jswizzle3737/ontario_laws_and_regs huggingface dataset:
73.1 (1) The prospectus requirement does not apply to a distribution of a debt security that is issued or guaranteed by any of the following financial institutions: 1. A bank listed in Schedule I, II or III to the Bank Act (Canada). 2. An association to which the Cooperative Credit Associations Act (Canada) applies or a central cooperative credit society for which an order has been made under subsection 473 (1) of that Act. 3. A loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, financial services cooperative or credit union central or federation that is authorized by a statute of Canada or Ontario to carry on business in Canada or Ontario, as the case may be. 4. Such other financial institutions as may be prescribed by the regulations.  2009, c. 18, Sched. 26, s. 12 (2); 2020, c. 36, Sched. 7, s. 336 (3). Exception, subordinated debt securities (2) The exemption under paragraph 1, 2 or 3 of subsection (1) from the prospectus requirement does not apply to debt securities issued or guaranteed by a financial institution described in the paragraph that are subordinate in right of payment to deposits held by the issuer or guarantor of those debt securities.  2009, c. 18, Sched. 26, s. 12 (2). Conditions and restrictions (3) The exemption under subsection (1) with respect to a financial institution described in paragraph 1, 2 or 3 of that subsection is subject to such conditions and restrictions as may be prescribed by a regulation made by the Lieutenant Governor in Council.  2009, c. 18, Sched. 26, s. 12 (2). Same (4) The exemption under subsection (1) with respect to a financial institution referred to in paragraph 4 of that subsection is subject to such conditions and restrictions as may be prescribed by the regulations.  2009, c. 18, Sched. 26, s. 12 (2). Report (5) Without limiting the generality of subsection (4), the regulations may prescribe reporting requirements that apply in connection with the exemption under subsection (1) with respect to a financial institution referred to in paragraph 4 of that subsection.  2009, c. 18, Sched. 26, s. 12 (2). Other securities (6) The prospectus requirement does not apply to a distribution of any of the following securities: 1. Securities issued by a corporation to which the Co-operative Corporations Act applies. 2. Membership shares and patronage shares, within the meaning of the Credit Unions and Caisses Populaires Act, 2020, of a credit union. 3. Securities issued to its members by a credit union to which the Credit Unions and Caisses Populaires Act, 2020 applies and for which an offering statement is sought under that Act. 4. Securities issued to its members or to the members of its member credit unions by a central to which the Credit Unions and Caisses Populaires Act, 2020 applies and for which an offering statement is sought under that Act.  2009, c. 18, Sched. 26, s. 12 (2); 2020, c. 36, Sched. 7, s. 336 (4). Section Amendments with date in force (d/m/y) 2009, c. 18, Sched. 26, s. 12 (2) - 05/05/2015 2020, c. 36, Sched. 7, s. 336 (3, 4) - 01/03/2022 Exemption, where other legislation applies
73.2 (1) Subject to subsection (2), the prospectus requirement does not apply to a distribution of a security evidencing indebtedness that is secured by or under a security agreement, as defined in subsection 1 (1) of the Personal Property Security Act, or that is secured in a similar manner in accordance with comparable legislation of another province or territory of Canada that provides for the granting of security in personal property.  2009, c. 18, Sched. 26, s. 12 (2). Exception to exemption (2) The exemption under subsection (1) from the prospectus requirement does not apply to a distribution to an individual.  2009, c. 18, Sched. 26, s. 12 (2). (3) Repealed: 2017, c. 34, Sched. 37, s. 5. Section Amendments with date in force (d/m/y) 2009, c. 18, Sched. 26, s. 12 (2) - 05/05/2015 2017, c. 34, Sched. 37, s. 5 - 01/07/2021 Exemption, accredited investor
73.3 (1) For the purposes of this section, “accredited investor” means, (a) a financial institution described in paragraph 1, 2 or 3 of subsection 73.1 (1), (b) the Business Development Bank of Canada, (c) a subsidiary of any person or company referred to in clause (a) or (b), if the person or company owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary, (d) a person or company registered under the securities legislation of a province or territory of Canada as an adviser or dealer, except as otherwise prescribed by the regulations, (e) the Government of Canada, the government of a province or territory of Canada, or any Crown corporation, agency or wholly owned entity of the Government of Canada or of the government of a province or territory of Canada, (f) a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’Île de Montréal or an intermunicipal management board in Quebec, (g) any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government, (h) a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a pension commission or similar regulatory authority of a province or territory of Canada, (i) a person or company that is recognized or designated by the Commission as an accredited investor, (j) such other persons or companies as may be prescribed by the regulations.  2009, c. 18, Sched. 26, s. 12 (2). Exemption (2) The prospectus requirement does not apply to a distribution of a security if the purchaser purchases the security as principal and is an accredited investor.  2009, c. 18, Sched. 26, s. 12 (2). Status as principal (3) The regulations may prescribe circumstances in which a person or company is deemed to be purchasing a security as principal for the purposes of an exemption under this section.  2009, c. 18, Sched. 26, s. 12 (2). Conditions and restrictions (4) The regulations may prescribe conditions and restrictions that apply to an exemption under this section.  2009, c. 18, Sched. 26, s. 12 (2). Report (5) Without limiting the generality of subsection (4), the regulations may prescribe reporting requirements that apply in connection with an exemption under this section.  2009, c. 18, Sched. 26, s. 12 (2). Interpretation (6) For the purposes of the definition of “accredited investor” in subsection (1), the regulations may define “foreign jurisdiction” and “subsidiary”.  2009, c. 18, Sched. 26, s. 12 (2). Section Amendments with date in force (d/m/y) 2009, c. 18, Sched. 26, s. 12 (2) - 05/05/2015 Exemption, private issuer
73.4 (1) For the purposes of this section,  “private issuer” has the meaning prescribed by the regulations.  2009, c. 18, Sched. 26, s. 12 (2). Exemption (2) The prospectus requirement does not apply to a distribution of a security of a private issuer to a person or company who purchases the security as principal and who satisfies the criteria prescribed by regulation.  2009, c. 18, Sched. 26, s. 12 (2). Conditions and restrictions (3) The regulations may prescribe conditions and restrictions that apply to an exemption under this section.  2009, c. 18, Sched. 26, s. 12 (2). Section Amendments with date in force (d/m/y) 2009, c. 18, Sched. 26, s. 12 (2) - 05/05/2015 Exemption, government incentive securities
73.5 (1) For the purposes of this section, “government incentive security” means a security that enables the holder to receive a grant or other monetary or tax benefit pursuant to a provision of an Act or regulation of Canada, Ontario or another province or territory of Canada, and that is prescribed by the regulations as a government incentive security.  2009, c. 18, Sched. 26, s. 12 (2). Exemption (2) The prospectus requirement does not apply to a distribution of a government incentive security.  2009, c. 18, Sched. 26, s. 12 (2). Conditions and restrictions (3) The regulations may prescribe conditions and restrictions that apply to an exemption under this section.  2009, c. 18, Sched. 26, s. 12 (2). Report (4) Without limiting the generality of subsection (3), the regulations may prescribe reporting requirements that apply in connection with an exemption under this section.  2009, c. 18, Sched. 26, s. 12 (2). Section Amendments with date in force (d/m/y) 2009, c. 18, Sched. 26, s. 12 (2) - 05/05/2015
73.6 (1) The regulations may prescribe exemptions from the prospectus requirement in addition to the exemptions provided under sections 73 to 73.5.  2009, c. 18, Sched. 26, s. 12 (2). Report (2) Without limiting the generality of subsection (1), the regulations may prescribe reporting requirements that apply in connection with an exemption authorized by that subsection.  2009, c. 18, Sched. 26, s. 12 (2). Section Amendments with date in force (d/m/y) 2009, c. 18, Sched. 26, s. 12 (2) - 05/05/2015
73.7 (1) The regulations may provide that the first trade in a security previously distributed under an exemption from the prospectus requirement is deemed to be a distribution unless it is carried out in accordance with the regulations.  2009, c. 18, Sched. 26, s. 13. Distribution by a control person (2) Without limiting the generality of subsection (1), the regulations shall prescribe the circumstances in which a distribution by a control person is exempted from the prospectus requirement.  2009, c. 18, Sched. 26, s. 13. Section Amendments with date in force (d/m/y) 2009, c. 18, Sched. 26, s. 13 - 28/09/2009
74 (1) Upon the application of an interested person or company, the Commission may make the following orders if the Commission is satisfied that to do so would not be prejudicial to the public interest: 1. An order that any person or company is not subject to section 25. 2. An order that any trade, intended trade, security, person or company is not subject to section 53.  2009, c. 18, Sched. 26, s. 14; 2021, c. 8, Sched. 9, s. 40 (25, 26). Terms and conditions (1.1) In an order under subsection (1), the Commission may impose such terms and conditions as are considered necessary.  2009, c. 18, Sched. 26, s. 14; 2021, c. 8, Sched. 9, s. 40 (27). Determination of whether distribution has ceased (2) Where doubt exists whether a distribution of any security has been concluded or is currently in progress, the Commission may determine the question and make an order accordingly.  R.S.O. 1990, c. S.5, s. 74 (2); 2021, c. 8, Sched. 9, s. 40 (28). Ruling final (3) A decision of the Commission under this section is final and there is no appeal therefrom.  R.S.O. 1990, c. S.5, s. 74 (3). Section Amendments with date in force (d/m/y) 2009, c. 18, Sched. 26, s. 14 - 28/09/2009 2021, c. 8, Sched. 9, s. 40 (25-28) - 29/04/2022 PART XVIII   CONTINUOUS DISCLOSURE
77 (1) Every reporting issuer that is not a mutual fund shall file within sixty days of the date to which it is made up an interim financial report, (a) where the reporting issuer has not completed its first financial year, for the periods commencing with the beginning of that year and ending nine, six and three months respectively before the date on which that year ends, but no interim financial report is required to be filed for any period that is less than three months in length; (b) where the reporting issuer has completed its first financial year, to the end of each of the three-month, six-month and nine-month periods of the current financial year that commenced immediately following the last financial year, including a comparative statement to the end of each of the corresponding periods in the last financial year, made up and certified as required by the regulations and in accordance with generally accepted accounting principles.  R.S.O. 1990, c. S.5, s. 77 (1); 2010, c. 1, Sched. 26, s. 4 (1, 2). Idem (2) Every mutual fund in Ontario shall file within sixty days of the date to which it is made up an interim financial report, (a) where the mutual fund in Ontario has not completed its first financial year, for the period commencing with the beginning of that year and ending six months before the date on which that year ends but, if the first financial year is less than six months in length, no interim financial report is required to be filed; (b) where the mutual fund in Ontario has completed its first financial year, for the six-month period of the current financial year that commenced immediately following the last financial year, made up and certified as required by the regulations and in accordance with generally accepted accounting principles.  R.S.O. 1990, c. S.5, s. 77 (2); 2002, c. 18, Sched. H, s. 9; 2010, c. 1, Sched. 26, s. 4 (3, 4). Section Amendments with date in force (d/m/y) 2002, c. 18, Sched. H, s. 9 (1, 2) - 26/11/2002 2010, c. 1, Sched. 26, s. 4 (1-4) - 01/01/2011
78 (1) Every reporting issuer that is not a mutual fund and every mutual fund in Ontario shall file annually within 140 days from the end of its last financial year comparative financial statements relating separately to, (a) the period that commenced on the date of incorporation or organization and ended as of the close of the first financial year or, if the reporting issuer or mutual fund has completed a financial year, the last financial year, as the case may be; and (b) the period covered by the financial year next preceding the last financial year, if any, made up and certified as required by the regulations and in accordance with generally accepted accounting principles.  R.S.O. 1990, c. S.5, s. 78 (1). Auditor’s report (2) Every financial statement referred to in subsection (1) shall be accompanied by a report of the auditor of the reporting issuer or mutual fund prepared in accordance with the regulations.  R.S.O. 1990, c. S.5, s. 78 (2). Auditor’s examination (3) The auditor of a reporting issuer or mutual fund shall make such examinations as will enable the auditor to make the report required by subsection (2).  R.S.O. 1990, c. S.5, s. 78 (3). “auditor” defined (4) For the purposes of this Part, “auditor”, where used in relation to the reporting issuer or mutual fund, includes the auditor of the reporting issuer or mutual fund and any other independent public accountant.  R.S.O. 1990, c. S.5, s. 78 (4); 2004, c. 8, s. 47 (1). Section Amendments with date in force (d/m/y) 2004, c. 8, s. 47 (1) - 01/11/2005
79 (1) Every reporting issuer or mutual fund in Ontario that is required to file a financial statement under section 77 or 78 shall send a true copy of the financial statement to every holder of its securities whose latest address, as shown on its books, is in Ontario.  2002, c. 18, Sched. H, s. 10. Deadline (2) The reporting issuer or mutual fund in Ontario shall send the true copy of the financial statement no later than the end of the period during which it is required to file the financial statement under section 77 or 78.  2002, c. 18, Sched. H, s. 10. Exception (3) Despite subsection (1), a reporting issuer or mutual fund in Ontario is not required to send a copy of the financial statement to a security holder who holds its evidence of indebtedness only.  2002, c. 18, Sched. H, s. 10. Deemed compliance (4) If the laws of a reporting issuer’s jurisdiction of incorporation, organization or continuance impose requirements corresponding to the requirements in subsections (1) and (2), compliance with the requirements imposed by that jurisdiction shall be deemed to be compliance with the requirements in subsections (1) and (2).  2002, c. 18, Sched. H, s. 10. Section Amendments with date in force (d/m/y) 2002, c. 18, Sched. H, s. 10 - 26/11/2002
80 Upon the application of a reporting issuer or other interested person or company or upon the motion of the Commission, the Commission may, where in the opinion of the Commission to do so would not be prejudicial to the public interest, make an order on such terms and conditions as the Commission may impose, (a)  Repealed:  1999, c. 9, s. 208 (2). (b) exempting, in whole or in part, any reporting issuer from a requirement of this Part or the regulations relating to a requirement of this Part, (i) if such requirement conflicts with a requirement of the laws of the jurisdiction under which the reporting issuer is incorporated, organized or continued, (ii) if the reporting issuer ordinarily distributes financial information to holders of its securities in a form, or at times, different from those required by this Part, or (iii) if otherwise satisfied in the circumstances of the particular case that there is adequate justification for so doing.  R.S.O. 1990, c. S.5, s. 80; 1994, c. 33, s. 4; 1999, c. 9, s. 208. Section Amendments with date in force (d/m/y) 1994, c. 33, s. 4 - 01/01/1995; 1999, c. 9, s. 208 - 14/12/1999
81 (1) Where the management of a reporting issuer is required to send an information circular under clause 86 (1) (a), the reporting issuer shall forthwith file a copy of such information circular certified in accordance with the regulations.  R.S.O. 1990, c. S.5, s. 81 (1). Idem (2) In any case where subsection (1) is not applicable, the reporting issuer shall file annually within 140 days from the end of its last financial year a report prepared and certified in accordance with the regulations.  R.S.O. 1990, c. S.5, s. 81 (2).
82 Where the laws of the jurisdiction in which the reporting issuer was incorporated, organized or continued require the reporting issuer to file substantially the same information in that jurisdiction as is required by this Part, the reporting issuer may comply with the filing requirements of this Part by filing copies of the news release, timely disclosure report, information circular or financial statements and auditor’s report, as the case may be, required by that jurisdiction provided such releases, reports, circulars or statements are manually signed or certified in accordance with the regulations.  R.S.O. 1990, c. S.5, s. 82; 1994, c. 11, s. 349. Section Amendments with date in force (d/m/y) 1994, c. 11, s. 349 - 11/07/1994
83 The Commission may publish a list of reporting issuers who are in default of any requirement of this Act or the regulations.  2010, c. 1, Sched. 26, s. 5. Section Amendments with date in force (d/m/y) 1999, c. 9, s. 209 - 14/12/1999 2006, c. 33, Sched. Z. 5, s. 6 - 20/12/2006 2010, c. 1, Sched. 26, s. 5 - 18/05/2010 83.1 Repealed:  2006, c. 33, Sched. Z.5, s. 6. Section Amendments with date in force (d/m/y) 1999, c. 9, s. 210 - 14/12/1999 2006, c. 33, Sched. Z.5, s. 6 - 20/12/2006 PART XIX   PROXIES AND PROXY SOLICITATION
84 In this Part, “information circular” means an information circular prepared in accordance with the regulations; (“circulaire d’information”) “solicit” and “solicitation” include, (a) any request for a proxy whether or not accompanied by or included in a form of proxy, (b) any request to execute or not to execute a form of proxy or to revoke a proxy, (c) the sending or delivery of a form of proxy or other communication to a security holder under circumstances reasonably calculated to result in the procurement, withholding or revocation of a proxy, (d) the sending or delivery of a form of proxy to a security holder under section 85, but do not include, (e) the sending or delivery of a form of proxy to a security holder in response to an unsolicited request made by the security holder or on the security holder’s behalf, (f) the performance by any person or company of ministerial acts or professional services on behalf of a person or company soliciting a proxy, or (g) such other activities as may be prescribed in the regulations. (“solliciter”, “sollicitation”)  R.S.O. 1990, c. S.5, s. 84; 2005, c. 31, Sched. 20, s. 4; 2023, c. 21, Sched. 10, s. 3. Section Amendments with date in force (d/m/y) 2005, c. 31, Sched. 20, s. 4 - 15/12/2005 2023, c. 21, Sched. 10, s. 3 - 04/12/2023
85 Subject to section 88, if the management of a reporting issuer gives or intends to give to holders of its voting securities notice of a meeting, the management shall, concurrently with or prior to giving the notice to the security holders whose latest address as shown on the books of the reporting issuer is in Ontario, send to each such security holder who is entitled to notice of meeting, at the security holder’s latest address as shown on the books of the reporting issuer, a form of proxy for use at the meeting that complies with the regulations.  R.S.O. 1990, c. S.5, s. 85; 2001, c. 23, s. 214. Section Amendments with date in force (d/m/y) 2001, c. 23, s. 214 - 05/12/2001
86 (1) Subject to subsection (2) and section 88, no person or company shall solicit proxies from holders of its voting securities whose latest address as shown on the books of the reporting issuer is in Ontario unless, (a) in the case of a solicitation by or on behalf of the management of a reporting issuer, an information circular, either as an appendix to or as a separate document accompanying the notice of the meeting, is sent to each such security holder of the reporting issuer whose proxy is solicited at the security holder’s latest address as shown on the books of the reporting issuer; or (b) in the case of any other solicitation, the person or company making the solicitation, concurrently with or prior thereto, delivers or sends an information circular to each such security holder whose proxy is solicited.  R.S.O. 1990, c. S.5, s. 86 (1); 2001, c. 23, s. 215. Application of subs. (1) (2) Subsection (1) does not apply to, (a) any solicitation, otherwise than by or on behalf of the management of a reporting issuer, where the total number of security holders whose proxies are solicited is not more than fifteen, two or more persons or companies who are the joint registered owners of one or more securities being counted as one security holder; (a.1) any solicitation, otherwise than by or on behalf of the management of a reporting issuer, in such other circumstances as may be prescribed in the regulations; (b) any solicitation by a person or company made under section 49; or (c) any solicitation by a person or company in respect of securities of which he, she or it is the beneficial owner.  R.S.O. 1990, c. S.5, s. 86 (2); 2005, c. 31, Sched. 20, s. 5. Section Amendments with date in force (d/m/y) 2001, c. 23, s. 215 - 05/12/2001 2005, c. 31, Sched. 20, s. 5 - 15/12/2005
87 The chair at a meeting has the right not to conduct a vote by way of ballot on any matter or group of matters in connection with which the form of proxy has provided a means whereby the person or company whose proxy is solicited may specify how such person or company wishes the securities registered in his, her or its name to be voted unless, (a) a ballot is demanded by any security holder present at the meeting in person or represented thereat by proxy; (b) proxies requiring that the securities represented thereby be voted against what would otherwise be the decision of the meeting in relation to such matters or group of matters total more than 5 per cent of all the voting rights attached to all the securities entitled to be voted and be represented at the meeting; or (c) the circumstances prescribed by the regulations exist.  R.S.O. 1990, c. S.5, s. 87; 2017, c. 34. Sched. 37, s. 6. Section Amendments with date in force (d/m/y) 2017, c. 34. Sched. 37, s. 6 (1, 2) - 14/12/2017
88 (1) Where a reporting issuer is complying with the requirements of the laws of the jurisdiction under which it is incorporated, organized or continued and the requirements are substantially similar to the requirements of this Part, the requirements of this Part do not apply.  R.S.O. 1990, c. S.5, s. 88 (1). Exemption by order (2) Subject to subsection (1), upon the application of any interested person or company, the Commission may, (a) if a requirement of this Part conflicts with a requirement of the laws of the jurisdiction under which the reporting issuer is incorporated, organized or continued; or (b) if otherwise satisfied in the circumstances of the particular case that there is adequate justification for so doing, make an order on such terms and conditions as the Commission may impose, exempting, in whole or in part, a person or company from the requirements of this Part and of section 81.  R.S.O. 1990, c. S.5, s. 88 (2); 1994, c. 11, s. 370. Section Amendments with date in force (d/m/y) 1994, c. 11, s. 370 - 31/12/1991 PART XX   TAKE-OVER BIDS AND ISSUER BIDS Interpretation
89 In this Part, “interested person” means, (a) an offeree issuer, (b) a security holder, director or officer of an offeree issuer, (c) an offeror, (d) the Director, and (e) any person or company not referred to in clauses (a) to (d) who, in the opinion of the Tribunal or the Superior Court of Justice, as the case may be, is proper to make an application under section 104 or 105, as the case may be; (“intéressé”) “issuer bid” means a direct or indirect offer to acquire or redeem a security or a direct or indirect acquisition or redemption of a security that is, (a) made by the issuer of the security; and (b) within a prescribed class of offers, acquisitions or redemptions; (“offre de l’émetteur”) “offeree issuer” means an issuer whose securities are the subject of a take-over bid, an issuer bid or an offer to acquire; (“pollicité”) “take-over bid” means a direct or indirect offer to acquire a security that is, (a) made by a person or company other than the issuer of the security; and (b) within a prescribed class of offers to acquire. (“offre d’achat visant à la mainmise”) 2015, c. 38, Sched. 18, s. 2; 2021, c. 8, Sched. 9, s. 40 (29). Section Amendments with date in force (d/m/y) 2007, c. 7, Sched. 38, s. 8 - 01/02/2008 2015, c. 38, Sched. 18, s. 2 - 09/05/2016 2021, c. 8, Sched. 9, s. 40 (29) - 29/04/2022 Offeree Issuer and Offeror Obligations
90 A person or company must not make a take-over bid or an issuer bid, whether alone or acting jointly or in concert with one or more persons or companies, except in accordance with the regulations. 2015, c. 38, Sched. 18, s. 2. Section Amendments with date in force (d/m/y) 2007, c. 7, Sched. 38, s. 8 - 01/02/2008 2015, c. 38, Sched. 18, s. 2 - 09/05/2016
104 (1) On application by an interested person, if the Tribunal considers that a person or company has not complied with, or is not complying with, a requirement under this Part or the regulations related to this Part, the Tribunal may make an order, (a) restraining the distribution of any document or any communication used or issued in connection with a take-over bid or an issuer bid; (b) requiring an amendment to or variation of any document or any communication used or issued in connection with a take-over bid or an issuer bid and requiring the distribution of amended, varied or corrected documents or communications; (c) directing any person or company to comply with a requirement under this Part or the regulations related to this Part; (d) restraining any person or company from contravening a requirement under this Part or the regulations related to this Part; and (e) directing the directors and officers of any person or company to cause the person or company to comply with or to cease contravening a requirement under this Part or the regulations related to this Part.  2007, c. 7, Sched. 38, s. 8; 2015, c. 38, Sched. 18, s. 4 (1); 2021, c. 8, Sched. 9, s. 40 (30). Notice to Director (1.1) If, in a proceeding under subsection (1), the Director is not the applicant, the Director shall be given notice of the application and may appear at the proceeding as a party. 2015, c. 38, Sched. 18, s. 4 (2). Exemptions (2) On application by an interested person and subject to such terms and conditions as the Tribunal may impose, if the Tribunal is satisfied that it would not be prejudicial to the public interest, the Tribunal may, (a)  Repealed: 2015, c. 38, Sched. 18, s. 4 (3). (b) vary any time period set out in this Part or the regulations related to this Part; and (c) exempt a person or company from any of the requirements of this Part or the regulations related to this Part.  2007, c. 7, Sched. 38, s. 8; 2015, c. 38, Sched. 18, s. 4 (3); 2021, c. 8, Sched. 9, s. 40 (30). Section Amendments with date in force (d/m/y) 1994, c. 11, s. 372 - 11/07/1994 2006, c. 33, Sched. Z. 5, s. 7 - 20/12/2006 2007, c. 7, Sched. 38, s. 8 - 01/02/2008 2015, c. 38, Sched. 18, s. 4 (1) - 10/12/2015; 2015, c. 38, Sched. 18, s. 4 (2, 3) - 09/05/2016 2021, c. 8, Sched. 9, s. 40 (30) - 29/04/2022
105 (1) On application by an interested person, if the Superior Court of Justice is satisfied that a person or company has not complied with a requirement under this Part or the regulations related to this Part, the Superior Court of Justice may make such interim or final order as the Court thinks fit, including, without limitation, an order, (a) compensating any interested person who is a party to the application for damages suffered as a result of a contravention of a requirement of this Part or the regulations related to this Part; (b) rescinding a transaction with any interested person, including the issue of a security or an acquisition and sale of a security; (c) requiring any person or company to dispose of any securities acquired under or in connection with a take-over bid or an issuer bid; (d) prohibiting any person or company from exercising any or all of the voting rights attaching to any securities; or (e) requiring the trial of an issue.  2007, c. 7, Sched. 38, s. 8. Notice to Director (2) If, in a proceeding under subsection (1), the Director is not the applicant, the Director shall be given notice of the application and may appear at the proceeding as a party. 2015, c. 38, Sched. 18, s. 5. Section Amendments with date in force (d/m/y) 2006, c. 19, Sched. C, s. 1 (1) - 22/06/2006; 2006, c. 33, Sched. Z. 5, s. 8 - 20/12/2006 2007, c. 7, Sched. 38, s. 8 - 01/02/2008 2015, c. 38, Sched. 18, s. 5 - 09/05/2016 105.1 Repealed:
2015, c. 38, Sched. 18, s. 6. Section Amendments with date in force (d/m/y) 2007, c. 7, Sched. 38, s. 8 - 01/02/2008 2015, c. 38, Sched. 18, s. 6 - 10/12/2015 PART XXI   INSIDER TRADING AND SELF-DEALING
106 (1) In this Part, “investment fund” means, except in sections 111, 112, 116 and 121.1, an investment fund that is a reporting issuer; (“fonds d’investissement”) “mutual fund” means a mutual fund that is a reporting issuer; (“fonds mutuel”) “related investment funds” includes more than one investment fund under common management; (“fonds d’investissement liés”) “related person or company”, in relation to an investment fund, means a person in whom, or a company in which, the investment fund, its management company and its distribution company are prohibited by the provisions of this Part from making any investment. (“personne ou compagnie liée”) 2014, c. 7, Sched. 28, s. 5. Same (2) For the purpose of this Part, (a) any issuer in which an investment fund holds in excess of 10 per cent of the voting securities or in which the investment fund and related investment funds hold in excess of 20 per cent of the voting securities shall be deemed to be a related person or company of that investment fund or of each of those investment funds; and (b) the acquisition or disposition by an insider of a put, call or other transferable option with respect to a security shall be deemed to be a change in the beneficial ownership of the security to which such put, call or other transferable option relates. 2014, c. 7, Sched. 28, s. 5. Section Amendments with date in force (d/m/y) 2006, c. 33, Sched. Z. 5, s. 9 - 30/04/2010 2014, c. 7, Sched. 28, s. 5 - 24/07/2014
107 (1) Within 10 days of becoming an insider or within such other time period as may be prescribed, a person or company who becomes an insider of a reporting issuer, other than a mutual fund, shall file a report disclosing, in the prescribed manner and form, any direct or indirect beneficial ownership of or control or direction over securities of the reporting issuer and any interest in, or right or obligation associated with, a related financial instrument and the insider shall make such other disclosure as may be required by the regulations.  2006, c. 33, Sched. Z.5, s. 10. Same (2) Within 10 days, or within such other time period as may be prescribed, of any change in the direct or indirect beneficial ownership of, or control or direction over, securities of the reporting issuer or any interest in, or right or obligation associated with, a related financial instrument, an insider of a reporting issuer, other than a mutual fund, shall file a report disclosing, in the prescribed manner and form, such change and the insider shall make such other disclosure as may be required by the regulations.  2006, c. 33, Sched. Z.5, s. 10. Section Amendments with date in force (d/m/y) 1999, c. 9, s. 214 - 14/12/1999 2006, c. 33, Sched. Z.5, s. 10 - 30/04/2010 108 Repealed:  2006, c. 33, Sched. Z.5, s. 10. Section Amendments with date in force (d/m/y) 2006, c. 33, Sched. Z.5, s. 10 - 30/04/2010 109 Repealed: 2019, c. 15, Sched. 34, s. 2. Section Amendments with date in force (d/m/y) 2019, c. 15, Sched. 34, s. 2 - 10/12/2019
110 (1) For the purposes of sections 111, 112, 113, 114 and 115, “investment” means a purchase of any security of any class of securities of an issuer including bonds, debentures, notes, or other evidences of indebtedness thereof, and a loan to persons or companies but does not include an advance or loan, whether secured or unsecured, that is made by an investment fund, its management company or its distribution company that is merely ancillary to the main business of the investment fund, its management company or its distribution company.  R.S.O. 1990, c. S.5, s. 110 (1); 2014, c. 7, Sched. 28, s. 6. Interpretation (2) For the purposes of sections 111, 112, 113, 114 and 115, (a) a person or company or a group of persons or companies has a significant interest in an issuer, if, (i) in the case of a person or company, he, she or it, as the case may be, owns beneficially, either directly or indirectly, more than 10 per cent, or (ii) in the case of a group of persons or companies, they own beneficially, either individually or together and either directly or indirectly, more than 50 per cent, of the outstanding shares or units of the issuer; (b) a person or company or a group of persons or companies is a substantial security holder of an issuer if that person or company or group of persons or companies owns beneficially, either individually or together or directly or indirectly, voting securities to which are attached more than 20 per cent of the voting rights attached to all the voting securities of the issuer for the time being outstanding, but in computing the percentage of voting rights attached to voting securities owned by an underwriter, there shall be excluded any voting securities acquired by the underwriter as such in a distribution of such securities but the exclusion ceases to have effect on completion or cessation of the distribution by the underwriter; (c) where a person or company or group of persons or companies owns beneficially, directly or indirectly, or pursuant to this clause is deemed to own beneficially, voting securities of an issuer, that person or company or group of persons or companies shall be deemed to own beneficially a proportion of voting securities of any other issuer that are owned beneficially, directly or indirectly, by the first mentioned issuer, which proportion shall equal the proportion of the voting securities of the first mentioned issuer that are owned beneficially, directly or indirectly, or that pursuant to this clause are deemed to be owned beneficially, by that person or company or group of persons or companies.  R.S.O. 1990, c. S.5, s. 110 (2). Section Amendments with date in force (d/m/y) 2014, c. 7, Sched. 28, s. 6 - 24/07/2014
111 (1) No investment fund shall knowingly make an investment by way of loan to, (a) any officer or director of the investment fund, its management company or distribution company or an associate of any of them; (b) any individual, where the individual or an associate of the individual is a substantial security holder of the investment fund, its management company or distribution company. 2014, c. 7, Sched. 28, s. 7. Investments of investment funds, etc. (2) No investment fund shall knowingly make an investment, (a) in any person or company who is a substantial security holder of the investment fund, its management company or its distribution company; (b) in any person or company in which the investment fund, alone or together with one or more related investment funds, is a substantial security holder; or (c) in an issuer in which any of the following has a significant interest: (i) any officer or director of the investment fund, its management company or distribution company or an associate of any of them; or (ii) any person or company who is a substantial security holder of the investment fund, its management company or its distribution company. 2014, c. 7, Sched. 28, s. 7. Divesting of prohibited loans and investments (3) No mutual fund in Ontario or its management company or its distribution company shall knowingly hold an investment made after September 15, 1979 and before the day this section comes into force if the investment is an investment described in this section. 2014, c. 7, Sched. 28, s. 7. Same (4) No investment fund or its management company or its distribution company shall knowingly hold an investment made on or after the day this section comes into force if the investment is an investment described in this section. 2014, c. 7, Sched. 28, s. 7. Interpretation (5) In this section, “investment fund” means a mutual fund in Ontario or a non-redeemable investment fund that is a reporting issuer. 2014, c. 7, Sched. 28, s. 7. Section Amendments with date in force (d/m/y) 2014, c. 7, Sched. 28, s. 7 - 24/07/2014
112 No investment fund or its management company or its distribution company shall knowingly enter into any contract or other arrangement that results in its being directly or indirectly liable or contingently liable in respect of any investment by way of loan to, or other investment in, a person or company to whom it is by section 111 prohibited from making a loan or in which it is prohibited from making any other investment, and for the purpose of section 111 any such contract or other arrangement shall be deemed to be a loan or an investment, as the case may be.  R.S.O. 1990, c. S.5, s. 112; 2014, c. 7, Sched. 28, s. 8. Section Amendments with date in force (d/m/y) 2014, c. 7, Sched. 28, s. 8 - 24/07/2014
113 Upon an application of an interested person or company, the Commission may, where it is satisfied, (a) that a class of investment or a particular investment represents the business judgment of responsible persons uninfluenced by considerations other than the best interests of an investment fund; or (b) that a particular investment is in fact in the best interests of an investment fund, order, subject to such terms and conditions as it may impose, that section 111 or 112 does not apply to the class of investment, particular investment, contract or other arrangement, as the case may be.  R.S.O. 1990, c. S.5, s. 113; 2014, c. 7, Sched. 28, s. 9. Section Amendments with date in force (d/m/y) 2014, c. 7, Sched. 28, s. 9 (1, 2) - 24/07/2014
114 Despite clause 110 (2) (c), an investment fund is not prohibited from making an investment in an issuer only because a person or company or a group of persons or companies who own beneficially, directly or indirectly, or are deemed to own beneficially, voting securities of the investment fund or its management company or its distribution company are by reason thereof deemed to own beneficially voting securities of the issuer.  R.S.O. 1990, c. S.5, s. 114; 2014, c. 7, Sched. 28, s. 10. Section Amendments with date in force (d/m/y) 2014, c. 7, Sched. 28, s. 10 - 24/07/2014
115 (1) No investment fund shall make any investment in consequence of which a related person or company of the investment fund will receive any fee or other compensation except fees paid pursuant to a contract which is disclosed in any preliminary prospectus or prospectus, or any amendment to either of them, that is filed by the investment fund and is accepted by the Director.  R.S.O. 1990, c. S.5, s. 115 (1); 2014, c. 7, Sched. 28, s. 11 (1). Relieving orders (2) The Commission may, upon the application of an investment fund and where it is satisfied that it would not be prejudicial to the public interest to do so, order, subject to such terms and conditions as it may impose, that subsection (1) does not apply to the investment fund.  R.S.O. 1990, c. S.5, s. 115 (2); 2014, c. 7, Sched. 28, s. 11 (2). Section Amendments with date in force (d/m/y) 2014, c. 7, Sched. 28, s. 11 (1, 2) - 24/07/2014
116 Every investment fund manager,  (a) shall exercise the powers and discharge the duties of their office honestly, in good faith and in the best interests of the investment fund; and (b) shall exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in the circumstances.  2006, c. 33, Sched. Z.5, s. 11. Section Amendments with date in force (d/m/y) 2006, c. 33, Sched. Z.5, s. 11 - 20/12/2006
117 (1) Every management company shall, in respect of each investment fund to which it provides services or advice, file a report prepared in accordance with the regulations of any of the following within 30 days after the end of the month in which it occurs: 1. Every transaction of purchase or sale of securities between the investment fund and any related person or company. 2. Every loan received by the investment fund from, or made by the investment fund to, any of its related persons or companies. 3. Every purchase or sale effected by the investment fund through any related person or company with respect to which the related person or company received a fee either from the investment fund or from the other party to the transaction or from both. 4. Any transaction in which, by arrangement other than an arrangement relating to insider trading in portfolio securities, the investment fund is a joint participant with one or more of its related persons or companies. 2014, c. 7, Sched. 28, s. 12. Relieving orders (2) The Commission may, on the application of the management company of an investment fund and where it is of the opinion that it would not be prejudicial to the public interest to do so, order, subject to such terms and conditions as it may impose, that subsection (1) does not apply to any transaction or class of transactions. 2014, c. 7, Sched. 28, s. 12. Section Amendments with date in force (d/m/y) 2014, c. 7, Sched. 28, s. 12 - 24/07/2014 118 Repealed:  2009, c. 18, Sched. 26, s. 15. Section Amendments with date in force (d/m/y) 1994, c. 33, s. 5 - 01/01/1995 2009, c. 18, Sched. 26, s. 15 - 28/09/2009
119 No person or company that has access to information concerning the investment program of a mutual fund or the investment portfolio managed for a client by a registered adviser or registered dealer through discretionary authority provided by the client shall purchase or sell securities of an issuer for his, her or its own account if, (a) the portfolio securities of the mutual fund or the investment portfolio managed for the client by the registered adviser or registered dealer include securities of that issuer; and (b) the person or company has used the information for his, her or its direct benefit or advantage.  2009, c. 18, Sched. 26, s. 16. Section Amendments with date in force (d/m/y) 2009, c. 18, Sched. 26, s. 16 - 28/09/2009
120 The Commission shall summarize in or as a part of a monthly periodical available to the public on payment of a reasonable fee the information contained in every report filed in compliance with this Part.  R.S.O. 1990, c. S.5, s. 120.
121 (1) Where the laws of the jurisdiction in which the reporting issuer is incorporated, organized or continued require substantially the same reports in that jurisdiction as are required by this Part, the filing requirements of this Part may be compiled with by filing the reports required by the laws of such jurisdiction manually signed or certified in accordance with the regulations.  R.S.O. 1990, c. S.5, s. 121 (1). Exemptions by order of Commission (2) Subject to subsection (1), the Commission may, (a) upon the application of an interested person or company, (i) if a requirement of this Part conflicts with a requirement of the laws of the jurisdiction under which the reporting issuer is incorporated, organized or continued, or (ii) if otherwise satisfied in the circumstances of the particular case that there is adequate justification for so doing; or (b) of its own motion, make an order on such terms and conditions as seem to the Commission just and expedient, exempting in whole or in part, a person or company from the requirements of this Part.  R.S.O. 1990, c. S.5, s. 121 (2); 1994, c. 33, s. 6. Section Amendments with date in force (d/m/y) 1994, c. 33, s. 6 - 01/01/1995
121.1 If the regulations so provide, a body established under subsection 121.4 (1) by an investment fund may approve a transaction that is prohibited under this Part and, in that case, the prohibition does not apply to the transaction.  2005, c. 31, Sched. 20, s. 6. Section Amendments with date in force (d/m/y) 2005, c. 31, Sched. 20, s. 6 - 15/12/2005 part xxI.1   governance and other requirements
121.2 In this Part, “prescribed” means prescribed in the regulations.  2005, c. 31, Sched. 20, s. 7. Section Amendments with date in force (d/m/y) 2005, c. 31, Sched. 20, s. 7 - 15/12/2005
121.3 For the purposes of this Act, a reporting issuer shall comply with such requirements as may be prescribed with respect to the governance of reporting issuers, including requirements relating to, (a) the composition of its board of directors and qualifications for membership on the board, including matters respecting the independence of members; (b) the establishment of specified types of committees of the board of directors, the mandate, functioning and responsibilities of each committee, the composition of each committee and the qualifications for membership on the committee, including matters respecting the independence of members; (c) the establishment and enforcement of a code of business conduct and ethics applicable to its directors, officers and employees and applicable to persons or companies that are in a special relationship with the reporting issuer, including the minimum requirements for such a code; and (d) procedures to regulate conflicts of interest between the interests of the reporting issuer and those of a director or officer of the issuer.  2005, c. 31, Sched. 20, s. 7. Section Amendments with date in force (d/m/y) 2005, c. 31, Sched. 20, s. 7 - 15/12/2005
121.4 (1) If required to do so by the regulations, an investment fund shall establish and maintain a body for the purposes of overseeing activities of the investment fund and the investment fund manager, reviewing or approving prescribed matters affecting the investment fund, including transactions referred to in section 121.1, and disclosing information to security holders of the fund, to the investment fund manager and to the Commission.  2005, c. 31, Sched. 20, s. 7. Same (2) The body has such powers and duties as may be prescribed.  2005, c. 31, Sched. 20, s. 7. Section Amendments with date in force (d/m/y) 2005, c. 31, Sched. 20, s. 7 - 15/12/2005 PART XXI.2   WHISTLE-BLOWING AND PROTECTION FROM REPRISALS
121.5 (1) This section applies if, for the purpose of making a whistle-blower submission, an individual provides information to the Commission in a form made available by the Commission for that purpose. 2023, c. 21, Sched. 10, s. 4. No disclosure (2) The Commission shall not disclose, in response to a request for access under the Freedom of Information and Protection of Privacy Act, the identity of the individual, or any information or record that may reasonably be expected to reveal the identity of the individual, as the source of information that has been provided to the Commission. 2023, c. 21, Sched. 10, s. 4. Same (3) Subsection (2) applies with respect to information provided to the Commission before, on or after the day section 4 of Schedule 10 to the Building a Strong Ontario Together Act (Budget Measures), 2023 comes into force. 2023, c. 21, Sched. 10, s. 4. Section Amendments with date in force (d/m/y) 2016, c. 5, Sched. 26, s. 3 - 28/06/2016 2017, c. 34, Sched. 37, s. 7 - 14/12/2017 2021, c. 8, Sched. 9, s. 40 (31, 32) - 29/04/2022 2023, c. 21, Sched. 10, s. 4 - 04/12/2023