 4 (1). Contents of order (2) An order under this section shall describe the matter to be investigated.  1994, c. 11, s. 358. Scope of investigation (3) For the purposes of an investigation under this section, a person appointed to make the investigation may investigate and inquire into, (a) the affairs of the person or company in respect of which the investigation is being made, including any trades, communications, negotiations, transactions, investigations, loans, borrowings or payments to, by, on behalf of, or in relation to or connected with the person or company and any property, assets or things owned, acquired or alienated in whole or in part by the person or company or by any other person or company acting on behalf of or as agent for the person or company; and (b) the assets at any time held, the liabilities, debts, undertakings and obligations at any time existing, the financial or other conditions at any time prevailing in or in relation to or in connection with the person or company, and any relationship that may at any time exist or have existed between the person or company and any other person or company by reason of investments, commissions promised, secured or paid, interests held or acquired, the loaning or borrowing of money, stock or other property, the transfer, negotiation or holding of stock, interlocking directorates, common control, undue influence or control or any other relationship.  1994, c. 11, s. 358. Right to examine (4) For the purposes of an investigation under this section, a person appointed to make the investigation may examine any documents or other things, whether they are in the possession or control of the person or company in respect of which the investigation is ordered or of any other person or company.  1994, c. 11, s. 358. Minister may order investigation (5) Despite subsection (1), the Minister may, by order, appoint one or more persons to make such investigation as the Minister considers expedient, (a) for the due administration of Ontario securities law or the regulation of the capital markets in Ontario; or (b) to assist in the due administration of the securities or derivatives laws or the regulation of the capital markets in another jurisdiction.  1994, c. 11, s. 358; 2010, c. 26, Sched. 18, s. 4 (2). Same (6) A person appointed under subsection (5) has, for the purpose of the investigation, the same authority, powers, rights and privileges as a person appointed under subsection (1).  1994, c. 11, s. 358. Section Amendments with date in force (d/m/y) 1994, c. 11, s. 358 - 11/07/1994 2010, c. 26, Sched. 18, s. 4 (1, 2) - 08/12/2010
12 (1) The Commission may, by order, appoint one or more persons to make such examination of the financial affairs of a market participant as it considers expedient, (a) for the due administration of Ontario securities law or the regulation of the capital markets in Ontario; or (b) to assist in the due administration of the securities or derivatives laws or the regulation of the capital markets in another jurisdiction.  1994, c. 11, s. 358; 2010, c. 26, Sched. 18, s. 5. Contents of order (2) An order under subsection (1) shall describe the matter to be examined.  1994, c. 11, s. 358. Right to examine (3) For the purposes of an examination under this section, a person appointed to conduct the examination may examine any documents or other things, whether they are in the possession or control of the market participant or any other person or company.  1994, c. 11, s. 358. Section Amendments with date in force (d/m/y) 1994, c. 11, s. 358 - 11/07/1994 2010, c. 26, Sched. 18, s. 5 - 08/12/2010
14 (1) Anything seized or produced under this Part shall be made available for inspection and copying by the person or company from which it was obtained, if practicable.  1994, c. 11, s. 358. Return (2) Anything seized or produced under this Part shall be returned to the person or company from which it was obtained when, (a) retention is no longer necessary for the purposes of an investigation, examination, proceeding or prosecution; or (b) the Commission so orders.  1994, c. 11, s. 358. Section Amendments with date in force (d/m/y) 1994, c. 11, s. 358 - 11/07/1994
15 (1) A person appointed under subsection 11 (1) or 12 (1) shall, at the request of the Chair of the Commission or of a member of the Commission involved in making the appointment, provide a report to the Chair or member, as the case may be, or any testimony given and any documents or other things obtained under section 13.  1994, c. 11, s. 358. Same (2) A person appointed under subsection 11 (5) shall, at the request of the Chair of the Commission, provide a report to the Chair or any testimony given and any documents or other things obtained under section 13.  1994, c. 11, s. 358. Report privileged (3) A report provided under this section is privileged.  1994, c. 11, s. 358. Section Amendments with date in force (d/m/y) 1994, c. 11, s. 358 - 11/07/1994
16 (1) Except in accordance with subsection (1.1) or section 17, no person or company shall disclose at any time, (a) the nature or content of an order under section 11 or 12; or (b) the name of any person examined or sought to be examined under section 13, any testimony given under section 13, any information obtained under section 13, the nature or content of any questions asked under section 13, the nature or content of any demands for the production of any document or other thing under section 13, or the fact that any document or other thing was produced under section 13.  1994, c. 11, s. 358; 2019, c. 15, Sched. 34, s. 1 (1). Exceptions (1.1) A disclosure by a person or company is permitted if, (a) the disclosure is to the person’s or company’s counsel; or (b) the disclosure is to the person’s or company’s insurer or insurance broker, and the person or company, or his, her or its counsel, (i) gives written notice of the intended disclosure to a person appointed by the order under section 11 at least 10 days before the date of the intended disclosure, (ii) includes in that written notice the name and head office address of the insurer or insurance broker and the name of the individual acting on behalf of the insurer or insurance broker to whom the disclosure is intended to be made, as applicable, and (iii) on making the disclosure, advises the insurer or insurance broker that the insurer or insurance broker is bound by the confidentiality requirements in subsection (2) and obtains a written acknowledgement from the insurer or insurance broker of this advice. 2019, c. 15, Sched. 34, s. 1 (2). Confidentiality (2) If the Commission issues an order under section 11 or 12, all reports provided under section 15, all testimony given under section 13 and all documents and other things obtained under section 13 relating to the investigation or examination that is the subject of the order are for the exclusive use of the Commission or of such other regulator as the Commission may specify in the order, and shall not be disclosed or produced to any other person or company or in any other proceeding except in accordance with subsection (1.1) or section 17. 2002, c. 18, Sched. H, s. 7; 2019, c. 15, Sched. 34, s. 1 (3). Section Amendments with date in force (d/m/y) 1994, c. 11, s. 358 - 11/07/1994 2002, c. 18, Sched. H, s. 7 - 26/11/2002 2019, c. 15, Sched. 34, s. (1-3) - 10/12/2019
18 Testimony given under section 13 shall not be admitted in evidence against the person from whom the testimony was obtained in a prosecution for an offence under section 122 or in any other prosecution governed by the Provincial Offences Act.  1994, c. 11, s. 358. Section Amendments with date in force (d/m/y) 1994, c. 11, s. 358 - 11/07/1994 PART VII   RECORD-KEEPING AND COMPLIANCE REVIEWS
19 (1) Every market participant shall keep the following records: 1. Such books, records and other documents as are necessary for the proper recording of its business transactions and financial affairs and the transactions that it executes on behalf of others. 2. Such books, records and other documents as may otherwise be required under Ontario securities law. 3. Such books, records and other documents as may reasonably be required to demonstrate compliance with Ontario securities law. 4. Such books, records and other documents as may be prescribed by the regulations for the purpose of detecting, identifying or mitigating systemic risks related to the capital markets. 2015, c. 20, Sched. 39, s. 1; 2017, c. 34, Sched. 37, s. 3 (1). Record of transaction (2) Without limiting the generality of subsection (1), every recognized exchange shall keep a record of the time at which each transaction on the recognized exchange took place and shall supply to any client of a member of the recognized exchange, on production of a written confirmation of a transaction with the member, particulars of the time at which the transaction took place and verification or otherwise of the matters set forth in the written confirmation.  2010, c. 26, Sched. 18, s. 6. Provision of information to Commission (3) Every market participant shall, at the time and in the form specified by the Commission or by any member, employee or agent of the Commission, deliver to the Commission, (a) any of the books, records and other documents required to be kept by subsection (1); and (b) except where prohibited by law, any filings, reports or other communications made to any other regulatory agency whether within or outside of Ontario. 2017, c. 34, Sched. 37, s. 3 (2) Section Amendments with date in force (d/m/y) 1994, c. 11, s. 358 - 11/07/1994; 1999, c. 9, s. 197 - 14/12/1999 2010, c. 26, Sched. 18, s. 6 - 08/12/2010 2015, c. 20, Sched. 39, s. 1 - 04/06/2015 2017, c. 34, Sched. 37, s. 3 (1, 2) - 14/12/2017
20 (1) The Commission may designate in writing one or more persons to review the books, records and documents of a market participant for the purpose of determining whether Ontario securities law is being complied with. 2014, c. 7, Sched. 28, s. 2. Same, exemption from prospectus requirement (2) The Commission may designate in writing one or more persons to review the books, records and documents of an issuer that has distributed securities in reliance on an exemption from the prospectus requirement for the purpose of determining whether the issuer has complied with the requirements, conditions and restrictions of the exemption relied on for the distribution. 2014, c. 7, Sched. 28, s. 2. Same, derivatives (3) The Commission may designate in writing one or more persons for the purpose of reviewing the books, records and documents that are required to be kept by a person or company under the regulations with respect to derivatives. 2014, c. 7, Sched. 28, s. 2. Powers of compliance reviewer (4) A person conducting a compliance review may, on production of his or her designation, do the following: 1. In respect of a compliance review under subsection (1) or (2), i. enter the business premises of any market participant or issuer referred to in subsection (2) during business hours, and ii. inquire into and examine the books, records and documents of the market participant or issuer, and make copies of the books, records and documents. 2. In respect of a compliance review under subsection (3), i. enter the business premises of any person or company during business hours, and ii. inquire into and examine the books, records and documents of the person or company that are required to be kept under the regulations with respect to derivatives, and make copies of the books, records and documents. 2014, c. 7, Sched. 28, s. 2. Fees (5) A person or company in respect of which a compliance review is conducted under this section shall pay the Commission such fees as may be prescribed by the regulations. 2014, c. 7, Sched. 28, s. 2. Section Amendments with date in force (d/m/y) 1994, c. 11, s. 358 - 11/07/1994 2010, c. 26, Sched. 18, s. 7 (1-2) - 31/12/2013 2014, c. 7, Sched. 28, s. 2 - 24/07/2014
20.1 (1) The Commission or any member, employee or agent of the Commission may conduct a review of the disclosures that have been made or that ought to have been made by a reporting issuer or mutual fund in Ontario, on a basis to be determined at the discretion of the Commission or the Director.  2002, c. 22, s. 179. Same, issuer other than reporting issuer or mutual fund in Ontario (1.1) The Commission or any member, employee or agent of the Commission may conduct a review of an issuer other than a reporting issuer or mutual fund in Ontario for the purpose of determining whether disclosure requirements under Ontario securities law applicable to the issuer are being complied with, on a basis to be determined at the discretion of the Commission or the Director. 2014, c. 7, Sched. 28, s. 3 (1). Information and documents (2) An issuer that is subject to a review under this section shall, at such time or times as the Commission or Director may require, deliver to the Commission or Director any information and documents relevant to the review. 2014, c. 7, Sched. 28, s. 3 (2). Freedom of Information and Protection of Privacy Act (3) Despite the Freedom of Information and Protection of Privacy Act, information and documents obtained pursuant to a review under this section are exempt from disclosure under that Act if the Commission determines that the information and documents should be maintained in confidence.  2002, c. 22, s. 179. Prohibition on certain representations (4) An issuer, or any person or company acting on behalf of an issuer, shall not make any representation, written or oral, that the Commission has in any way passed upon the merits of the disclosure record of the issuer. 2014, c. 7, Sched. 28, s. 3 (3). Section Amendments with date in force (d/m/y) 2002, c. 22, s. 179 - 07/04/2003 2014, c. 7, Sched. 28, s. 3 (1-3) - 24/07/2014 PART VIII   SELF-REGULATION
21 (1) No person or company shall carry on business as an exchange in Ontario unless recognized by the Commission under this section.  2010, c. 26, Sched. 18, s. 8 (1). Exception, commodity futures exchange (1.1) Subsection (1) does not apply to a person or company with respect to carrying on business as a commodity futures exchange if the person or company is registered to do so under the Commodity Futures Act.  2010, c. 26, Sched. 18, s. 8 (2). Recognition (2) The Commission may, on the application of a person or company proposing to carry on business as an exchange in Ontario, recognize the person or company if the Commission is satisfied that to do so would be in the public interest.  1994, c. 11, s. 358; 2010, c. 26, Sched. 18, s. 8 (3). Same (3) A recognition under this section shall be made in writing and shall be subject to such terms and conditions as the Commission may impose.  1994, c. 11, s. 358. Standards and conduct (4) A recognized exchange shall regulate the operations and the standards of practice and business conduct of its members and their representatives in accordance with its by-laws, rules, regulations, policies, procedures, interpretations and practices.  1994, c. 11, s. 358; 2010, c. 26, Sched. 18, s. 8 (4). Commission’s powers (5) The Commission may, if it considers it in the public interest, make any decision with respect to, (a) the manner in which a recognized exchange carries on business; (b) the trading of securities or derivatives on or through the facilities of a recognized exchange; (c) any security or derivative listed or posted for trading on a recognized exchange; (d) issuers, whose securities are listed or posted for trading on a recognized exchange, to ensure that they comply with Ontario securities law; or (e) any by-law, rule, regulation, policy, procedure, interpretation or practice of a recognized exchange.  2010, c. 26, Sched. 18, s. 8 (5). Section Amendments with date in force (d/m/y) 1994, c. 11, s. 358 - 11/07/1994 2010, c. 26, Sched. 18, s. 8 (1-5) - 08/12/2010
21.0.1 The Commission may, if it considers it in the public interest, make any decision with respect to, (a) the manner in which an alternative trading system carries on business in Ontario; (b) the trading of securities or derivatives on or through the facilities of the alternative trading system; or (c) any by-law, rule, regulation, policy, procedure, interpretation or practice of the alternative trading system.  2010, c. 26, Sched. 18, s. 9. Section Amendments with date in force (d/m/y) 2010, c. 26, Sched. 18, s. 9 - 08/12/2010
21.1 (1) The Commission may, on the application of a self-regulatory organization, recognize the self-regulatory organization if the Commission is satisfied that to do so would be in the public interest.  1994, c. 11, s. 358. Same (2) A recognition under this section shall be made in writing and shall be subject to such terms and conditions as the Commission may impose.  1994, c. 11, s. 358. Standards and conduct (3) A recognized self-regulatory organization shall regulate the operations and the standards of practice and business conduct of its members and their representatives in accordance with its by-laws, rules, regulations, policies, procedures, interpretations and practices.  1994, c. 11, s. 358. Commission’s powers (4) The Commission may, if it is satisfied that to do so would be in the public interest, make any decision with respect to any by-law, rule, regulation, policy, procedure, interpretation or practice of a recognized self-regulatory organization.  1994, c. 11, s. 358. Section Amendments with date in force (d/m/y) 1994, c. 11, s. 358 - 11/07/1994 Clearing agencies
21.2 (0.1) No person or company shall carry on business in Ontario as a clearing agency unless the person or company is recognized by the Commission under this section as a clearing agency.  2005, c. 31, Sched. 20, s. 2 (1). Clearing agencies (1) The Commission may, on the application of a clearing agency, recognize the clearing agency if the Commission is satisfied that to do so would be in the public interest.  1994, c. 11, s. 358. Same (2) A recognition under this section shall be made in writing and shall be subject to such terms and conditions as the Commission may impose.  1994, c. 11, s. 358. Commission’s powers (3) The Commission may make decisions with respect to any of the following matters if the Commission is satisfied that it is in the public interest to do so: 1. Any by-law, rule, regulation, policy, procedure, interpretation or practice of a recognized clearing agency. 2. The manner in which a recognized clearing agency carries on its business.  2005, c. 31, Sched. 20, s. 2 (2). Section Amendments with date in force (d/m/y) 1994, c. 11, s. 358 - 11/07/1994 2005, c. 31, Sched. 20, s. 2 (1, 2) - 01/03/2011
21.2.1 (1) The Commission may, on the application of a quotation and trade reporting system, recognize the quotation and trade reporting system if the Commission is satisfied that to do so is in the public interest.  1997, c. 19, s. 23 (2). Same (2) A recognition under this section shall be made in writing and is subject to such terms and conditions as the Commission may impose.  1997, c. 19, s. 23 (2). Commission’s powers (3) The Commission may, if it is satisfied that to do so is in the public interest, make any decision with respect to any by-law, rule, regulation, policy, procedure, interpretation or practice of a recognized quotation and trade reporting system.  1997, c. 19, s. 23 (2). Section Amendments with date in force (d/m/y) 1997, c. 19, s. 23 (2) - 10/10/1997
21.2.2 (1) The Commission may, on the application of a person or company proposing to carry on business as a trade repository in Ontario, designate the person or company if the Commission considers it in the public interest.  2010, c. 26, Sched. 18, s. 10. Further requirements (2) A designation under this section must be made in writing and is subject to such terms and conditions as the Commission may impose.  2010, c. 26, Sched. 18, s. 10. Commission’s powers (3) The Commission may, if it considers it in the public interest, make any decision with respect to, (a) the manner in which a designated trade repository carries on business; or (b) any by-law, rule, regulation, policy, procedure, interpretation or practice of a designated trade repository.  2010, c. 26, Sched. 18, s. 10. Section Amendments with date in force (d/m/y) 2010, c. 26, Sched. 18, s. 10 - 08/12/2010
21.2.3 (1) The Commission may, on the application of a person or company proposing to carry on business as an information processor in Ontario, designate the person or company if the Commission considers it in the public interest. 2017, c. 8, Sched. 28, s. 2. Further requirements (2) A designation under this section must be made in writing and is subject to such terms and conditions as the Commission may impose. 2017, c. 8, Sched. 28, s. 2. Commission’s powers (3) The Commission may, if it considers it in the public interest, make any decision with respect to, (a) the manner in which a designated information processor carries on business; or (b) any by-law, rule, regulation, policy, procedure, interpretation or practice of the designated information processor. 2017, c. 8, Sched. 28, s. 2. Section Amendments with date in force (d/m/y) 2017, c. 8, Sched. 28, s. 2 - 17/05/2017
21.3 (1) A recognized exchange, a recognized quotation and trade reporting system or a recognized self-regulatory organization may, with the prior approval of the Commission and on such terms and conditions as the Commission determines to be necessary or appropriate in the public interest, establish a council, committee or ancillary body and delegate to it regulatory or self-regulatory powers or responsibilities or both.  1997, c. 19, s. 23 (3); 2010, c. 26, Sched. 18, s. 11 (1); 2021, c. 8, Sched. 9, s. 40 (19). Inclusion (2) A council, committee or ancillary body that exercises the powers or assumes the responsibilities of a recognized exchange, recognized quotation and trade reporting system or recognized self-regulatory organization is also included in, (a) the recognition of the recognized exchange, recognized quotation and trade reporting system or recognized self-regulatory organization; (b) any suspension, restriction or termination of the recognition of the recognized exchange, recognized quotation and trade reporting system or recognized self-regulatory organization; and (c) any imposition of terms or conditions on the recognition of the recognized exchange, recognized quotation and trade reporting system or recognized self-regulatory organization.  1997, c. 19, s. 23 (3); 2010, c. 26, Sched. 18, s. 11 (2, 3). Same (3) The provisions of Ontario securities law that apply to recognized exchanges, recognized quotation and trade reporting systems and recognized self-regulatory organizations also apply with necessary modifications to the council, committee or ancillary body.  1997, c. 19, s. 23 (3); 2010, c. 26, Sched. 18, s. 11 (4). Section Amendments with date in force (d/m/y) 1997, c. 19, s. 23 (3) - 10/10/1997; 2010, c. 26, Sched. 18, s. 11 (1-4) - 08/12/2010 2021, c. 8, Sched. 9, s. 40 (19) - 29/04/2022
21.4 On application by a recognized exchange, recognized self-regulatory organization, recognized quotation and trade reporting system, recognized clearing agency, designated trade repository or designated information processor, the Commission may accept the voluntary surrender of the recognition or designation, and may impose terms and conditions applicable to the acceptance, if the Commission is satisfied that the surrender of the recognition or designation is not prejudicial to the public interest.  2010, c. 26, Sched. 18, s. 12; 2017, c. 8, Sched. 28, s. 3. Section Amendments with date in force (d/m/y) 1997, c. 19, s. 23 (3) - 10/10/1997 2010, c. 26, Sched. 18, s. 12 - 08/12/2010 2017, c. 8, Sched. 28, s. 3 - 17/05/2017
21.5 (1) The Commission may, on such terms and conditions as it may impose, delegate to a recognized exchange or recognized self-regulatory organization any of the powers and duties of the Commission under Part XI or the regulations related to that Part. 2021, c. 8, Sched. 9, s. 40 (20). Same (2) The Chief Executive Officer of the Commission may, with the approval of the Commission, delegate to a recognized exchange or recognized self-regulatory organization any of the powers and duties of the Director under Part XI or the regulations related to that Part. 2021, c. 8, Sched. 9, s. 40 (20). Revocation of delegation (3) The Commission or, with the approval of the Commission, the Chief Executive Officer of the Commission, may at any time revoke, in whole or in part, a delegation made under this section. 2021, c. 8, Sched. 9, s. 40 (20). Section Amendments with date in force (d/m/y) 1994, c. 11, s. 358 - 11/07/1994 2010, c. 26, Sched. 18, s. 13 - 08/12/2010 2021, c. 8, Sched. 9, s. 40 (20) - 29/04/2022
21.6 No by-law, rule, regulation, policy, procedure, interpretation or practice of a recognized exchange, recognized self-regulatory organization, recognized quotation and trade reporting system, recognized clearing agency, designated trade repository or designated information processor shall contravene Ontario securities law, but a recognized exchange, recognized self-regulatory organization, recognized quotation and trade reporting system, recognized clearing agency, designated trade repository or designated information processor may impose additional requirements within its jurisdiction.  2010, c. 26, Sched. 18, s. 14; 2017, c. 8, Sched. 28, s. 4. Section Amendments with date in force (d/m/y) 1997, c. 19, s. 23 (4) - 10/10/1997 2010, c. 26, Sched. 18, s. 14 - 08/12/2010 2017, c. 8, Sched. 28, s. 4 - 17/05/2017
21.7 (1) The Chief Executive Officer of the Commission or a person or company directly affected by, or by the administration of, a direction, decision, order or ruling made under a by-law, rule, regulation, policy, procedure, interpretation or practice of a recognized exchange, recognized self-regulatory organization, recognized quotation and trade reporting system, recognized clearing agency, designated trade repository or designated information processor may apply to the Tribunal for a hearing and review of the direction, decision, order or ruling.  2010, c. 26, Sched. 18, s. 15; 2017, c. 8, Sched. 28, s. 5; 2021, c. 8, Sched. 9, s. 40 (21). Procedure (2) Section 8 applies to the hearing and review of the direction, decision, order or ruling in the same manner as it applies to a hearing and review of a decision of the Director.  1994, c. 11, s. 358. Section Amendments with date in force (d/m/y) 1994, c. 11, s. 358 - 11/07/1994; 1997, c. 19, s. 23 (5) - 10/10/1997 2010, c. 26, Sched. 18, s. 15 - 08/12/2010 2017, c. 8, Sched. 28, s. 5 - 17/05/2017 2021, c. 8, Sched. 9, s. 40 (21) - 29/04/2022 Auditors
21.8 (1) Every recognized exchange shall appoint an auditor for the exchange.  2010, c. 26, Sched. 18, s. 16. Recognized self-regulatory organization auditor (2) At the request of the Commission, a recognized self-regulatory organization shall appoint an auditor for the self-regulatory organization.  1994, c. 11, s. 358. Recognized clearing agency auditor (3) At the request of the Commission, a recognized clearing agency shall appoint an auditor for the clearing agency.  2005, c. 31, Sched. 20, s. 3. Section Amendments with date in force (d/m/y) 1994, c. 11, s. 358 - 11/07/1994 2005, c. 31, Sched. 20, s. 3 - 15/12/2005 2010, c. 26, Sched. 18, s. 16 - 08/12/2010
21.9 (1) Every recognized exchange and every recognized self-regulatory organization shall cause each of its members to appoint an auditor.  1994, c. 11, s. 358; 2010, c. 26, Sched. 18, s. 17 (1). Selection of auditor (2) The auditor of a member shall be chosen from the panel of auditing firms selected under subsection (3).  1994, c. 11, s. 358. Panel of auditors (3) Every recognized exchange and recognized self-regulatory organization shall select a panel of auditing firms for their members.  1994, c. 11, s. 358; 2010, c. 26, Sched. 18, s. 17 (1). Auditor (4) No person shall be appointed as an auditor under subsection (1) unless the person has practised as an auditor in the securities industry in Canada for five years or more.  1994, c. 11, s. 358. Examination and report (5) The auditor of a member shall make an examination, in accordance with generally accepted auditing standards, of the annual financial statements and regulatory filings of the member as called for by the by-laws, rules, regulations, policies, procedures, interpretations or practices applicable to the member, and shall report on the financial affairs of the member to the recognized exchange or recognized self-regulatory organization, as the case may be, in accordance with professional reporting standards.  1994, c. 11, s. 358; 2010, c. 26, Sched. 18, s. 17 (2). Section Amendments with date in force (d/m/y) 1994, c. 11, s. 358 - 11/07/1994 2010, c. 26, Sched. 18, s. 17 (1, 2) - 08/12/2010
21.10 (1) Every registrant that is not subject to section 21.9 shall appoint an auditor who satisfies such requirements as may be established by the Commission.  1994, c. 11, s. 358. Examination and report (2) The auditor of a registrant that is not subject to section 21.9 shall make an examination of the annual financial statements and other regulatory filings of the registrant, in accordance with generally accepted auditing standards, and shall prepare a report on the financial affairs of the registrant in accordance with professional reporting standards.  1994, c. 11, s. 358. Filing with Commission (3) The registrant shall file the report with the Commission together with its annual financial statements and other regulatory filings.  1994, c. 11, s. 358. Delivery of financial statements (4) A registrant that is not subject to section 21.9 shall deliver to the Commission annual audited financial statements, prepared in accordance with generally accepted accounting principles, and other regulatory filings as prescribed by the regulations, within ninety days after the end of its financial year or as otherwise prescribed by the regulations.  1994, c. 11, s. 358. Certification of financial statements (5) The annual financial statements and regulatory filings delivered to the Commission shall be certified by the registrant or an officer or partner of the registrant.  1994, c. 11, s. 358. Additional information (6) The registrant shall deliver to the Commission such other information as the Commission may require in such form as it may require.  1994, c. 11, s. 358. Section Amendments with date in force (d/m/y) 1994, c. 11, s. 358 - 11/07/1994
21.11 (1) Without the prior approval of the Commission, no person or company and no combination of persons or companies acting jointly or in concert shall beneficially own or exercise control or direction over more than 5 per cent, or such other percentage as may be prescribed under subsection (5), of any class or series of voting shares of The Toronto Stock Exchange Inc.  1999, c. 9, s. 198. Sale of restricted shares (2) The Toronto Stock Exchange Inc. may sell any shares held contrary to the restriction in subsection (1) in accordance with section 45 of the Business Corporations Act, with necessary modifications.  1999, c. 9, s. 198. Transition (3) Despite subsection (1), if a person or company beneficially owns or exercises control or direction over more than 5 per cent, or such other percentage as may be prescribed under subsection (5), of any class or series of voting shares of The Toronto Stock Exchange Inc. as a result of the issue of shares by The Toronto Stock Exchange Inc. in connection with the continuance of The Toronto Stock Exchange under the Business Corporations Act, the person or company may continue to beneficially own or exercise control or direction over the shares, but shall not vote or cause to permit to be voted any shares of any class or series of voting shares in excess of the 5 per cent level or the prescribed level, as the case may be, without the prior approval of the Commission.  1999, c. 9, s. 198. Approval (4) The Commission may, by order, give its approval to a person, company or transaction, for the purposes of subsection (1) or (3), and may impose such terms and conditions on the approval as the Commission considers appropriate.  1999, c. 9, s. 198. Regulations (5) The Commission may, by regulation, prescribe a percentage for the purposes of subsections (1) and (3) and may prescribe different percentages for different classes of persons or companies.  1999, c. 9, s. 198. Non-application of s. 42 Business Corporations Act (6) Section 42 of the Business Corporations Act does not apply to The Toronto Stock Exchange Inc.  1999, c. 9, s. 198. Section Amendments with date in force (d/m/y) 1999, c. 9, s. 198 - 14/12/1999 Part IX   Credit Rating organizations
22 (1) A credit rating organization may apply to the Commission to be designated by the Commission if the credit rating organization wants its credit ratings to satisfy, (a) a requirement in Ontario securities law that a credit rating be given by a credit rating organization designated by the Commission; or (b) a condition for an exemption under Ontario securities law.  2010, c. 26, Sched. 18, s. 18. Designation (2) The Commission may designate a credit rating organization, subject to any terms and conditions the Commission considers advisable, if, (a) an application for designation is made by the credit rating organization or the Director; and (b) the Commission considers it in the public interest to designate the credit rating organization.  2010, c. 26, Sched. 18, s. 18. Cancellation of designation (3) The Commission may, if it considers it in the public interest, cancel the designation of a credit rating organization or impose or change the terms and conditions of the designation.  2010, c. 26, Sched. 18, s. 18. Right to hearing (4) The Commission shall not, without giving the credit rating organization an opportunity to be heard, refuse to designate a credit rating organization, cancel its designation or impose or change the terms and conditions to which the designation is subject.  2010, c. 26, Sched. 18, s. 18. Same (5) If the Director applies to the Commission for the designation of a credit rating organization, the Commission shall not designate the credit rating organization without giving the credit rating organization an opportunity to be heard.  2010, c. 26, Sched. 18, s. 18. Section Amendments with date in force (d/m/y) 1994, c. 11, s. 358 - 11/07/1994 2010, c. 26, Sched. 18, s. 18 - 08/12/2010
23 A designated credit rating organization shall comply with such requirements as may be prescribed by the regulations, including requirements, (a) relating to the establishment, publication and enforcement by the credit rating organization of a code of conduct applicable to its directors, officers and employees and the minimum requirements to be included in the code of conduct; (b) prohibiting conflicts of interest between the credit rating organization and a person or company whose securities are being rated and establishing procedures to be followed if conflicts of interest arise or to avoid conflicts of interest.  2010, c. 26, Sched. 18, s. 18. Section Amendments with date in force (d/m/y) 1994, c. 11, s. 358 - 11/07/1994 2010, c. 26, Sched. 18, s. 18 - 08/12/2010
24 (1) Nothing in this Part shall be construed as authorizing the Commission to direct or regulate the content of credit ratings or methodologies used to determine credit ratings.  2010, c. 26, Sched. 18, s. 18. Same (2) No credit rating organization and no person or company acting on its behalf shall make any written or oral representation that the Commission has in any way passed upon the merits of a credit rating or the methodologies used to determine the credit rating.  2010, c. 26, Sched. 18, s. 18. Section Amendments with date in force (d/m/y) 1994, c. 11, s. 358 - 11/07/1994 2010, c. 26, Sched. 18, s. 18 - 08/12/2010 Part X   Benchmarks
24.1 (1) A benchmark administrator, or the Director, may apply to the Commission to request the designation of a benchmark or a benchmark administrator. 2018, c. 17, Sched. 38, s. 2. Director’s application (2) If the Director applies for a designation, the Commission shall give the affected benchmark administrator the opportunity to be heard before making a decision under subsection (3). 2018, c. 17, Sched. 38, s. 2. Commission’s powers (3) After receiving the application, the Commission may, if it considers it in the public interest to do so, designate the benchmark as a designated benchmark or designate the benchmark administrator as a designated benchmark administrator of a designated benchmark, as appropriate. 2018, c. 17, Sched. 38, s. 2. Terms and conditions (4) A designation under subsection (3) may be made subject to any terms and conditions the Commission considers advisable. 2018, c. 17, Sched. 38, s. 2. Cancellation or change (5) The Commission may, if it considers it in the public interest to do so, cancel the designation of a designated benchmark or a designated benchmark administrator or impose or change the terms and conditions of the designation. 2018, c. 17, Sched. 38, s. 2. Opportunity to be heard (6) The Commission shall not refuse to designate a benchmark or benchmark administrator, cancel the designation of a designated benchmark or designated benchmark administrator or impose or change the terms and conditions to which a designation is subject without giving the benchmark administrator an opportunity to be heard. 2018, c. 17, Sched. 38, s. 2. Category (7) The Commission may, if it considers it in the public interest to do so, assign a designated benchmark to a prescribed category or categories of designated benchmarks. 2018, c. 17, Sched. 38, s. 2. Section Amendments with date in force (d/m/y) 2018, c. 17, Sched. 38, s. 2 - 06/12/2018