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SECURITIES AMENDMENT ACT, 2017

Bill 13

SECURITIES AMENDMENT ACT, 2017

Chapter 12

(Assented to June 7, 2017)

HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Alberta, enacts as follows:

Amends RSA 2000 cS‑4

1   The Securities Act is amended by this Act.


 

2   Section 42(7.1) is amended by striking out “and” at the end of clause (a) and substituting “or”.

 

3   Section 58(2) is amended by adding “and shall provide those financial and other statements and reports to the Executive Director” after “Executive Director,”.

 

4   The following is added after section 69:

Powers re investigations

69.1   Where a recognized exchange, a recognized self‑regulatory organization or a recognized quotation and trade reporting system is empowered under the bylaws or rules of the exchange, self‑regulatory organization or quotation and trade reporting system, as the case may be, to conduct investigations, the following applies for the purposes of such an investigation:

                                 (a)    a person appointed to conduct an investigation has the same power as is vested in the Court of Queen’s Bench for the trial of civil actions

                                        (i)    to summon and enforce the attendance of witnesses,

                                      (ii)    to compel witnesses to give evidence on oath or otherwise, and

                                     (iii)    to compel witnesses to produce documents, records, securities, derivatives, contracts and things;

                                 (b)    the failure or refusal of a person summoned as a witness under clause (a) to attend at the required location and time, to answer questions or to produce documents, records, securities, derivatives, contracts and things that are in that person’s custody or possession makes that person, on application to the Court of Queen’s Bench by the person appointed to conduct the investigation, liable to be committed for contempt by the Court of Queen’s Bench in the same manner as if that person were in breach of an order or judgment of that Court;

                                 (c)    a person appointed to conduct an investigation may take evidence under oath;

                                 (d)    a person appointed to conduct an investigation or a person authorized by a person conducting an investigation may administer oaths for the purpose of taking evidence;

                                 (e)    notwithstanding the Alberta Evidence Act, a bank or any officer or employee of the bank is not exempt from the operation of this section;

                                 (f)    a person giving evidence at an investigation may be represented by legal counsel.

 

5   Section 222(1) is repealed and the following is substituted:

Immunities

222(1)  No action or other proceeding for damages may be instituted against the Commission, a member of the Commission, the Executive Director, the Secretary, a person employed by the Commission or a person appointed under this Act or the regulations to perform a function or duty of or for the Commission, the Executive Director or the Secretary

                                 (a)    for any act done in good faith

                                        (i)    in the performance or intended performance of any function or duty, or

                                      (ii)    in the exercise or intended exercise of any power,

                                      or

                                 (b)    for any neglect, omission or default in the performance or exercise in good faith of any function, duty or power.

(2)  No action or other proceeding for damages may be instituted against a recognized auditor oversight organization or its directors, governors, members, officers, employees or agents for

                                 (a)    any act done in good faith

                                        (i)    in the performance or intended performance of any function or duty, or

                                      (ii)    in the exercise or intended exercise of any power,

                                      or

                                 (b)    any neglect, omission or default in the performance or exercise in good faith of any function, duty or power,

in respect of a function, duty or power that has been assigned to the recognized auditor oversight organization pursuant to its recognition under section 64.1.

(3)  No action or other proceeding for damages may be instituted against a recognized self‑regulatory organization or its directors, officers, employees or agents for

                                 (a)    any act done in good faith

                                        (i)    in the performance or intended performance of any function or duty, or

                                      (ii)    in the exercise or intended exercise of any power,

                                      or

                                 (b)    any neglect, omission or default in the performance or exercise in good faith of any function, duty or power,

in respect of a function, duty or power that has been authorized under section 64 or 66.

(4)  No person or company has any rights or remedies and no proceedings lie or may be brought against any person or company for any act or omission of the last mentioned person or company done or omitted in compliance with Alberta securities laws.

(5)  Subsection (1) does not, by reason of section 5(2) and (3) of the Proceedings Against the Crown Act, relieve the Crown of liability in respect of a tort committed by the Commission or any person referred to in subsection (1) to which the Crown would otherwise be subject, and the Crown is liable under that Act for the tort in a like manner as if subsection (1) had not been enacted.

 

6   Section 223 is amended

                            (a)    in clause (g)(vi) by adding “or a class of persons or companies” after “companies”;

                           (b)    in clause (g.2) by adding “or a company’s” after “person’s”;

                            (c)    in clause (g.3) by adding “or a class of persons or companies” after “companies”;

                           (d)    in clause (j)(vii) by adding “or a class of persons or companies” after “company”;

                            (e)    in clause (k)(xi) by adding “or a class of persons” after “persons”;

                            (f)    in clause (k.1)

                                  (i)    by adding “or class of persons or companies” after “or company”;

                                 (ii)    by repealing subclause (iv) and substituting the following:

                                     (iv)    prescribing different circumstances, periods, principles, persons or companies, or classes of persons or companies, for different classes of securities, issuers or purchasers;

                           (g)    in clause (o)(v) by striking out “class or classes” and substituting “a class”;

                           (h)    in clause (p)(i), (i.1) and (i.2) by striking out “or classes”;

                             (i)    by repealing clause (p)(vii) and substituting the following:

                              (vii)    prescribing requirements in respect of, or in relation to, promoters, advisers, persons or companies, or a class of persons or companies, that administer or participate in the administration of the affairs of mutual funds or non‑redeemable investment funds;

                             (j)    by repealing clause (t)(i) and substituting the following:

                                  (i)    requiring any issuer, person or company or a class of issuer, person or company to comply with any of the requirements of Part 15 or the regulations;

                            (k)    in clause (t)(vi) by adding “or a class of persons or companies” after “company”;

                             (l)    by repealing clause (u) and substituting the following:

                                 (u)    regulating take‑over bids, take‑overs, issuer bids, going‑private transactions, business combinations and related party transactions and, without limiting the generality of the foregoing,

                                        (i)    prescribing requirements for different classes of bids, take‑overs, going‑private transactions, business combinations or related party transactions;

                                      (ii)    prescribing requirements relating to the conduct or management of the affairs of the issuer that is the subject of a take‑over bid, going‑private transaction, business combination or related party transaction, and of its directors and officers, during or in anticipation of the take‑over bid, going‑private transaction, business combination or related party transaction;

                                     (iii)    prohibiting a person or company or a class of persons or companies from purchasing or selling a security before, during or after the effective period of a take‑over bid, or before, during or after a going‑private transaction, business combination or related party transaction;

                                     (iv)    prescribing the disclosure, certification, delivery or dissemination of any circular, notice, report or other document required to be filed or delivered to a person or company;

                                       (v)    prescribing percentages and requirements respecting early warning;

                                     (vi)    prescribing exemptions from the requirements of Part 14 or the regulations;

                          (m)    in clause (v)(viii) by adding “or a class of persons or companies” after “companies”;

                           (n)    in clause (v.1)(ii) by adding “or a class of persons or companies” after “companies”;

                           (o)    in clause (y) by adding “or a class of persons or companies” after “company”;

                           (p)    in clause (z) by adding “or a class of persons or companies” after “company”.