Alberta Queen's Printer:

SECURITIES ACT

Chapter S‑4

Table of Contents

1 Definitions

2 Affiliation

3 Control

4 Subsidiary

5 Beneficial ownership

6 Deemed beneficial ownership

7 Deemed insiders of a mutual fund

7.1 Deemed insiders of an income trust

8 Deemed insiders

9 Special relationships

10 Designation orders

Part 1
Alberta Securities Commission

11 The Alberta Securities Commission

12 Bylaws

13 Chair and Vice‑chair

14 Remuneration

14.1 Continuation in office

15 Acting members of Commission

16 Staff

17 Duties of the Executive Director

18 Duties of the Secretary

19 Financial matters re Commission

20 Annual report

21 Agent of the Crown

22 Delegation of power

23 Sitting in panels

24 Extra‑provincial power of Commission

25 Extra‑provincial commissions

26 Evidence taken outside Alberta

27 Evidence taken in Alberta by other securities regulatory agencies

28 Engaging experts

29 Conduct of hearings

30 Referral by Executive Director

31 Jurisdiction

32 Decision made without a hearing

33 Interim orders

33.1 Late filing of periodic disclosure

34 Orders subject to terms or conditions

35 Appeal from decision

36 Appeals to the Commission

37 Notice of review

38 Appeal to Court of Appeal

39 Policy Advisory Committee

Part 2
Investigations

40 Production of records, etc. to the Executive Director

41 Investigation order

42 Powers of investigators

43 Appointment of experts

44 Report to Executive Director

45 Investigation to be confidential

46 Information

46.1 Prevalence over FOIP

47 Order to freeze property

48 Appointment of receivers, managers, trustees or liquidators

49 Income and liabilities of person or company

50 Powers of a receiver and manager

51 Court order

52 Term of office

53 Fees

54 Directions from the Court

55 Appointment of successor

56 Funds expended by Executive Director

57 Solicitor‑client privilege

Part 3
Record Keeping and Compliance Review

58 Review and examination

59 Recognized exchanges and self‑regulatory organizations

60 Registrants

60.1 Record‑keeping

60.2 Continuous disclosure reviews

Part 4
Exchanges, Self‑regulatory Organizations
and Clearing Agencies

61 Members of exchanges, etc.

62 Recognition of exchange

63 Operation of recognized exchange

64 Recognized self‑regulatory organization

65 Councils, committees, etc.

66 Assignment of duties of the Commission or Executive Director

67 Recognized clearing agency

68 Recognized quotation and trade reporting systems

68.1 Personal information

69 Powers re hearings, etc.

70 Appointment of receivers, managers, trustees or liquidators

71 Acting as an exchange when not so recognized

72 Voluntary surrender of recognition

73 Review

Part 5
Registration

75 Requirement to be registered

75.1 Responsible person

75.2 Duty of care

76 Registration by Executive Director

76.1 Suspension of termination of registration

78 Surrender of registration

82 Further information

Part 7
Trading in Securities and
Exchange Contracts Generally

90 Requirements for confirmation of trade

91 Attendance on or calls to residences

92 Prohibitions respecting representations

93 Prohibited transaction

93.1 Duty to comply with Commission decisions

93.2 Duty to comply with undertaking

93.3 Front running

93.4 Obstruction of justice

94 Dealer as principal

97 Disclosure by registered dealer

98 Provision of risk disclosure statement

99 Use of name

100 Representation or holding out of registration

101 Representations

102 Margin contracts

103 Declaration of short position

104 Rights of beneficial owners

Part 8
Trading in Exchange Contracts

106 Trading on recognized exchange, etc.

107 Form of exchange contract

108 Trading on recognized exchange

109 Recognition of exchange

Part 9
Distribution by Prospectuses

110 Filing prospectus

111 Preliminary prospectus

112 Receipt for preliminary prospectus

113 Prospectus and supplemental material

119 Other forms of prospectus

120 Receipt for prospectus

122 Distribution of previously issued securities

Part 10
Distribution Generally

123 Distribution of material

126 Defective preliminary prospectus

127 Material given on distribution

128 Order to cease trading

129 Obligation to deliver prospectus

130 Revocation of purchase

Part 11
Exemptions from Prospectus Requirements

141 Reporting issuer — default

144 Discretionary exemptions

145 Reporting issuer by declaration

Part 12
Continuous Disclosure

146 Disclosure generally

147 Disclosure of material fact or change

153 Deemed not to be a reporting issuer

Part 13
Proxies and Proxy Solicitations

157 Voting — proxies

157.1 Proxies and information circular

Part 14
Take‑over Bids and Issuer Bids

158 Interpretation

159 Making a bid

160 Directors’ or director’s or officer’s recommendation

179 Applications to the Commission

180 Applications to the Court

Part 15
Insider Trading and Self‑dealing

181 Interpretation

182 Reports of insider

182.1 Early warning

183 Report of a legal owner

184 Interpretation

185 Loans and investments of mutual funds

186 Indirect investment

188 Permitted investment — mutual fund

189 Fees on investment

191 Filing by management companies

193 Trades by mutual fund insiders

193.1 Authorized exceptions to prohibitions

193.2 Oversight, etc., of investment funds

Part 16
Enforcement

194 General offences and penalties

195 Interpretation

196 Extra‑provincial warrant

197 Declaration of non‑compliance

198 Cease trading order, etc.

199 Administrative penalty

200 Filing decision with Court

201 Limitation period

202 Payments of costs

Part 17
Civil Liability

203 Civil liability — prospectus

204 Civil liability — offering memorandum

205 Civil liability — circular

205.1 Defence to liability for misrepresentation

206 Liability of dealer, offeror or issuer

207 Liability — material fact or change

208 Action by the Executive Director

209 Rescission of contract

209.1 Rescission re offering memorandum

210 Rescission by purchaser — mutual fund

211 Limitation period

Part 17.01
Civil Liability for Secondary
Market Disclosure

211.01 Definitions

211.02 Application

211.03 Liability for secondary market disclosure

Burden of Proof and Defences

211.04 Non‑core documents and public oral statements

Damages

211.05 Assessment of damages

211.06 Proportionate liability

211.07 Limits on damages

Procedural Matters

211.08 Leave to proceed

211.09 Notice

211.091 Restriction on discontinuation, etc. of action

211.092 Costs

211.093 Power of the Commission

211.094 No derogation from other rights

211.095 Limitation period

Part 17.1
Interjurisdictional Co‑operation

211.1 Definitions

211.2 Delegation and acceptance of authority

211.3 Subdelegation

211.4 Adoption or incorporation of extra‑provincial
securities laws

211.41 Exemptions

211.5 Exercise of discretion, interprovincial reliance

211.6 Regulations

211.7 Immunity re Alberta authority

211.8 Immunity re extra‑provincial authority

211.9 Appeal re extra‑provincial decision

211.91 Appeal re decision of the Commission

Part 18
General Provisions

213 General exemption

214 Revoke or vary decisions

215 Self‑incrimination

216 Requirement to disclose personal information

217 Sending of documents

218 Admissibility of certified statements

219 Applications to a court

220 Service on Commission

221 Filing and confidentiality

221.1 Misleading information

222 Immunities

223 Lieutenant Governor in Council regulations

224 Commission rules

224.1 Changes to unpublished rules

225 Publication of rules

226 Evidence re rule

227 Application of regulations and rules

228 Incorporation by reference

229 Exemption from a regulation or rule

231 Transitional provision

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

Definitions

1 In this Act,

(a) “adviser” means a person or company engaging in or holding itself out as engaging in the business of advising in securities or exchange contracts;

(a.1) “advising in securities or exchange contracts” includes giving, offering or agreeing to give advice to another person or company about investing in or buying or selling securities or exchange contracts;

(b) “Alberta securities laws” means this Act, the regulations and any decisions made by the Commission or the Executive Director and any extra‑provincial securities laws adopted or incorporated by reference under section 211.4;

(i) an issuer of which the person or company beneficially owns or controls, directly or indirectly, voting securities entitling the person or company to more than 10% of the voting rights attached to outstanding securities of the issuer,

(ii) any partner of the person or company,

(iii) any trust or estate in which the person or company has a substantial beneficial interest or in respect of which a person or company serves as trustee or in a similar capacity,

(iv) in the case of a person, a relative of that person, including

(A) the spouse or adult interdependent partner of that person, or

(B) a relative of the person’s spouse or adult interdependent partner

if the relative has the same home as that person;

(d) repealed 2006 c30 s2;

(e) “Chair” means the Chair of the Commission;

(f) “clearing agency” means a person or company that,

(i) with respect to trades in securities, acts as an intermediary in paying funds or delivering securities, or both,

(ii) provides centralized facilities through which trades in securities or exchange contracts are cleared, or

(iii) provides centralized facilities as a depository of securities,

but does not include an exchange, a quotation and trade reporting system or a registered dealer;

(g) “Commission” means the Alberta Securities Commission;

(h) “commodity” means

(i) any good, article, service, right or interest of which any unit is, from its nature or by mercantile custom, treated as the equivalent of any other unit;

(ii) the currency of any jurisdiction;

(iii) any gem, gemstone or other precious stone;

(iv) any other good, article, service, right or interest, or a class of any of these, designated as a commodity pursuant to an order made under section 10;

(i) “company” means any corporation, incorporated association, incorporated syndicate or other incorporated organization;

(j) “contract” includes a trust agreement, declaration of trust or other similar instrument;

(k) “contractual plan” means any contract or other arrangement for the purchase of shares or units of a mutual fund

(i) by payments over a specified period, or

(ii) by a specified number of payments,

if the amount deducted from any one of the payments as sales charges is larger than the amount that would have been deducted from the payment for sales charges had the deduction been made from each payment at a constant rate for the duration of the plan;

(l) “control person” means

(i) a person or company who holds a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer, and if a person or company holds more than 20% of the voting rights attached to all outstanding voting securities of an issuer, the person or company is deemed, in the absence of evidence to the contrary, to hold a sufficient number of the voting rights to affect materially the control of the issuer, or

(ii) each person or company in a combination of persons or companies acting in concert by virtue of an agreement, arrangement, commitment or understanding, who holds in total a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer, and if a combination of persons or companies holds more than 20% of the voting rights attached to all outstanding voting securities of an issuer, the combination of persons or companies is deemed, in the absence of evidence to the contrary, to hold a sufficient number of the voting rights to affect materially the control of the issuer;

(m) “dealer” means a person or company engaging in or holding itself out as engaging in the business of dealing in securities or exchange contracts;

(m.1) “dealing in securities or exchange contracts” includes

(i) trading a security or exchange contract as principal or agent;

(ii) acquiring a security or exchange contract as principal or agent or any act, advertisement, solicitation, conduct or negotiation directly or indirectly in furtherance of this activity;

(iii) acting as an underwriter;

(n) “decision”, when used in relation to the Commission or the Executive Director, means a direction, decision, order, ruling or other requirement made by the Commission or the Executive Director, as the case may be, under a power or right conferred by this Act or the regulations or under a delegation or other transfer of an extra‑provincial authority under section 211.2;

(o) “director” means a director of a company or an individual performing a similar function or occupying a similar position for a company or for any other person;

(p) “distribution”, when used in relation to trading in securities, means

(i) a trade in securities of an issuer that have not been previously issued,

(ii) a trade by or on behalf of an issuer in previously issued securities of that issuer that have been redeemed or purchased by or donated to that issuer,

(iii) a trade in previously issued securities of an issuer from the holdings of a control person,

(iv) a trade by or on behalf of an underwriter in securities that were acquired by that underwriter, acting as underwriter, prior to February 1, 1982 if those securities continue on February 1, 1982 to be owned by or for that underwriter, so acting,

(v) a distribution referred to under the regulations,

(vi) a trade or an intended trade deemed to be a distribution under section 144(2), or

(vii) a transaction or series of transactions involving a purchase and sale or a repurchase and resale in the course of or incidental to a distribution referred to in subclauses (i) to (v);

(q) “distribution company” means a person or company distributing securities under a distribution contract;

(r) “distribution contract” means a contract between a mutual fund or its trustees or other legal representative and a person or company under which the person or company is granted the right to

(i) purchase the shares or units of the mutual fund for distribution, or

(ii) distribute the shares or units of the mutual fund on behalf of the mutual fund;

(s) “exchange contract” means a futures contract or an option where

(i) its performance is guaranteed by a clearing agency, and

(ii) it is traded on an exchange pursuant to standardized terms and conditions set out in the bylaws, rules or regulations of that exchange at a price agreed on when the futures contract or option is entered into on the exchange,

and includes any instrument or class of instruments that

(iii) meets the requirements referred to in subclauses (i) and (ii), and

(iv) is designated as an exchange contract by an order of the Commission;

(t) “Executive Director” means the Executive Director of the Commission;

(u) “extra‑provincial commission” means a board, commission or other agency established by another jurisdiction that performs a similar function in that jurisdiction that the Alberta Securities Commission performs in Alberta;

(v) “financial institution” means a bank, loan corporation, trust corporation, treasury branch or credit union;

(w) “form of proxy” means a written or printed form that, on completion and execution by or on behalf of a security holder, becomes a proxy;

(w.1) “forward‑looking information” means disclosure regarding possible events, conditions or results of operations that is based on assumptions about future economic conditions and courses of action, and includes future‑oriented financial information with respect to prospective results of operations, financial position or cash flows that is presented either as a forecast or a projection;

(x) “futures contract” means any obligation to make or take future delivery of

(i) a commodity,

(ii) a security, or

(iii) cash if the amount of cash is derived from, or by reference to, a variable, including

(A) a price or quote for a commodity or security,

(B) an interest rate,

(D) an index or benchmark,

but does not include an obligation or a class of obligations that is designated not to be a futures contract pursuant to an order made under section 10;

(y) “hearing” means a hearing of a matter before the Commission or the Executive Director, as the case may be, and includes a review of a matter by the Commission or the Executive Director, as the case may be;

(z) “individual” means a natural person, but does not include

(i) a partnership, unincorporated association, unincorporated syndicate, unincorporated organization or a trust, or

(ii) a natural person in the person’s capacity as trustee, executor, administrator or other legal representative;

(aa) “insider” means

(i) a director or officer of an issuer,

(ii) a director or officer of a person or company that is itself an insider or subsidiary of an issuer,

(iii) a person or company that has

(A) beneficial ownership of, or control or direction over, directly or indirectly, or

(B) a combination of beneficial ownership of and control or direction over, directly or indirectly,

securities of an issuer carrying more than 10% of the voting rights attached to all the issuer’s outstanding voting securities, excluding, for the purpose of the calculation of the percentage held, any securities held by the person or company as underwriter in the course of a distribution,

(iv) an issuer that has purchased, redeemed or otherwise acquired a security of its own issue, for so long as it continues to hold that security,

(v) a person designated as an insider in an order made under section 10, or

(vi) a person that is in a prescribed class of persons;

(bb) “insurance company” means an insurer as defined in the Insurance Act that is licensed under that Act;

(bb.1) “investment fund” means a mutual fund or a non‑redeemable investment fund;

(bb.2) “investment fund manager” means a person or company who has the power to direct and exercises the responsibility of directing the affairs of an investment fund;

(cc) “issuer” means a person or company that

(i) has outstanding securities,

(ii) is issuing securities, or

(iii) proposes to issue securities;

(dd) “management company” means a person or company that provides investment advice under a management contract;

(ee) “management contract” means a contract under which, for valuable consideration, a mutual fund is provided with investment advice, alone or together with administrative or management services;

(ff) “material change” means,

(i) if used in relation to an issuer other than an investment fund,

(A) a change in the business, operations or capital of the issuer that would reasonably be expected to have a significant effect on the market price or value of a security of the issuer, or

(B) a decision to implement a change referred to in paragraph (A) made by the directors of the issuer, or by senior management of the issuer who believe that confirmation of the decision by the directors is probable,

and

(ii) if used in relation to an issuer that is an investment fund,

(A) a change in the business, operations or affairs of the issuer that would be considered important by a reasonable investor in determining whether to purchase or to continue to hold a security of the issuer, or

(B) a decision to implement a change referred to in paragraph (A) made

(I) by the directors of the issuer or the directors of the investment fund manager of the issuer,

(II) by senior management of the issuer who believe that confirmation of the decision by the directors is probable, or

(III) by senior management of the investment fund manager of the issuer who believe that confirmation of the decision by the directors of the investment fund manager of the issuer is probable;

(gg) “material fact”, when used in relation to securities issued or proposed to be issued, means a fact that would reasonably be expected to have a significant effect on the market price or value of the securities;

(hh) “Minister” means the Minister determined under section 16 of the Government Organization Act as the Minister responsible for this Act;

(ii) “misrepresentation” means

(i) an untrue statement of a material fact, or

(ii) an omission to state a material fact that is required to be stated, or

(iii) an omission to state a material fact that is necessary to be stated in order for a statement not to be misleading;

(jj) “mutual fund” means

(i) an issuer whose primary purpose is to invest money provided by its security holders and whose securities entitle the holder to receive on demand, or within a specified period after demand, an amount computed by reference to the value of a proportionate interest in the whole or in part of the net assets, including a separate fund or trust account, of the issuer, or

(ii) an issuer that is designated as a mutual fund under section 10 or in accordance with the regulations,

but does not include an issuer, or class of issuers, that is designated under section 10 not to be a mutual fund;

(jj.1) “non‑redeemable investment fund” means

(i) an issuer

(A) whose primary purpose is to invest money provided by its security holders,

(B) that does not invest

(I) for the purpose of exercising or seeking to exercise control of an issuer, other than an issuer that is a mutual fund or a non‑redeemable investment fund, or

(II) for the purpose of being actively involved in the management of any issuer in which it invests, other than an issuer that is a mutual fund or a non‑redeemable investment fund,

and

(ii) an issuer that is designated as a non‑redeemable investment fund under section 10 or in accordance with the regulations,

but does not include an issuer, or class of issuers, that is designated under section 10 not to be a non‑redeemable investment fund;

(kk) “offering memorandum” means an offering memorandum that is required to be delivered under Alberta securities laws;

(ll) “officer”, with respect to an issuer or registrant, means

(i) a chair or vice-chair of the board of directors, a chief executive officer, chief operating officer, chief financial officer, president, vice-president, secretary, assistant secretary, treasurer, assistant treasurer and general manager,

(ii) an individual who is designated as an officer under a bylaw or similar authority of the issuer or registrant, and

(iii) an individual who performs functions for a person or company similar to those normally performed by an individual referred to in subclause (i) or (ii);

(mm) “person” means an individual, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, trustee, executor, administrator or other legal representative;

(nn) repealed 2008 c26 s2;

(oo) “portfolio securities” means securities held or proposed to be purchased by a mutual fund;

(pp) repealed 2003 c32 s2;

(qq) repealed 2006 c30 s2;

(rr) “promoter” means

(i) a person or company, acting alone or in conjunction with one or more other persons or companies or a combination of them, that, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the issuer, or

(ii) a person or company that, directly or indirectly, receives in consideration of services or property, or both,

(A) 10% or more of any class of securities of the issuer, or

(B) 10% or more of the proceeds from the sale of any class of securities of a particular issue,

in connection with the founding, organizing or substantial reorganizing of the business of the issuer, but does not include a person or company that receives securities or proceeds solely

(D) in consideration of property transferred to the issuer,

if that person or company does not otherwise take part in founding, organizing or substantially reorganizing the business;

(ss) repealed 2008 c26 s2;

(tt) “proxy” means a completed and executed form of proxy by which a security holder has appointed a person or company as the security holder’s nominee to attend and act on the security holder’s behalf at a meeting of security holders;

(uu) “quotation and trade reporting system” means a person or company that operates facilities that permit the dissemination of price quotations for the purchase and sale of securities and reports of completed transactions in securities for the exclusive use of registered dealers, but does not include an exchange or a registered dealer;

(vv) “recognized clearing agency” means a clearing agency recognized by the Commission under section 67;

(ww) “recognized exchange” means an exchange recognized by the Commission under section 62;

(xx) “recognized quotation and trade reporting system” means a quotation and trade reporting system recognized by the Commission under section 68(1);

(yy) “recognized self‑regulatory organization” means a self‑regulatory organization recognized by the Commission under section 64;

(zz) “records” include

(i) an account, book, return, statement, report, financial document or other memorandum of financial or non‑financial information whether in writing or in electronic form or represented or reproduced by any other means, and

(ii) the results of the recording of details of electronic data processing systems and programs to illustrate what the systems and programs do and how they operate;

(aaa) “registrant” means a person or company registered or required to be registered under this Act or the regulations;

(bbb) “regulations” means the regulations made under this Act and, unless the context otherwise indicates, includes the rules;

(ccc) “reporting issuer” means an issuer

(i) that has issued voting securities on or after October 1, 1967 in respect of which a prospectus was filed and a receipt for it obtained under a predecessor of this Act or in respect of which a securities exchange take‑over bid circular was filed under a predecessor of this Act,

(ii) that has

(A) filed a prospectus for which the Executive Director has issued a receipt under this Act, or

(B) filed a securities exchange take-over bid circular under this Act on or before June 1, 1999,

(iii) any of whose securities have been at any time since February 1, 1982 listed and posted for trading on an exchange recognized under section 62 by the Commission regardless of when the listing and posting for trading commenced,

(iv) that has exchanged its securities with another issuer or with the holders of the securities of that other issuer in connection with an amalgamation, merger, reorganization, arrangement or similar transaction if one of the parties to the amalgamation, merger, reorganization, arrangement or similar transaction was a reporting issuer at the time of the amalgamation, merger, reorganization, arrangement or similar transaction;

(v) that the Commission has declared to be a reporting issuer under section 145;

(ddd) “rules” means the rules made by the Commission under section 224 or under section 211.6(2);

(eee) repealed 2007 c10 s2;

(fff) “Secretary” means the Secretary of the Commission and includes any person appointed by the Commission to act in the place of the Secretary;

(ggg) “security” includes

(i) any document, instrument or writing commonly known as a security;

(ii) any document constituting evidence of title to or interest in the capital, assets, property, profits, earnings or royalties of any person or company;

(iii) any document constituting evidence of an interest in an association of legatees or heirs;

(iv) any document constituting evidence of an option, subscription or other interest in or to a security;

(v) any bond, debenture, note or other evidence of indebtedness, share, stock, unit, unit certificate, participation certificate, certificate of share or interest, preorganization certificate or subscription other than

(A) a contract of insurance issued by an insurance company, or

(B) an evidence of deposit issued by a financial institution;

(vi) any agreement under which the interest of the purchaser is valued for purposes of conversion or surrender by reference to the value of a proportionate interest in a specified portfolio of assets other than a contract issued by an insurance company that provides for payment at maturity of an amount of not less than 3/4 of the premiums paid by the purchaser for a benefit payable at maturity;

(vii) any agreement under which money received will be repaid or treated as a subscription to shares, stock, units or interests at the option of the recipient or of any person or company;

(viii) any certificate of share or interest in a trust, estate or association;

(ix) any profit‑sharing agreement or certificate;

(x) any certificate of interest in an oil, natural gas or mining lease, claim or royalty voting trust certificate;

(xi) any oil or natural gas royalties or leases or fractional or other interest in them;

(xii) any collateral trust certificate;

(xiii) any income or annuity contract not issued by an insurance company;

(xiv) any investment contract;

(xv) any document constituting evidence of an interest in a scholarship or educational plan or trust,

(xvi) any item or thing not referred to in subclauses (i) to (xv) that is a futures contract or option but is not an exchange contract,

whether or not any of them relate to an issuer or proposed issuer, but does not include an exchange contract;

(hhh) “self-regulatory organization” means a person or company that is organized for the purpose of regulating the operations and the standards of practice and business conduct of its members;

(iii) repealed 2006 c30 s2;

(jjj) “trade” includes

(i) any sale or disposition of a security for valuable consideration, whether the terms of payment are on margin, instalment or otherwise, but does not include

(A) a purchase of a security, or

(B) except as provided in subclause (v), a transfer, pledge or encumbrance of securities for the purpose of giving collateral for a bona fide debt;

(ii) any entering into a futures contract or an option that is an exchange contract;

(iii) any participation as a trader in any transaction in a security or an exchange contract through the facilities of an exchange or a quotation and trade reporting system;

(iv) any receipt by a registrant of an order to buy or sell a security or an exchange contract;

(v) any transfer, pledge or encumbrancing of securities of an issuer from the holdings of a control person for the purpose of giving collateral for a bona fide debt;

(vi) any act, advertisement, solicitation, conduct or negotiation made directly or indirectly in furtherance of anything referred to in subclauses (i) to (v);

(kkk) “underwriter” means a person or company that,

(i) as principal, agrees to purchase securities with a view to distribution, or

(ii) as agent, offers for sale or sells securities in connection with a distribution,

and includes a person or company that has a direct or indirect participation in the distribution, but does not include,

(iii) a person or company whose interest in the transaction is limited to receiving the usual and customary distributor’s or seller’s commission payable by an underwriter or issuer,

(iv) a mutual fund that, under the laws of the jurisdiction to which it is subject, accepts its shares or units for surrender and resells them,

(v) a company that, under the laws of the jurisdiction to which it is subject, purchases its shares and resells them, or

(vi) a bank listed in Schedule I, II or III of the Bank Act (Canada) with respect to the securities described in the regulations and to those banking transactions designated by the regulations;

(lll) “voting security” means any security other than a debt security of an issuer carrying a voting right under all circumstances or under some circumstances that have occurred and are continuing.

RSA 2000 cS‑4 s1;RSA 2000 cI‑3 s869;2002 cA‑4.5 s73;
2003 c32 s2;2004 cI‑1.5 s5;2005 c18 s2;2006 c30 s2;
2007 c10 s2;2008 c26 s2

Affiliation

2 An issuer is affiliated with another issuer if one of them is the subsidiary of the other or if each of them is controlled by the same person or company.

1981 cS‑6.1 s2

Control

3 A person or company is considered to control another person or company if the person or company, directly or indirectly, has the power to direct the management and policies of the other person or company by virtue of

(a) the ownership or direction of voting securities of the other person or company,

(b) a written agreement or trust instrument,

(d) being the trustee of the other person or company.

RSA 2000 cS‑4 s3;2004 cI‑1.5 s5

Subsidiary

4 A subsidiary is an issuer that is controlled by another issuer.

1981 cS‑6.1 s4

Beneficial ownership

5 A person is deemed to beneficially own securities that are beneficially owned

(a) by an issuer controlled by that person or by an affiliate of that issuer,

(b) by an affiliate of that person, or

RSA 2000 cS‑4 s5;2005 c18 s3

Deemed beneficial ownership

6 An issuer is deemed to beneficially own securities that are beneficially owned by its affiliates.

RSA 2000 cS‑4 s6;2005 c18 s4

Deemed insiders of a mutual fund

7 The following are deemed to be an insider of a mutual fund:

(a) every management company of a mutual fund that is a reporting issuer;

(b) every distribution company of a mutual fund that is a reporting issuer;

1981 cS‑6.1 s7

Deemed insiders of an income trust

7.1(1) In this section,

(a) “income trust” means an Alberta income trust as defined in the Income Trusts Liability Act;

(b) “operating entity” means a person or company with an underlying business or assets owned in whole or in part by an income trust for the purposes of generating cash flow;

(2) The following are deemed to be an insider of an income trust:

(a) every operating entity of the income trust;

(b) every manager of the income trust;

(c) if an operating entity or a manager is not a reporting issuer, every person or company who would be an insider of the operating entity or the manager if the operating entity or the manager were a reporting issuer.

2004 cI‑1.5 s5

Deemed insiders

8(1) If an issuer becomes an insider of a reporting issuer, every director or officer of the issuer is deemed to have been an insider of the reporting issuer for the previous 6 months or for that shorter period during which the director or officer was a director or officer of the issuer.

(2) If a reporting issuer becomes an insider of any other reporting issuer, every director or officer of the second‑mentioned reporting issuer is deemed to have been an insider of the first‑mentioned reporting issuer for the previous 6 months or for that shorter period during which the director or officer was a director or officer of the second‑mentioned reporting issuer.

RSA 2000 cS‑4 s8;2007 c10 s3

Special relationships

9 A person or company is in a special relationship with a reporting issuer if

(a) the person or company is an insider, affiliate or associate of

(i) the reporting issuer,

(ii) a person or company that is proposing to make a take‑over bid, as defined in Part 14, for the securities of the reporting issuer, or

(iii) a person or company that is proposing

(A) to become a party to a reorganization, amalgamation, merger or arrangement or a similar business combination with the reporting issuer, or

(B) to acquire a substantial portion of the property of the reporting issuer;

(b) the person or company has engaged, is engaging or proposes to engage in any business or professional activity with or on behalf of

(i) the reporting issuer, or

(ii) a person or company described in clause (a)(ii) or (iii);

(i) the reporting issuer, or

(ii) a person or company described in clause (a)(ii) or (iii) or (b);

(d) the person or company learned of a material fact or material change with respect to the reporting issuer while the person or company was a person or company described in clause (a), (b) or (c);

(e) the person or company

(i) learns of a material fact or material change with respect to the reporting issuer from any other person or company described in this section, including a person or company described in this clause, and

(ii) knows or ought reasonably to know that the other person or company is a person or company in a special relationship with the reporting issuer.

1981 cS‑6.1 s9;1989 c19 s2

Designation orders

10(1) The Commission may, if the Commission considers that it would not be prejudicial to the public interest to do so, make an order designating

(a) a good, article, service, right or interest, or a class of those, as a commodity,

(b) a futures contract, or a class of futures contracts, not to be a futures contract,

(d) an issuer or a class of issuers to be, or not to be, a mutual fund,

(e) an issuer or a class of issuers to be, or not to be, a non‑redeemable investment fund, and

(f) an issuer or a class of issuers to be, or not to be, a reporting issuer.

(2) An order made under subsection (1) may be made by the Commission on its own motion or on the application of an interested person or company.

RSA 2000 cS‑4 s10;2004 cI‑1.5 s5;2005 c18 s5

Part 1
Alberta Securities Commission

The Alberta Securities Commission

11(1) The Alberta Securities Commission is continued and is responsible for the administration of Alberta securities laws.

(2) The Commission is a corporation consisting of the members of the Commission appointed by the Lieutenant Governor in Council.

(3) The Commission has, for the purposes of carrying out its functions and duties under this or any other enactment, the capacity and the rights, powers and privileges of a natural person.

RSA 2000 cS‑4 s11;2008 c26 s19

Bylaws

12(1) The Commission may make bylaws governing the administration and management of the business and affairs of the Commission.

(2) The Regulations Act does not apply to a bylaw made under this section.

1995 c28 s4

Chair and Vice-chair

13(1) The Lieutenant Governor in Council

(a) shall designate one of the members of the Commission as the Chair of the Commission,

(b) may designate one or more members of the Commission as a Vice‑chair of the Commission, and

(c) may designate one of the members of the Commission as the lead independent member, with the powers, duties and functions prescribed by the Lieutenant Governor in Council.

(1.1) The lead independent member may not be the Chair or a Vice‑chair of the Commission.

(2) The Chair is the chief executive officer of the Commission.

(3) If the office of the Chair is vacant or if the Chair is absent or unable to act for any reason, a Vice‑chair shall serve as Chair.

RSA 2000 cS‑4 s13;2003 c32 s3;2005 c18 s6

Remuneration

14 The remuneration payable to the Chair, Vice‑chair and members of the Commission shall be set by the Commission, subject to the approval of the Minister.

RSA 2000 cS‑4 s14;2005 c18 s7

Continuation in office

14.1(1) If a member of the Commission resigns or a member’s appointment expires, the Chair may authorize that individual to continue to exercise powers as a member of the Commission in any proceeding over which that member had jurisdiction immediately before the end of that member’s term.

(2) An authorization under subsection (1) continues until a final decision in that proceeding is made.

(3) Section 14 applies to a person who performs duties under subsection (1).

2005 c18 s8

Acting members of Commission

15(1) The Lieutenant Governor in Council may from time to time nominate one or more persons from among whom acting members of the Commission may be selected.

(2) When in the Chair’s opinion it is necessary or desirable for the proper and expeditious performance of the Commission’s duties, the Chair may name a person nominated under subsection (1) as an acting member of the Commission for a period of time, during any circumstance or for the purpose of any matter before the Commission.

(3) An acting member has, during the period, under the circumstances or for the purpose for which the person is named an acting member, all the powers, and may perform all duties, of a member of the Commission.

1988 c7 s1(4);1995 c28 s6

Staff

16 The Commission may

(a) appoint

(i) an Executive Director of the Commission,

(ii) a Secretary of the Commission, and

(iii) any other employees that it considers necessary,

and

(b) obtain the services of persons having technical or professional knowledge required by the Commission in connection with its business.

1988 c7 s1(4);1995 c28 s7

Duties of the Executive Director

17(1) The Executive Director is the chief administrative officer of the Commission.

(2) The Executive Director may authorize an employee of the Commission to do any act or thing required or permitted to be done by the Executive Director under this Act, the regulations or any other Act.

(3) An authorization under subsection (2) may be

(a) general or applicable to a particular case, and

(b) conditional or unconditional.

(4) Notwithstanding that the Executive Director has given an authorization under this section, the Executive Director may do the act or thing in respect of which the authorization was given.

1995 c28 s7

Duties of the Secretary

18(1) The Secretary is responsible for carrying out the duties imposed on the Secretary by this Act, the regulations, any other Act or the Commission.

(2) The Secretary may

(a) accept service of all notices and other documents on behalf of the Commission,

(b) when required, provide to the Court of Appeal the record of proceedings held before the Commission, and

(c) certify any decision made by the Commission or the Executive Director or any document, record or thing used in connection with a hearing or other proceeding.

(3) A certificate purporting to be signed by the Secretary is, without proof of the office or signature, admissible in evidence, so far as it is relevant, for all purposes in any action, hearing, prosecution or other proceeding.

1995 c28 s7

Financial matters re Commission

19(1) All fees, costs, administrative penalties under section 199, settlement money and other revenue arising with respect to the administration of Alberta securities laws or any other enactments administered by the Commission are the revenues of the Commission.

(2) All money from any source that is received by and all money that is payable to the Commission belongs to the Commission.

(3) Any income earned from the money of the Commission accrues to and belongs to the Commission.

(4) The Commission

(a) shall open and operate bank accounts in its own name and shall deposit all money received by the Commission into those bank accounts;

(b) shall from the money received by the Commission make disbursements and pay all of the expenditures, debts and liabilities incurred by the Commission;

(d) may invest money for the purposes of carrying out its business;

(e) may be a participant under section 40 of the Financial Administration Act.

(5) Notwithstanding subsections (1) and (2), money that is received by the Commission from administrative penalties under section 199 may be expended only for the purposes of educating investors and promoting or otherwise enhancing knowledge and information of persons regarding the operation of the securities and financial markets.

RSA 2000 cS‑4 s19;2003 c32 s4;2004 c7 s19;2008 c26 s19

Annual report

20(1) The Commission shall, after the end of the Commission’s fiscal year, prepare and deliver to the Minister a report consisting of

(a) a summary of the nature and number of

(i) filings under this Act and the regulations,

(ii) registrations under this Act and the regulations, and

(iii) enforcement proceedings taken under this Act and the regulations,

(b) a general commentary on the law concerning securities and exchange contracts and on the practice and development of that law,

(d) audited financial statements, and

(e) other information as requested by the Minister or Lieutenant Governor in Council.

(2) On receiving a report delivered to the Minister under subsection (1), the Minister shall,

(a) if the Legislative Assembly is sitting when the report is received by the Minister, lay the report before the Assembly, or

(b) if the Legislative Assembly is not sitting when the report is received by the Minister, lay the report before the Assembly within 15 days after the commencement of the sitting next following the receipt of the report.

1995 c28 s7;2000 c17 s4

Agent of the Crown

21(1) The Commission is for the purposes of this Act and the regulations an agent of the Crown in right of Alberta, and the powers of the Commission provided for under this Act and the regulations may be exercised by the Commission only as an agent of the Crown.

(2) An action or other legal proceedings in respect of a right or obligation acquired or incurred by the Commission on behalf of the Crown in right of Alberta, whether in the name of the Commission or in the name of the Crown in right of Alberta, may be brought by or taken against the Commission in the name of the Commission in any court that would have jurisdiction if the Commission were not an agent of the Crown.

1995 c28 s7;2000 c17 s5

Delegation of power

22(1) The Commission may authorize in writing any member of the Commission, including the Chair or a Vice‑chair, to do any act or thing required or permitted to be done by the Commission under this Act, the regulations or any other Act.

(2) Where a member of the Commission is authorized to do any act or thing under subsection (1), any decision made by that member in respect of that act or thing has the same force and effect as if the decision were made by the Commission.

(3) For the purposes of sections 144, 145, 153 and 212(2) of this Act, sections 1(7), 229(2) and 244(2) of the Cooperatives Act and sections 3(3), 156(2) and 171(3) of the Business Corporations Act, the Chair, a Vice‑chair or any member of the Commission may, unless otherwise requested by the applicant, act alone in exercising and performing the powers and duties of the Commission.

(4) The Commission may authorize in writing the Executive Director or any other individual employed by the Commission to do any act or thing required or permitted to be done by the Commission under this Act, the regulations or any other Act.

(5) A written authorization made under subsection (1) or (4) may be

(a) general or applicable to a particular case, and

(b) conditional or unconditional.

(6) Notwithstanding that the Commission has given an authorization under this section, the Commission may do the act or thing in respect of which the authorization was given.

(7) Notwithstanding anything in this section, the Commission shall not make an authorization under this section authorizing one or more members of the Commission or the Executive Director to make rules.

RSA 2000 cS‑4 s22;2001 cC‑28.1 s469;2006 c30 s5;2008 c26 s3

Sitting in panels

23(1) The Chair may designate 2 or more members of the Commission to sit as a panel of the Commission and may direct the panel to conduct any hearing, review, inquiry or other proceeding that the Commission itself could conduct under this Act or the regulations or any other enactments.

(2) Two members constitute a quorum at a sitting of a panel of the Commission.

(3) A decision or other action made or taken at a sitting of a panel of the Commission at which a quorum is present is the decision or action of the Commission and binds all members of the Commission.

(4) A panel of the Commission has, with respect to its duties, the same jurisdiction as that of the Commission and may exercise and perform all the powers of the Commission under this or any other Act with respect to a hearing, review, inquiry or other proceeding that it is directed to conduct and for that purpose any reference in this or any other Act to the Commission is deemed to be a reference to a panel of the Commission.

(5) The Chair may designate a member of a panel of the Commission to preside at any sitting of the panel at which the Chair is not present.

(6) A panel of the Commission shall conduct its sittings separately from those of another panel of the Commission being conducted at the same time.

(7) Where a hearing, inquiry or other proceeding is conducted by a panel of the Commission and one or more members of the panel do not for any reason attend on any day or part of a day, the remaining members present may, if they constitute a quorum of the panel, continue with the hearing, inquiry or proceeding.

1981 cS‑6.1 s15;1988 c7 s1(41);1995 c28 s8;2000 c17 s6

Extra-provincial power of Commission

24(1) Where permitted to do so by another jurisdiction,

(a) the Commission is, with respect to any matter coming under the purview of the Commission by virtue of this Act, empowered to exercise and perform those powers and duties in that other jurisdiction that the Commission can exercise and perform in Alberta, and

(b) the Executive Director is, with respect to any matter coming under the purview of the Executive Director by virtue of this Act, empowered to exercise and perform those powers and duties in that other jurisdiction that the Executive Director can exercise and perform in Alberta.

(2) The Commission, in conjunction with an extra‑provincial commission or an official of an extra‑provincial commission, may hold hearings outside Alberta with respect to any matter that would be within the jurisdiction of the Commission if the hearing were held in Alberta.

(3) The Executive Director, in conjunction with an extra‑provincial commission or an official of an extra‑provincial commission, may hold hearings outside Alberta with respect to any matter that would be within the jurisdiction of the Executive Director if the hearing were held in Alberta.

1981 cS‑6.1 s16;1988 c7 s1(5);1995 c28 s62

Extra-provincial commissions

25(1) An extra‑provincial commission or an official of an extra‑provincial commission may hold hearings together with

(a) the Commission with respect to any matter coming within the jurisdiction of the Commission, or

(b) the Executive Director with respect to any matter coming within the jurisdiction of the Executive Director.

(2) For the purpose of holding a hearing under this section,

(a) any powers to be exercised

(i) in respect of a hearing held with the Commission shall be exercised by the Commission, and

(ii) in respect of a hearing held with the Executive Director shall be exercised by the Executive Director,

and

(b) section 29 applies as if the matter being heard were being heard solely by the Commission or the Executive Director, as the case may be.

(3) When a hearing is held under this section, only those decisions made by the Commission or the Executive Director, as the case may be, shall be implemented within Alberta.

1981 cS‑6.1 s17;1988 c7 s1(5);1995 c28 s62

Evidence taken outside Alberta

26(1) The Commission or the Executive Director may apply to the Court of Queen’s Bench for an order

(a) appointing a person to take the evidence of a witness outside Alberta for use in an investigation or hearing before the Commission, and

(b) providing for the issuance of a written request directed to the judicial authorities of the jurisdiction in which the witness is to be found for the issuance of any process as is necessary

(i) to compel the person to attend to give testimony on oath or otherwise before the person appointed under clause (a), and

(ii) to produce documents, records and things relevant to the subject‑matter of the investigation or hearing.

(2) The practice and procedure in connection with

(a) an appointment under this section,

(b) the taking of evidence, and

shall, to the extent possible, be the same as those that govern similar matters in civil proceedings in the Court of Queen’s Bench in Alberta.

(3) Unless the Court otherwise provides, the making of an order under subsection (1) does not determine whether evidence obtained pursuant to the order is admissible in a hearing before the Commission.

(4) Nothing in this section shall be construed so as to limit any power that the Commission may have to obtain evidence outside Alberta by any other means including under any other enactment or by the operation of law.

1995 c28 s9

Evidence taken in Alberta by other securities regulatory agencies

27(1) Where

(a) a securities commission or other body is empowered by statute to administer or regulate securities in a jurisdiction outside Alberta, and

(b) the Court of Queen’s Bench in Alberta is satisfied that a court or tribunal of competent jurisdiction in a jurisdiction outside Alberta has properly authorized that securities commission or other body to obtain testimony and evidence in Alberta from a witness located in Alberta,

the Court of Queen’s Bench in Alberta may

(d) order the production of any record, document or thing mentioned in the order, and

(e) give directions as to the time and place of the examination and all other matters with respect to the examination as the Court of Queen’s Bench considers appropriate.

(2) In making an order under subsection (1), the Court of Queen’s Bench may, insofar as the Court considers appropriate, order that the examination of the witness

(a) be before a person appointed in accordance with the directions of, and

(b) be carried out in the manner provided for by,

the court or tribunal of the jurisdiction outside Alberta that authorized the obtaining of the testimony and evidence in Alberta.

1995 c28 s9

Engaging experts

28(1) The Commission or the Executive Director may engage persons to provide services and to advise, or to inquire into and report back on matters referred to that person by, the Commission or the Executive Director.

(2) The Commission or the Executive Director

(a) may submit any documents, records or things to one or more persons engaged under subsection (1) for examination, and

(b) may

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

(ii) compel witnesses to produce documents, records and things to

a person engaged under subsection (1) in the same manner as if the Commission or the Executive Director were conducting a hearing.

(3) A person engaged under this section may be paid remuneration and living and travelling expenses in amounts determined by the Commission or the Executive Director, as the case may be.

1981 cS‑6.1 s18;1988 c7 s1(41);1991 c33 s3;1995 c28 s62

Conduct of hearings

29 For the purpose of a hearing before the Commission or the Executive Director, as the case may be, the following applies:

(a) except where otherwise provided for in this Act or the regulations, notice in writing of the time, place and purpose of the hearing shall be sent to the person or company that is the subject of the hearing;

(b) except where otherwise provided for in this Act or the regulations, in addition to any other person or company to whom notice is required to be sent under clause (a), notice in writing of the time, place and purpose of the hearing shall be sent to any person or company that, in the opinion of the Commission or the Executive Director, as the case may be, is substantially affected by the hearing;

(c) the Commission or the Executive Director, as the case may be, 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, exchange contracts, contracts and things;

(d) the failure or refusal of a person summoned as a witness under clause (c) to attend the hearing, to answer questions or to produce documents, records, securities, exchange contracts, 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 Commission or the Executive Director, as the case may be, 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;

(e) the Commission or the Executive Director, as the case may be, shall receive that evidence that is relevant to the matter being heard;

(f) the laws of evidence applicable to judicial proceedings do not apply;

(g) all oral evidence received shall be taken down in writing or recorded by electronic means;

(h) all the evidence taken down in writing or recorded by electronic means and all documentary evidence and things received in evidence at a hearing form the record of the proceeding;

(i) if, in the opinion of the Commission or the Executive Director, as the case may be, the decision made after a hearing adversely affects the right of a person or company to trade in securities or exchange contracts, written reasons for the decision shall be issued;

(j) notice of every decision together with a copy of the written reasons for it, if any, shall be promptly sent to

(i) the persons or companies to whom notice of the hearing was sent, and

(ii) any person or company that, in the opinion of the Commission or the Executive Director, as the case may be, is substantially affected by it;

(k) a person or company appearing at a hearing may be represented by legal counsel;

(l) a hearing is open to the public unless the person presiding over the hearing considers that it is in the public interest to order otherwise;

(m) the provisions of the Alberta Rules of Court compelling the attendance of witnesses, including provisions relating to the payment of conduct money, apply to matters heard under this Act.

1981 cS‑6.1 s19;1982 c32 s3;1988 c7 s1(41)(43);1991 c33 s40;
1995 c28 s10;2000 c17 s7

Referral by Executive Director

30(1) The Executive Director may at any time refer any matter to the Commission for its consideration.

(2) On the referral of a matter to the Commission under subsection (1), the Commission may conduct a hearing into the matter and may make an order in respect of the matter or by order or otherwise give any advice and direction to the Executive Director in respect of the matter that the Commission considers appropriate in the circumstances.

1991 c33 s4;1995 c28 s62

Jurisdiction

31 The Commission has the jurisdiction to determine all questions of fact or law that arise in any matter before it.

1999 c15 s7

Decision made without a hearing

32 If, under this Act,

(a) a person or company

(i) was given an opportunity to have a hearing, and

(ii) declined to have a hearing,

and

(b) the Commission or the Executive Director makes a decision in respect of the matter for which the person or company was given the opportunity to have a hearing,

the Commission or the Executive Director, as the case may be, shall send a copy of the decision to that person or company and to any other person or company, that in the opinion of the Commission or the Executive Director making the decision, will likely be affected by the decision.

1981 cS‑6.1 s20;1988 c7 s1(41)(43);1995 c28 s11

Interim orders

33(1) Notwithstanding anything in this Act, where

(a) this Act permits the Commission or the Executive Director to conduct a hearing or to make a decision after conducting a hearing or after giving a person or company an opportunity to have a hearing, and

(b) the Commission or the Executive Director before whom the hearing is to be held considers that the length of time required to conduct a hearing and render a decision could be prejudicial to the public interest,

the Commission or the Executive Director, as the case may be, may make an interim order at any time without conducting a hearing.

(2) An interim order,

(a) unless the order otherwise provides, takes effect immediately on being made, and

(b) expires 15 days from the day that it is made.

(3) The Commission or the Executive Director may extend the period of time that an interim order remains in effect

(a) for such period as the Commission or the Executive Director considers necessary, or

(b) for such period until the hearing is concluded and a decision is rendered.

(4) Where the Commission or the Executive Director makes an interim order, the Commission or the Executive Director, as the case may be, shall send

(a) a copy of the interim order, and

(b) an accompanying notice of hearing,

to any person or company that, in the opinion of the Commission or the Executive Director, is directly affected by the order.

1981 cS‑6.1 s21;1984 c64 s5;1988 c7 s1(41)(43);
1991 c33 s5;1995 c28 s11;1999 c15 s8

Late filing of periodic disclosure

33.1(1) Notwithstanding section 198(3), if a person or company fails to file periodic disclosure under section 146, the Commission or the Executive Director may, without providing an opportunity to be heard, order one or more of the following:

(a) that trading in or purchasing cease in respect of any security or exchange contract as specified in the order;

(b) that a person or company cease trading in or purchasing securities, exchange contracts, specified securities or a class of securities or exchange contracts as specified in the order.

(2) The Commission or the Executive Director, as the case may be, shall send to any person or company directly affected by an order made under subsection (1) written notice of the order.

2006 c30 s6

Orders subject to terms or conditions

34(1) A decision made by the Commission may be made subject to those terms and conditions or either of them that the Commission considers necessary.

(2) A decision made by the Executive Director may be made subject to those terms and conditions or either of them that the Executive Director considers necessary.

1981 cS‑6.1 s22;1988 c7 s1(41)(43);1995 c28 s62

Appeal from decision

35(1) A person or company directly affected by a decision of the Executive Director may appeal that decision to the Commission.

(2) Notwithstanding subsection (1), the Commission may, on its own motion, within 30 days from the day that the Executive Director made a decision, review that decision.

(3) Notwithstanding section 36(4), the Executive Director may be present and make representations at an appeal of the Executive Director’s decision.

1981 cS‑6.1 s24;1988 c7 s1(41)(43);1995 c28 ss13,62;
1999 c15 s9

Appeals to the Commission

36(1) To commence an appeal to the Commission, the appellant shall, within 30 days from the day on which the written notice of the decision is served on the appellant, serve a written notice of appeal on the Secretary either personally or by registered mail.

(2) Notwithstanding subsection (1), the Commission may, on application by the appellant during the appeal period prescribed in subsection (1), extend the appeal period if the Commission considers that it would not be prejudicial to the public interest to do so.

(3) On conducting an appeal, the Commission may, by order,

(a) make any decision that the person who heard the matter in the first instance could have made and substitute the Commission’s decision for the decision of that person;

(b) confirm, vary or reject the decision;

(4) The Commission may, if the Commission considers that it is in the public interest to do so, permit the person whose decision is being appealed to be present and make representations at the appeal.

(5) Notwithstanding that a person or company requests an appeal, the decision under appeal takes effect immediately unless the Commission grants a stay until disposition of the appeal.

1981 cS‑6.1 s25;1984 c64 s6;1988 c7 s1(41);1995 c28 s14

Notice of review

37 Prior to conducting a review referred to in section 35(2), the Commission shall notify

(a) the Executive Director, and

(b) any person or company that, in the opinion of the Commission, is directly affected by the decision of the Executive Director,

of the Commission’s intention to conduct the review.

1999 c15 s10

Appeal to Court of Appeal

38(1) A person or company directly affected by a decision of the Commission, other than a ruling under section 144, may appeal the decision to the Court of Appeal.

(2) An appeal under this section shall be commenced by a notice of appeal filed with the Court of Appeal within 30 days from the day that the Commission sends the notice of its decision to the person or company appealing the decision.

(3) A copy of the notice of appeal and supporting documents shall be served on the Secretary within the 30‑day period referred to in subsection (2).

(4) The Secretary shall certify to the registrar of the Court of Appeal

(a) the decision that has been reviewed by the Commission,

(b) the order of the Commission, together with any statement of reasons for it,

(d) all written submissions to the Commission and other material, if any, that is relevant to the appeal.

(5) The practice and procedure in the Court of Appeal in respect of an appeal shall be the same as on an appeal from a judgment of the Court of Queen’s Bench in an action.

(6) The Court of Appeal may

(a) confirm, vary or reject the decision of the Commission,

(b) direct the Commission to re‑hear the matter, or

(7) The Commission is the respondent to an appeal under this section.

1981 cS‑6.1 s26;1982 c32 s4;1988 c7 s1(6);1995 c28 s15

Policy Advisory Committee

39 The Minister may appoint a committee to be known as the “Policy Advisory Committee” to advise the Minister and the Commission on matters referred to the Committee by the Minister.

1981 cS‑6.1 s27;1984 c64 s7;1988 c7 s1(7);1995 c28 s62

Part 2
Investigations

Production of records, etc. to the Executive Director

40(1) In this section, “party” means

(a) a registrant;

(b) a person or company that is exempted by an order made under section 144 from the requirement to be registered under section 75;

(d) a manager or custodian of assets, shares or units of an investment fund;

(e) a general partner of a person or company referred to in clause (a), (b), (c), (f) or (i);

(f) a person or company purporting to distribute securities in reliance on an exemption

(i) for which the regulations provide that a prospectus is not required, or

(ii) in an order issued under section 144;

(g) a transfer agent or registrar for securities of a reporting issuer;

(h) a director or officer of a reporting issuer;

(i) a promoter or control person of a reporting issuer;

(j) the Canadian Investor Protection Fund;

(k) a clearing agency.

(2) For any purposes related to the administration of Alberta securities laws, the Executive Director may, by an order that is applicable generally or that is directed to one or more parties, require a party to provide to the Executive Director the information, documents or records as set out in the order within the time prescribed in the order.

(3) The Executive Director may require verification by affidavit that the party has produced to the Executive Director all of the information, documents and records required pursuant to an order made under subsection (2).

RSA 2000 cS‑4 s40;2005 c18 s9;2006 c30 s7;2008 c26 s19

Investigation order

41(1) The Executive Director may, by order, appoint a person to make any investigation that the Executive Director considers necessary

(a) for the administration of Alberta securities laws,

(b) to assist in the administration of the securities or exchange contract laws of another jurisdiction,

(d) in respect of matters in Alberta relating to trading in securities or exchange contracts in another jurisdiction.

(2) If an individual alleges under oath that a person or company has contravened Alberta securities laws, the Executive Director may, by order, appoint a person to make an investigation in respect of the allegation.

(3) In an order made under subsection (1) or (2), the Executive Director shall prescribe the scope of the investigation that is to be carried out under the order.

(4) For the purposes of an investigation ordered under this section, the person appointed to make the investigation may with respect to the person or company that is the subject of the investigation, investigate, inquire into and examine

(a) the affairs of that person or company,

(b) documents, records, correspondence, communications, negotiations, trades, transactions, investigations, loans, borrowings and payments to, by, on behalf of or in relation to or connected with that person or company,

(c) the property, assets or things owned, acquired or alienated in whole or in part by that person or company or by any person or company acting on behalf of or as agent for that person or company,

(d) the assets at any time held by, the liabilities, debts, undertakings and obligations at any time existing and the financial or other conditions at any time prevailing in respect of that person or company, and

(e) the relationship that may at any time exist or have existed between that person or company and any other person or company by reason of

(i) investments,

(ii) commissions promised, secured or paid,

(iii) interests held or acquired,

(iv) the loaning or borrowing of money, securities or other property,

(v) the transfer, negotiation or holding of securities or exchange contracts,

(vi) interlocking directorates,

(vii) common control,

(viii) undue influence or control, or

(ix) any other matter not referred to in clauses (i) to (viii).

(5) For the purposes of an investigation under this section, a person appointed to make the investigation may examine any documents, records 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.

RSA 2000 cS‑4 s41;2007 c10 s4;2008 c26 s19

Powers of investigators

42(1) The person appointed to make an investigation under section 41 has the same power as is vested in the Court of Queen’s Bench for the trial of civil actions

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

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

(2) A person appointed to make an investigation under section 41 may make copies or cause copies to be made of any documents, records, securities, exchange contracts, contracts or things produced pursuant to subsection (1).

(3) The failure or refusal of a person summoned as a witness under subsection (1) to attend, to answer questions or to produce documents, records, securities, exchange contracts, contracts or 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 making 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.

(4) Notwithstanding the Alberta Evidence Act, a bank or any officer or employee of the bank is not exempt from the operation of this section.

(5) A person giving evidence at an investigation under section 41 may be represented by legal counsel.

(6) If authorized to do so by an order of the Court of Queen’s Bench, a person conducting an investigation under section 41 may

(a) enter into and search premises, and

(b) seize and take possession of any documents, records, securities, exchange contracts, contracts or things,

of the person or company whose affairs are being investigated.

(7) An application for an order under subsection (6) may be made ex parte unless the Court of Queen’s Bench otherwise directs.

(8) Documents, records, securities, exchange contracts, contracts or things seized under subsection (6) shall, at a time and place mutually convenient to the person or company from whom they were seized and the person making the investigation, be made available for inspection and copying by that person or company if a request for an opportunity to inspect or copy is made by that person or company to the person making the investigation.

(9) Where

(a) documents, records, securities, exchange contracts, contracts or things are seized under subsection (6)(b), and

(b) the matter for which the documents, records, securities, exchange contracts, contracts or things were seized is concluded,

the Executive Director shall return those documents, records, securities, exchange contracts, contracts or things to the person from whom they were seized within 60 days from the day that the matter is concluded.

(10) If

(a) documents, records, securities, exchange contracts, contracts or things are seized under subsection (6)(b), and

(b) the person from whom the documents, records, securities, exchange contracts, contracts or things are seized, alleges that the documents, records, securities, exchange contracts, contracts or things are not relevant in respect of the matter for which they were seized,

that person may apply by a notice of motion to the Court of Queen’s Bench for the return of the documents, records, securities, exchange contracts, contracts or things.

(11) On hearing an application under subsection (10), the Court of Queen’s Bench shall order the return of any documents, records, securities, exchange contracts, contracts or things that it determines are not relevant to the matter for which they were seized.

1981 cS‑6.1 s29;1982 c32 s5;1988 c7 s1(42);
1991 c33 s40;1995 c28 s18

Appointment of experts

43(1) If an investigation is ordered under section 41, the Executive Director may appoint persons having special technical or other knowledge or skills to assist and be responsible to the person appointed under section 41.

(2) A person appointed under subsection (1) shall

(a) examine documents, records, securities, exchange contracts, contracts and things of the person or company whose affairs are being investigated, and

(b) perform other duties,

as required by the person carrying out the investigation.

1981 cS‑6.1 s30;1982 c32 s6;1988 c7 s1(42);
1991 c33 s40;1995 c28 s62

Report to Executive Director

44(1) Every person appointed under section 41(1) or (2) shall provide the Executive Director with

(a) a full and complete report of the investigation including all transcripts of evidence and material in the person’s possession relating to the investigation, and

(b) interim reports as requested by the Executive Director.

(2) A report that is provided to the Executive Director under subsection (1) is absolutely privileged and is not admissible in evidence in any action, proceeding or prosecution.

(3) None of the following persons are compellable to give evidence in any court or in a proceeding of a judicial nature concerning any information that comes to the knowledge of that person in the exercise of the powers, the performance of the duties or the carrying out of the functions of that person pursuant to this Part:

(a) a person appointed to make an investigation under section 41;

(b) the Commission;

(d) the Executive Director;

(e) the Secretary;

(f) an employee of the Commission;

(g) a person referred to in section 16(b).

(4) Notwithstanding subsections (2) and (3), where the Executive Director considers that it is in the public interest to do so, the Executive Director may by order at any time authorize the disclosure of any information, testimony, record, document, report or thing obtained pursuant to this Part subject to those terms and conditions that the Executive Director may impose.

1981 cS‑6.1 s31;1988 c7 s1(42);1995 c28 s19

Investigation to be confidential

45 Anything acquired and all information or evidence obtained pursuant to an investigation is confidential and shall not be divulged except

(a) by a person or company to the person’s or company’s counsel,

(b) where authorized by the Executive Director, or

RSA 2000 cS‑4 s45;2008 c26 s19

Information

46(1) If the Executive Director considers that it would not be prejudicial to the public interest to do so, the Executive Director may, subject to subsections (2) and (3), provide information to and receive information from

(a) other securities or financial regulatory authorities, exchanges, self‑regulatory bodies or organizations, law enforcement agencies and other governmental or regulatory authorities in Canada and elsewhere, and

(b) any person or company acting on behalf of or providing services to the Commission or the Executive Director.

(2) The Commission or the Executive Director, or either of them, may, with respect to any personal information referred to in, dealt with or governed under section 33(a), 34(1)(a)(ii) or 40(1)(e) of the Freedom of Information and Protection of Privacy Act, collect that information, whether directly from the individual or by some other method, and disclose that information for the purposes of carrying out any duties and exercising any powers of the Commission or the Executive Director under this or any other Act.

(3) The Commission or the Executive Director may enter into an arrangement or agreement for the purposes of subsection (2).

(4) Any information received by the Commission or the Executive Director under this section is confidential and shall not be disclosed except where authorized by the Executive Director.

RSA 2000 cS‑4 s46;2003 c32 s5

Prevalence over FOIP

46.1(1) Subject to subsection (2), if anything in sections 44, 45, 46(4), 146 or 221(4), (5), (6) and (7) is inconsistent or in conflict with the Freedom of Information and Protection of Privacy Act, those provisions prevail notwithstanding the Freedom of Information and Protection of Privacy Act.

(2) Where information is collected or received pursuant to section 44, 45, 46(4), 146 or 221(4), (5), (6) or (7), subsection (1) ceases to apply in respect of that information after 50 years has elapsed from the end of the year in which the information was collected or received.

2003 c32 s5

Order to freeze property

47(1) The Executive Director may make an order as provided in subsection (2),

(a) if the Executive Director is about to order an investigation in respect of a person or company under section 41,

(b) at any time during or after the carrying out of an investigation under section 41 in respect of a person or company,

(i) the Commission has made, or

(ii) the Executive Director has reasonable grounds to believe that the Commission is about to make,

an order under section 198 in respect of a person or company that trading in securities of an issuer or trading in exchange contracts shall cease,

(d) if the Commission has made, or the Executive Director has reasonable grounds to believe that the Commission is about to make, a decision

(i) suspending or cancelling the registration of any person or company, or

(ii) affecting the right of any person or company to trade in securities or exchange contracts,

(e) if there is evidence of a contravention by a person or company of

(i) Alberta securities laws, or

(ii) of the provision of any statute, other than this Act, that relates to the trading of securities or exchange contracts.

(2) If subsection (1) applies, the Executive Director may make an order doing one or more of the following:

(a) directing a person or company having on deposit, under control or for safekeeping any funds, securities, exchange contracts or other property of the person or company referred to in subsection (1)(a) to (e) to hold the funds, securities, exchange contracts or other property;

(b) directing a person or company referred to in subsection (1)(a) to (e) to refrain from withdrawing its funds, securities, exchange contracts or other property from any other person or company having any of them on deposit, under control or for safekeeping;

(c) directing a person or company referred to in subsection (1)(a) to (e) to hold all funds, securities, exchange contracts or other property of clients or others in the person’s or company’s possession or control in trust for any interim receiver, custodian, trustee, receiver, receiver and manager or liquidator appointed under the Bankruptcy and Insolvency Act (Canada), the Judicature Act, the Companies Act, the Business Corporations Act, the Cooperatives Act, the Winding‑up and Restructuring Act (Canada) or section 48 of this Act.

(3) An order made under subsection (2) does not take effect until it is served on the person or company to whom the order is directed.

(4) An order under subsection (2)

(a) that is directed to a financial institution applies only to the offices, branches or agencies of the financial institution named in the order, and

(b) does not apply to

(i) funds, securities or exchange contracts in a clearing agency, or

(ii) securities in process of transfer by a transfer agent,

unless the order expressly so states.

(5) A person or company in receipt of an order given under subsection (2) that is in doubt as to

(a) the application of the order to any funds, securities, exchange contracts or other property, or

(b) a claim being made to that person or company by any person or company not named in the order,

may apply to the Executive Director for direction as to the disposition of the funds, securities, exchange contracts, other property or claim.

(6) On the application of a person or company directly affected by a direction given in an order made under subsection (2)(a), (b) or (c), the Executive Director may make an order revoking that direction or consenting to the release of any funds, securities, exchange contracts or other property in respect of which the order was made under subsection (2)(a), (b) or (c).

(7) In any of the circumstances mentioned in subsection (1)(a) to (e) the Executive Director may send to the Registrar of Land Titles or mining recorder a notice that proceedings are being or are about to be taken that may affect land or mining claims belonging to the person or company referred to in the notice and the notice shall

(a) be registered or recorded against the lands or claims mentioned in it, and

(b) have the same effect as the registration or recording of a certificate of lis pendens or a caveat.

(8) The Executive Director may in writing revoke or modify a notice given under subsection (7).

RSA 2000 cS‑4 s47;2001 cC‑28.1 s469;2008 c26 s19

Appointment of receivers, managers, trustees or liquidators

48(1) The Executive Director may apply to the Court of Queen’s Bench for the appointment of a receiver, receiver and manager, trustee or liquidator of the property of a person or company,

(a) if the Executive Director is about to order an investigation in respect of the person or company under section 41,

(b) during or after an investigation in respect of the person or company under section 41,

(i) the Commission has made, or

(ii) the Executive Director has reasonable grounds to believe that the Commission is about to make,

an order under section 198 that trading in securities of an issuer or trading in exchange contracts shall cease,

(d) if

(i) the Commission has made, or

(ii) the Executive Director has reasonable grounds to believe that the Commission is about to make,

a decision suspending or cancelling the registration of the person or company or affecting the right of the person or company to trade in securities or exchange contracts,

(e) if the person or company fails or neglects to comply with the minimum net asset requirements, investment restrictions, ownership restrictions or capital requirements prescribed by the regulations for that person or company, or

(f) if there is evidence of a contravention by the person or company of

(i) Alberta securities laws, or

(ii) of the provisions of any statute, other than this Act, that relates to the trading of securities or exchange contracts.

(2) On an application being made under this section, the Court may appoint a receiver, receiver and manager, trustee or liquidator of all or any part of the property of a person or company if the Court is satisfied that it is in the best interests of

(a) the creditors of that person or company,

(b) those persons or companies whose property is in the possession or under the control of that person or company, or

(3) An application under subsection (1) may be made ex parte if the Court considers it proper to do so in the circumstances.

(4) If an application under this section is made ex parte, the Court may make an order appointing a receiver, receiver and manager, trustee or liquidator for a period not exceeding 15 days.

(5) A receiver, receiver and manager, trustee or liquidator of the property of a person or company appointed under this section shall be the receiver, receiver and manager, trustee or liquidator of all or part of the property

(a) owned by the person or company, or

(b) held by the person or company on behalf of or in trust for any other person or company.

(6) The receiver, receiver and manager, trustee or liquidator shall, if so directed by the Court,

(a) have authority to wind up or manage the business and affairs of the person or company, and

(b) exercise those powers that are necessary or incidental to the winding‑up or management of the business and affairs of the person or company.

RSA 2000 cS‑4 s48;2008 c26 s19

Income and liabilities of person or company

49 A receiver of the property of a person or company appointed under section 48 may, subject to the rights of secured creditors,

(a) receive income from that property and pay liabilities in respect of that property, and

(b) realize the security of the person or company on whose behalf the receiver is appointed.

1981 cS‑6.1 s39

Powers of a receiver and manager

50(1) A receiver and manager of the property of a person or company appointed under section 48 may carry on the business and affairs of the person or company and

(a) is vested with all the powers

(i) in the case of a person, of that person with respect to the operation of that person’s business and affairs, and

(ii) in the case of a company, of the shareholders and directors of the company,

and

(b) has, in addition to those powers provided under clause (a), those powers prescribed in the order appointing the receiver and manager.

(2) On an order being made under section 48 appointing a receiver and manager of the property of a person or company,

(a) in the case of a person, the person shall not exercise any powers in respect of the operation of the person’s business and affairs, and

(b) in the case of a company, the shareholders and the directors of the company shall not exercise any powers in respect of the company,

except as directed by the receiver and manager.

1981 cS‑6.1 s40

Court order

51 The Court of Queen’s Bench in making an order under section 48 appointing a receiver or a receiver and manager may provide for any matter or thing relating to the business and affairs of the person or company, as the case may be, during the appointment of the receiver or the receiver and manager.

1981 cS‑6.1 s41

Term of office

52 A receiver or a receiver and manager appointed under section 48 remains in office until the receiver or receiver and manager is removed from office or until

(a) the receiver or receiver and manager winds up the business and affairs of the person or company pursuant to authority given under section 48, or

(b) a liquidator is appointed to wind up the business and affairs of the person or company.

1981 cS‑6.1 s42

Fees

53 The fees payable to a receiver or a receiver and manager for his or her services, expenses and disbursements in connection with the discharge of the duties of the receiver or receiver and manager

(a) shall be fixed by the Court of Queen’s Bench from time to time,

(b) shall be paid,

(i) out of the assets of the person or company in respect of which the receiver or receiver and manager was appointed, or

(ii) if the assets of the person or company in respect of which the receiver or receiver and manager was appointed are insufficient for the purpose, as directed by the Court from the assets of those persons or companies that benefitted from the appointment of the receiver or receiver and manager,

and

(c) in the case of the winding‑up of the company, shall rank on the estate equally with the remuneration paid to the liquidator.

1981 cS‑6.1 s43

Directions from the Court

54(1) A receiver, receiver and manager, trustee or liquidator may apply to the Court of Queen’s Bench for directions on any matter arising with respect to the carrying out of the duties of the receiver, receiver and manager, trustee or liquidator.

(2) On an application under subsection (1), the Court may give direction, declare the rights of parties before the Court and make any further order as it considers necessary.

1981 cS‑6.1 s44

Appointment of a successor

55 The Court of Queen’s Bench may at any time revoke the appointment made under section 48 of a receiver, receiver and manager, trustee or liquidator and appoint another in place of the receiver, receiver and manager, trustee or liquidator.

1981 cS‑6.1 s45

Funds expended by Executive Director

56 If the Executive Director expends funds in respect of the appointment under this Act of a receiver, receiver and manager, trustee or liquidator that directly relate to a person or company, the amount expended

(a) is a debt owing by that person or company to the Government, as the case may be, and

(b) may be recovered by the Government in the same manner as any other debt owing to the Crown in right of Alberta.

1981 cS‑6.1 s46;1988 c7 s1(12);1995 c28 s62

Solicitor‑client privilege

57(1) Nothing in this Part shall be interpreted so as to affect the privilege that exists between a solicitor and the solicitor’s client.

(2) If a person is about to examine or seize under this Act any documents, records, securities, exchange contracts, contracts or things in the possession of a lawyer and the lawyer with respect to those documents, records, securities, exchange contracts, contracts or things claims that a privilege might exist between the lawyer and the lawyer’s client, the person who was about to examine or seize the documents, records, securities, exchange contracts, contracts or things shall, without examining or copying them,

(a) seize the documents, records, securities, exchange contracts, contracts or things,

(b) seal the documents, records, securities, exchange contracts, contracts or things in a marked package so that the package can be identified, and

(i) the clerk of the Court of Queen’s Bench, or

(ii) a person that the parties agree on.

(3) On an application being brought by the lawyer, client or the person seizing the documents, records, securities, exchange contracts, contracts or things, the Court of Queen’s Bench shall hear the matter in camera and determine whether the claim of the privilege is proper.

(4) If the Court of Queen’s Bench determines

(a) that the claim of privilege is proper, it shall order that the documents, records, securities, exchange contracts, contracts or things seized be delivered to the lawyer, or

(b) that the claim is not proper, it shall order that the documents, records, securities, exchange contracts, contracts or things be delivered to the person who seized them.

(5) The notice of the application referred to in subsection (3) and the supporting documents shall be served on the Executive Director, the person having custody of the package and the parties to the application other than the one making the application not less than 3 days before the application is to be heard.

(6) On being served with the notice of the application and the supporting documents, the person having custody of the package shall promptly deliver the package to the custody of the clerk of the Court of Queen’s Bench.

(7) In determining the matter before it, the Court may open the package and inspect its contents.

(8) Following its inspection of the package and its contents under subsection (7), the Court shall reseal the contents in the package.

1981 cS‑6.1 s47;1982 c32 s9;1988 c7 s1(42);1991 c33 s40;1995 c28 s62

Part 3
Record Keeping and
Compliance Review

Review and examination

58(1) Notwithstanding anything in section 59 or 60, the Executive Director may in writing appoint a person to examine the financial affairs, books, records and other documents of the following for the purpose of determining if that person or company is complying with Alberta securities laws:

(a) a registrant;

(b) a reporting issuer;

(d) a transfer agent of a reporting issuer;

(e) a recognized exchange;

(f) a recognized self‑regulatory organization;

(g) a recognized clearing agency;

(h) a recognized quotation and trade reporting system;

(i) a manager or a custodian of assets, shares or units of an investment fund.

(2) Where a person carries out an examination under subsection (1), that person shall prepare those financial or other statements and reports as may be required by the Executive Director.

(3) A person carrying out an examination under this section may

(a) enter into business premises during business hours,

(b) inquire into and examine all records, securities, exchange contracts, cash, documents, bank accounts, vouchers and correspondence of the person or company whose financial affairs are being examined, and

(4) No person or company that is the subject of an examination under this section shall withhold, destroy, conceal or refuse to give any information or thing reasonably required for the purpose of the examination.

(5) A person or company that is the subject of an examination under this section shall pay those fees as may be prescribed by regulation.

RSA 2000 cS‑4 s58;2005 c18 s11;2006 c30 s8

Recognized exchanges, and self-regulatory organizations

59(1) Every recognized exchange shall appoint an auditor for the exchange.

(2) Where the Executive Director considers it appropriate, a recognized self‑regulatory organization shall appoint an auditor for the self‑regulatory organization.

(3) Every recognized exchange and every recognized self‑regulatory organization shall select a panel of auditing firms for their members.

(4) Every recognized exchange and every recognized self‑regulatory organization shall require each of its members to appoint an auditor chosen from the panel of auditing firms selected under subsection (3).

(5) The auditor of a member shall

(a) in accordance with generally accepted auditing standards, make an examination of the annual financial statements and regulatory filings of the member as provided for by the bylaws, rules, regulations, policies, procedures, interpretations or practices, as the case may be, that are applicable to the member, and

(b) 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.

1995 c28 s24

Registrants

60(1) Every registrant whose financial affairs are not subject to examination under section 59 shall keep those books and records that are necessary for the proper recording of the registrant’s business transactions and financial affairs.

(2) A registrant shall appoint an auditor who satisfies those requirements as may be established by the Executive Director.

(3) The auditor of a registrant shall

(a) in accordance with generally accepted auditing standards, make an examination of the annual financial statements and other regulatory filings of the registrant, and

(b) prepare a report on the financial affairs of the registrant in accordance with professional reporting standards.

(4) Subject to the regulations, a registrant shall file the report referred to in subsection (3) with the Executive Director together with

(a) the registrant’s annual financial statements prepared in accordance with generally accepted accounting principles, and

(b) the registrant’s other regulatory filings.

(5) The annual financial statements and regulatory filings shall be certified by the registrant or an officer or partner of the registrant.

(6) A registrant shall file with the Executive Director any other information as the Executive Director may require in a form that is acceptable to the Executive Director.

1995 c28 s24

Record‑keeping

60.1(1) This section applies to every recognized exchange, recognized self‑regulatory organization, recognized clearing agency, recognized quotation and trade reporting system and reporting issuer, and every officer, director, promoter and transfer agent of a reporting issuer.

(2) Every person or company to which this section applies shall

(a) maintain

(i) the books and records that are necessary to record properly its business transactions and financial affairs and the transactions that it executes on behalf of others, and

(ii) any other books and records that may be required under Alberta securities laws,

and

(b) deliver to the Commission or the Executive Director any books and records or other information that the Commission or the Executive Director may require.

2005 c18 s12;2008 c26 s19

Continuous disclosure reviews

60.2(1) The Executive Director may conduct a review of the disclosures that have been made or ought to have been made by a reporting issuer or investment fund.

(2) A reporting issuer or investment fund that is subject to a review under this section shall, as required by the Executive Director, deliver to the Executive Director any information and documents reasonably relevant to the review.

(3) A reporting issuer or investment fund, or any person or company acting on behalf of a reporting issuer or investment fund, shall not make any representation that the Commission has in any way expressed an opinion or passed judgment on the merits of the disclosure record of the reporting issuer or investment fund.

2005 c18 s12

Part 4
Exchanges, Self‑regulatory
Organizations and Clearing Agencies

Members of exchanges, etc.

61 Any reference in this Part

(a) to a member of an exchange includes

(i) any holder of a security in an organization that carries on business as an exchange, and

(ii) any person or company that agrees to comply with the bylaws, rules, regulations, policies, procedures, interpretations and practices of the exchange and is granted trading access on or through the facilities of the exchange;

(b) to a member of a self‑regulatory organization includes any person or company that agrees to be regulated by that self‑regulatory organization;

(i) any person or company approved by the exchange as a partner, officer, director, trader or assistant trader of the member, and

(ii) any employee of the member not otherwise referred to in subclause (i);

(d) to a representative of a member of a self‑regulatory organization includes

(i) any person or company approved by the self‑regulatory organization as a partner, officer, director, branch manager, assistant branch manager or co‑branch manager of the member, and

(ii) any employee of the member not otherwise referred to in subclause (i).

RSA 2000 cS‑4 s61;2007 c10 s5;2008 c26 s4

Recognition of exchange

62(1) No person or company shall carry on business as an exchange in Alberta unless the person or company is recognized by the Commission as an exchange.

(2) The Commission may, on the application of a person or company proposing to carry on business as an exchange in Alberta, recognize the person or company as an exchange if the Commission considers that it would not be prejudicial to the public interest to do so.

(3) The recognition of an exchange under this section is to be made in writing and is subject to any terms and conditions that the Commission may impose.

1981 cS‑6.1 s52;1984 c64 s11;1988 c7 s1(41);
1991 c33 s12;1995 c28 s25

Operation of recognized exchange

63(1) The Commission, after giving a recognized exchange an opportunity to be heard, may

(a) suspend or cancel its recognition as a recognized exchange, or

(b) remove, vary or replace any terms or conditions that were previously imposed on its recognition as a recognized exchange,

if the Commission considers that it is in the public interest to do so.

(2) A recognized exchange shall regulate the operations and the standards of practice and business conduct of its members and their representatives in accordance with the bylaws, rules, regulations, policies, procedures, interpretations and practices of the exchange.

(3) The authority of an exchange to regulate the operations and the standards of practice and business conduct of its members and their representatives under subsection (2) extends to

(a) any former member,

(b) any former representative of a member, and

with respect to that person’s operations and conduct while a member of the exchange or a representative of a member of the exchange.

(4) The Commission may, if the Commission considers that it is in the public interest to do so, make any decision

(a) that the Commission considers is necessary to ensure that issuers whose securities are listed and posted for trading on a recognized exchange comply with Alberta securities laws;

(b) respecting the manner in which a recognized exchange carries on business;

(d) respecting trading on or through the facilities of a recognized exchange;

(e) respecting any security that is listed and posted for trading on a recognized exchange;

(f) respecting any exchange contract that is trading on a recognized exchange.

(5) Every recognized exchange shall

(a) keep a record showing the time at which each transaction on the exchange took place, and

(b) supply to any customer of any member of the exchange, on production of a written confirmation of any transaction with the member, particulars of the time at which the transaction took place and verification or otherwise of the matters set out in the confirmation.

RSA 2000 cS‑4 s63;2008 c26 s19

Recognized self-regulatory organization

64(1) The Commission may, on the application of a self‑regulatory organization, recognize the self‑regulatory organization if the Commission considers that it would not be prejudicial to the public interest to do so.

(2) The recognition of a self‑regulatory organization under this section shall be made in writing and is subject to any terms and conditions that the Commission may impose.

(3) The Commission, after giving a recognized self‑regulatory organization an opportunity to be heard, may

(a) suspend or cancel its recognition as a recognized self‑regulatory organization, or

(b) remove, vary or replace any terms or conditions that were previously imposed on its recognition as a recognized self‑regulatory organization,

if the Commission considers that it is in the public interest to do so.

(4) 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 the bylaws, rules, regulations, policies, procedures, interpretations and practices of the self‑regulatory organization.

(5) The authority of a self‑regulatory organization to regulate the operations and the standards of practice and business conduct of its members and their representatives under subsection (4) extends to

(a) any former member,

(b) any former representative of a member, and

with respect to that person’s operations and conduct while a member of the self‑regulatory organization or a representative of a member of the self‑regulatory organization.

(6) The Commission may, if the Commission considers that it is in the public interest to do so, make any decision with respect to any bylaw, rule, regulation, policy, procedure, interpretation or practice of a recognized self‑regulatory organization.

1995 c28 s25;2000 c17 s10

Councils, committees, etc.

65(1) A recognized exchange or a recognized self‑regulatory organization may,

(a) with the prior approval of the Commission, and

(b) subject to any terms and conditions that the Commission may determine to be necessary or appropriate in the public interest,

establish a council, committee or other ancillary body.

(2) A recognized exchange or a recognized self‑regulatory organization may authorize the council, committee or other ancillary body to administer regulatory or self‑regulatory powers or responsibilities or both.

(3) Where an exchange or self‑regulatory organization establishes a council, committee or other ancillary body to administer regulatory or self‑regulatory powers or responsibilities,

(a) that council, committee or ancillary body

(i) is included in the recognition of the recognized exchange or recognized self‑regulatory organization, and

(ii) is subject to the same terms or conditions, if any, that are imposed by the Commission on the recognized exchange or recognized self‑regulatory organization,

and

(b) the recognition of that council, committee or ancillary body is, unless otherwise directed by the Commission, suspended, restricted or cancelled, as the case may be, when the recognition of the recognized exchange or recognized self‑regulatory organization is suspended, restricted or cancelled.

(4) The provisions of Alberta securities laws that apply to a recognized exchange or a recognized self‑regulatory organization also apply with any necessary modifications to a council, committee or ancillary body established under this section by that recognized exchange or recognized self‑regulatory organization.

RSA 2000 cS‑4 s65;2008 c26 s19

Assignment of duties of the Commission or Executive Director

66(1) The Commission may by order, subject to any terms and conditions that the Commission may impose, authorize a recognized exchange or recognized self‑regulatory organization to do any act or thing required or permitted to be done by the Commission under Part 5 or the regulations made in respect of that Part.

(2) The Executive Director, with the approval of the Commission, may, subject to any terms or conditions that the Executive Director may impose, by order authorize a recognized exchange or recognized self‑regulatory organization to do any act or thing required or permitted to be done by the Executive Director under Part 5 or the regulations made in respect of that Part.

(3) Notwithstanding that the Commission or the Executive Director has given an authorization under this section, the Commission or the Executive Director may do the act or thing in respect of which the authorization was given.

(4) The Commission or, with the approval of the Commission, the Executive Director may at any time revoke or vary, in whole or in part, an authorization made under this section.

(5) Neither the Commission nor the Executive Director shall revoke or vary an authorization made under this section without giving the recognized exchange or recognized self‑regulatory organization an opportunity to have a hearing before the Commission.

1995 c28 s25

Recognized clearing agency

67(1) The Commission may, on the application of a clearing agency, recognize the clearing agency if the Commission considers that it would not be prejudicial to the public interest to do so.

(2) The recognition of a clearing agency under this section is to be made in writing and is subject to any terms and conditions that the Commission may impose.

(3) The Commission, after giving a recognized clearing agency an opportunity to be heard, may

(a) suspend or cancel its recognition as a recognized clearing agency, or

(b) remove, vary or replace any terms or conditions that were previously imposed on its recognition as a recognized clearing agency,

where the Commission considers that it is in the public interest to do so.

(4) The Commission may, if the Commission considers that it is in the public interest to do so, make any decision with respect to any bylaw, rule, regulation, policy, procedure, interpretation or practice of a recognized clearing agency.

1995 c28 s25

Recognized quotation and trade reporting systems

68(1) The Commission may, on the application of a quotation and trade reporting system, recognize the quotation and trade reporting system if the Commission considers that it would not be prejudicial to the public interest to do so.

(2) The recognition of a quotation and trade reporting system under this section shall be made in writing and is subject to any terms and conditions that the Commission may impose.

(3) The Commission, after giving a quotation and trade reporting system the opportunity to be heard, may

(a) suspend or cancel its recognition as a recognized quotation and trade reporting system, or

(b) remove, vary or replace any terms or conditions that were previously imposed on its recognition as a recognized quotation and trade reporting system,

where the Commission considers that it is in the public interest to do so.

(4) No person or company shall carry on business as a quotation and trade reporting system or facilitate transactions of securities or exchange contracts by means of an operation similar in nature to a quotation and trade reporting system unless the person or company is recognized under this section as a quotation and trade reporting system.

1999 c15 s13;2000 c17 s12

Personal information

68.1(1) In this section, “personal information” means personal information as defined in the Personal Information Protection Act other than business contact information to which that Act does not apply by virtue of section 4(3)(d) of that Act.

(2) A recognized exchange or recognized self‑regulatory organization may, without the consent of an individual,

(a) collect personal information about that individual, whether directly from the individual or from or through a registrant or by any other method, and

(b) use and disclose that information

for the purposes of an investigation or the suppression or prevention of fraud, market manipulation or unfair trading practices or for breaches of rules, regulations, policies or bylaws of the recognized exchange or of the recognized self‑regulatory organization or of any decisions of the Commission or the Executive Director relating to either or both of the following:

(c) the integrity of securities trading on exchanges, quotation and trade reporting systems or alternative trading systems;

(d) the business conduct and activities of the members of the recognized exchange or of the recognized self‑regulatory organization and their representatives.

2003 cP‑6.5 s72

Powers re hearings, etc.

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 hearings, the following applies for the purposes of a hearing:

(a) a person conducting a hearing 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, exchange contracts, contracts and things;

(b) the failure or refusal of a person summoned as a witness under clause (a) to attend a hearing, to answer questions or to produce documents, records, securities, exchange contracts, 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 conducting the hearing, 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;

(d) a person conducting a hearing or a person authorized by a person conducting a hearing may administer oaths for the purpose of taking evidence;

(e) the exchange, self‑regulatory organization or quotation and trade reporting system may, on behalf of a person conducting a hearing,

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

(ii) make applications to the Court of Queen’s Bench under clause (b);

(f) the provisions of the Alberta Rules of Court compelling the attendance of witnesses, including provisions relating to the payment of conduct money, apply in respect of the conduct of hearings referred to in this section.

(2) Where an exchange, a self‑regulatory organization or a quotation and trade reporting system referred to in subsection (1) has made a decision after conducting a hearing, the exchange, self‑regulatory organization or quotation and trade reporting system, as the case may be, may at any time file a certified copy of that decision with the clerk of the Court of Queen’s Bench, and on being filed with the clerk of the Court of Queen’s Bench that decision has the same force and effect as if it were a judgment of the Court of Queen’s Bench.

2000 c17 s13

Appointment of receivers, managers, trustees or liquidators

70(1) A recognized exchange or a recognized self‑regulatory organization may apply to the Court of Queen’s Bench for the appointment of a receiver, receiver and manager, trustee or liquidator for all or part of the undertaking and affairs of a member of that exchange or self‑regulatory organization.

(2) On an application being made under this section, the Court may appoint a receiver, receiver and manager, trustee or liquidator of all or any part of the property of the member if the Court is satisfied that it is in the best interests of

(a) the recognized exchange or recognized self‑regulatory organization,

(b) the public,

(d) the security holders or partners of the member, or

(e) the creditors of the member.

(3) An application under subsection (1) may be made ex parte if the Court considers it proper to do so in the circumstances.

(4) If an application under this section is made ex parte, the Court may make an order appointing a receiver, receiver and manager, trustee or liquidator for a period not exceeding 15 days.

(5) A receiver, receiver and manager, trustee or liquidator of the property of a member appointed under this section shall be the receiver, receiver and manager, trustee or liquidator of all or part of the property

(a) owned by the member, or

(b) held by the member on behalf of or in trust for any other person or company.

(6) The receiver, receiver and manager, trustee or liquidator shall, if so directed by the Court,

(a) have authority to wind up or manage the business and affairs of the member, and

(b) exercise those powers that are necessary or incidental to the winding‑up or management of the business and affairs of the member.

(7) Sections 49 to 55, with any necessary modifications, apply in respect of a receiver, receiver and manager, trustee or liquidator, as the case may be, appointed under this section.

2000 c17 s13

Acting as an exchange when not so recognized

71(1) If a person or company is not carrying on business as an exchange but is carrying on business as a quotation and trade reporting system or is otherwise facilitating transactions of securities or exchange contracts, the Commission may, if it considers it to be in the public interest to do so, make an order

(a) declaring that the person or company is carrying on the business of an exchange, and

(b) directing the person or company, as the case may be,

(i) to cease carrying on business as a quotation and trade reporting system or otherwise facilitating transactions of securities or exchange contracts,

(ii) not to carry on business as a quotation and trade reporting system unless the person or company is recognized under section 68 as a quotation and trade reporting system, and

(iii) not to carry on business as an exchange unless the person or company is recognized under section 62 as an exchange.

(2) The Commission may make an order under this section on its own motion or on the application of an interested person or company.

(3) While a person or company is subject to an order made under subsection (1), that person or company shall not carry out any functions or duties in any manner that

(a) contravenes that order, or

(b) is not in compliance with that order.

2000 c17 s13

Voluntary surrender of recognition

72 On application by a recognized exchange, a recognized self‑regulatory organization, a recognized clearing agency or a recognized quotation and trade reporting system, the Commission may accept, subject to any terms and conditions that the Commission may impose, the voluntary surrender of the recognition of the exchange, self‑regulatory organization, clearing agency or quotation and trade reporting system if the Commission considers that it would not be prejudicial to the public interest to accept the surrender of the recognition.

1995 c28 s25;1999 c15 s14

Review

73(1) A person or company directly affected by, or by the administration of, a direction, decision, order or ruling made under a bylaw, rule, regulation, policy, procedure, interpretation or practice of a recognized exchange, recognized self‑regulatory organization, recognized clearing agency or recognized quotation and trade reporting system may appeal that direction, decision, order or ruling to the Commission.

(2) Section 36 applies to an appeal made under this section.

(3) Notwithstanding section 36(4), where there is an appeal to the Commission of a direction, decision, order or ruling made by a recognized exchange, recognized self‑regulatory organization or recognized quotation and trade reporting system, that exchange, self‑regulatory organization or quotation and trade reporting system may be present and make representations at the appeal.

1995 c28 s25;1999 c15 s15;2000 c17 s14

74 Repealed 2005 c18 s13.

Part 5
Registration

Requirement to be registered

75(1) Unless registered in accordance with Alberta securities laws, a person or company shall not act as

(a) a dealer,

(b) an adviser, or

(2) Unless registered in accordance with Alberta securities laws, an individual shall not, directly or indirectly,

(a) deal in securities or exchange contracts on behalf of a person or company that is required to be registered under subsection (1),

(b) advise in securities or exchange contracts on behalf of a person or company that is required to be registered under subsection (1), or

(c) perform a prescribed function or duty for a person or company that is required to be registered under subsection (1).

(3) A registrant shall comply with any terms, conditions, restrictions or requirements imposed on the registrant’s registration.

RSA 2000 cS‑4 s75;2003 c32 s6;2007 c10 s6

Responsible person

75.1 A person or company required to be registered under section 75(1) shall appoint an individual to perform on its behalf a prescribed function or duty.

2007 c10 s7

Duty of care

75.2(1) Subject to subsections (2) and (3), a registrant shall deal fairly, honestly and in good faith with its clients.

(2) A registrant that manages the investment portfolio of a client through discretionary authority granted by the client shall act fairly, honestly and in good faith toward the client and in the client’s best interest.

(3) Every investment fund manager shall

(a) exercise the powers and discharge the duties of its office honestly, in good faith and in the best interests of the investment fund, and

(b) exercise the degree of care, diligence and skill that a reasonably prudent person or company would exercise in the circumstances.

2007 c10 s7

Registration by Executive Director

76(1) Unless it appears to the Executive Director that

(a) an applicant is not suitable for registration, reinstatement of registration or amendment of registration, or

(b) the proposed registration, reinstatement of registration or amendment of registration is objectionable,

the Executive Director shall grant to the applicant the registration, reinstatement of registration or amendment of registration applied for.

(2) The Executive Director may, at any time, impose terms, conditions, restrictions or requirements on a registration.

(3) The Executive Director shall not impose terms, conditions, restrictions or requirements on a registration, or refuse to grant, reinstate or amend a registration, without giving the registrant or applicant an opportunity to be heard.

RSA 2000 cS‑4 s76;2006 c30 s9;2007 c10 s8

Suspension or termination of registration

76.1(1) The Executive Director may suspend or terminate a registration if the Executive Director considers that it is in the public interest to do so.

(2) The Executive Director shall not suspend or terminate a registration under subsection (1) without giving the registrant an opportunity to be heard.

2007 c10 s8

77 Repealed 2006 c30 s10.

Surrender of registration

78(1) If a registrant applies to surrender its registration, the Executive Director shall accept the surrender unless the Executive Director considers it prejudicial to the public interest to do so.

(2) On receiving an application under subsection (1), the Executive Director may, without providing an opportunity to be heard, suspend the registration or impose terms, conditions, restrictions or requirements on the registration.

RSA 2000 cS‑4 s78;2003 c32 s7;2006 c30 s11;
2007 c10 s9

79 Repealed 2006 c30 s12.

80 Repealed 2006 c30 s13.

81 Repealed 2006 c30 s14.

Further information

82 The Executive Director may require one or more of the following:

(a) that further information or material be submitted by an applicant or a registrant within a specified time;

(b) that there be verification by affidavit or otherwise of any information or material then or previously submitted;

(i) the applicant or the registrant, or

(ii) any partner, officer, director, governor or trustee of, or any person performing a like function for, or any employee of the applicant or registrant,

submit to examination under oath by a person designated by the Executive Director.

1981 cS‑6.1 s61;1988 c7 s1(43);1995 c28 s62

83 Repealed 2006 c30 s15.

84 to 89 Repealed 2005 c18 s14.

Part 7
Trading in Securities and
Exchange Contracts Generally

Requirements for confirmation of trade

90(1) Every registered dealer who has acted as principal or agent in connection with any trade in a security or an exchange contract shall promptly send to the customer a written confirmation of the transaction prepared in accordance with the regulations.

(2) Every dealer who has acted as agent in connection with a trade in a security or an exchange contract shall, at the request of the Executive Director, promptly

(a) make a reasonable inquiry in order to provide to the Executive Director particulars that are sufficient to identify, and

(b) provide to the Executive Director the name of and those particulars arising from the inquiry that are sufficient to identify,

the person or company from, to or through whom the security or exchange contract was bought or sold.

1981 cS‑6.1 s68;1984 c64 s13;1988 c7 s1(43);1991 c33 s19;
1994 c23 s43;1995 c28 s62

Attendance on or calls to residences

91(1) The Executive Director may, by order, suspend, cancel, restrict or impose terms and conditions on the right of any person or company or class of persons or companies named or described in the order to

(a) attend at a residence, or

(b) call to a residence by telephone,

for the purpose of trading in any security or exchange contract or any class of securities or exchange contracts.

(2) The Executive Director shall not make an order under subsection (1) without giving the person or company or class of persons or companies affected an opportunity to have a hearing before the Executive Director.

1981 cS‑6.1 s69;1988 c7 s1(43);1991 c33 s20;1995 c28 s62

Prohibitions respecting representations

92(1) Unless otherwise permitted by the Executive Director, no person or company shall represent that the person or company or any other person or company will

(a) resell or repurchase a security,

(b) refund any purchase price of a security,

(d) assume all or part of an obligation under an exchange contract.

(2) Subsection (1) does not apply to a security that carries or is accompanied with

(a) an obligation of the issuer to redeem or repurchase the security, or

(b) a right of the owner of the security to require the issuer to redeem or repurchase the security.

(3) Subject to the regulations, no person or company, with the intention of effecting a trade in a security or exchange contract, shall

(a) give any undertaking relating to the future value or price of the security or exchange contract,

(b) except with the written permission of the Executive Director, make any representation

(i) that the security will be listed on any exchange or quoted on any quotation and trade reporting system, unless the exchange or quotation and trade reporting system has granted approval to the listing or quoting of the security, conditional or otherwise, or has consented to, or indicated that it does not object to, the representation, or

(ii) that application has been made to list the security on any exchange or to quote the security on any quotation and trade reporting system, unless

(A) application has been made to list or quote the security on such exchange or quotation and trade reporting system and securities of the same issuer are currently listed on that exchange or quoted on that quotation and trade reporting system, as the case may be, or

(B) the exchange or quotation and trade reporting system has granted approval to the listing or quoting of the security, conditional or otherwise, or has consented to, or indicated that it does not object to, the representation,

(iii) that application will be made to list the security on any exchange or to quote the security on any quotation and trade reporting system,

(d) engage in an unfair practice.

(4) No person shall represent that the person is offering to trade in a security

(a) at the market price, or

(b) at a price related to the market price,

unless the person reasonably believes that a market for the security exists that is not made, created or controlled by the person, the person’s employer or an affiliate or by a person or company for whom the person is acting in the transaction.

(4.1) No person or company shall make a statement that the person or company knows or reasonably ought to know

(a) in any material respect and at the time and in the light of the circumstances in which it is made,

(i) is misleading or untrue, or

(ii) does not state a fact that is required to be stated or that is necessary to make the statement not misleading,

and

(b) would reasonably be expected to have a significant effect on the market price or value of a security or an exchange contract.

(5) For the purposes of this section, “unfair practice” means any one or more of the following:

(a) putting unreasonable pressure on a person to purchase, hold or sell a security or an exchange contract;

(b) taking advantage of a person’s inability or incapacity to reasonably protect his or her own interest because of physical or mental infirmity, ignorance, illiteracy, age or inability to understand the character, nature or language of any matter relating to a decision to purchase, hold or sell a security or an exchange contract;

(c) imposing terms, conditions, restrictions or requirements in respect of a transaction that are harsh, oppressive or excessively one‑sided.

RSA 2000 cS‑4 s92;2003 c32 s12;2005 c18 s15;
2008 c26 s6

Prohibited transaction

93 No person or company shall, directly or indirectly, engage or participate in any act, practice or course of conduct relating to a security or exchange contract that the person or company knows or reasonably ought to know will

(a) result in or contribute to

(i) a false or misleading appearance of trading activity in a security or an exchange contract, or

(ii) an artificial price for a security or an exchange contract,

(b) perpetrate a fraud on any person or company.

RSA 2000 cS‑4 s93;2005 c18 s16

Duty to comply with Commission decisions

93.1 A person or company shall comply with decisions of the Commission or the Executive Director made under Alberta securities laws.

2005 c18 s17

Duty to comply with undertaking

93.2 A person or company that gives a written undertaking to the Commission or the Executive Director shall comply with the undertaking.

2005 c18 s17

Front running

93.3(1) In this section, “material order information” means information that relates to

(a) the intention of a person or company responsible for making decisions about an investment portfolio to trade a security on behalf of the investment portfolio,

(b) the intention of a registrant trading on behalf of an investment portfolio to trade a security on behalf of the investment portfolio, or

and that, if disclosed, would reasonably be expected to affect the market price of the security.

(2) A person or company that knows of material order information shall not, and shall not recommend or encourage another person to,

(a) purchase or sell the securities to which the material order information relates,

(b) acquire, dispose of, or exercise a put or call option or other right or obligation to purchase or sell the securities,

(c) enter into a related financial instrument or acquire or dispose of rights or obligations under a related financial instrument, or

(d) change that person’s

(i) direct or indirect beneficial ownership of, or control or direction over,

(A) the securities, or

(B) a put or call option or other right or obligation to purchase or sell the securities,

(ii) interest in, or rights or obligations associated with, a related financial instrument.

(3) A person or company that knows of material order information shall not inform another person or company of the material order information unless it is necessary in the course of the person’s or company’s business.

2005 c18 s17

Obstruction of justice

93.4(1) A person or company shall not, and shall not attempt to, destroy, conceal or withhold any information, property or thing reasonably required for a hearing, review or investigation under this Act.

(2) A person or company contravenes subsection (1) if the person or company knows or ought reasonably to know that a hearing, review or investigation is to be conducted and takes any action referred to in subsection (1) before the hearing, review or investigation.

2005 c18 s17

Dealer as principal

94(1) If a registered dealer, with the intention of effecting a trade in a security with any person or company other than another registered dealer,

(a) proposes to act in the trade as a principal, and

(b) makes any statement in writing to the person or company in respect of the security,

the registered dealer shall disclose in the statement that the registered dealer acts as a principal.

(2) A statement made under subsection (1) shall be made by the registered dealer before the registered dealer

(a) enters into a contract for the sale or purchase of the security, or

(b) accepts payment or receives any security or other consideration under or in anticipation of the contract,

whichever occurs first.

(3) A statement made in compliance with this section or the regulations that a registered dealer proposes to act or has acted as principal in connection with a trade in a security does not prevent that dealer from acting as agent in connection with a trade of the security.

(4) This section does not apply to trades in respect of which the regulations provide that registration is not required.

RSA 2000 cS‑4 s94;2005 c18 s18

95 Repealed 2007 c10 s11.

96 Repealed 2007 c10 s12.

Disclosure by registered dealer

97(1) A registered dealer shall provide to any of its customers, within 30 days after receiving the customer’s request,

(a) the names of the officers and the partners or the directors, as the case may be, of the dealer as of the date of the request or any other date specified in the request,

(b) the names of any person or company having directly or indirectly an interest of not less than 5% of the registered dealer’s capital, and

(i) with the self‑regulatory organization of which the dealer is a member, or

(ii) with the Executive Director,

that is made up and certified as required by the regulations.

(2) A registered dealer shall inform its customers on every statement of account or in another manner as the Executive Director may approve that the information referred to in subsection (1) is available.

(3) If the Executive Director determines that a registered dealer or a class of registered dealers is

(a) pursuant to the conditions of registration, or

(b) in regulations imposed by a self‑regulating organization,

required to provide to customers information similar to the information required under subsections (1) and (2), the Executive Director may by order exempt the registered dealer or class of registered dealers from the requirements of subsections (1) and (2).

RSA 2000 cS‑4 s97;2007 c10 s13

Provision of risk disclosure statement

98 Subject to the regulations, a registered dealer or adviser shall provide a risk disclosure statement to a customer prior to opening an account for trading in exchange contracts in respect of that customer.

RSA 2000 cS‑4 s98;2007 c10 s14

Use of name

99 No registrant shall use the name of another registrant unless the first‑mentioned registrant is a partner, officer or agent of or is authorized to do so in writing by the other registrant.

1981 cS‑6.1 s75

Representation or holding out of registration

100(1) A person or company shall not represent that the person or company is registered under this Act unless

(a) the representation is true, and

(b) in making the representation, the person or company specifies the person or company’s category of registration under this Act and the regulations.

(2) A person or company shall not make a statement about something that a reasonable investor would consider important in deciding whether to enter into or maintain a trading or advising relationship with the person or company if the statement is untrue or omits information necessary to prevent the statement from being false or misleading in the circumstances in which it is made.

RSA 2000 cS‑4 s100;2006 c30 s16

Representations

101 No person or company shall make any representation that the Commission, a member of the Commission, the Executive Director, the Secretary or any person employed by the Commission has in any manner expressed an opinion or passed judgment on

(a) the financial standing, fitness or conduct of a registrant,

(b) the merits of a security, exchange contract or issuer, or

RSA 2000 cS‑4 s101;2008 c26 s7

Margin contracts

102(1) If

(a) a person or a partner or employee of a partnership or a director, officer or employee of a company,

(i) after he or she or the partnership or company has contracted as a registered dealer with a customer to buy and carry on margin any securities of an issuer either in Canada or elsewhere, and

(ii) while the contract referred to in subclause (i) continues, he or she or the partnership or company sells or causes to be sold securities of the same issuer for any account in which the person, a partner or employee of the partnership or the company or a director of the company, as the case may be, has a direct or indirect interest,

and

(b) the effect of the sale referred to in clause (a)(ii) would, otherwise than unintentionally, be to reduce the amount of the securities in the hands of the dealer or under its control in the ordinary course of business to below the amount of the securities that the dealer should be carrying for all its customers,

the dealer shall disclose that fact to the customer and the contract with the customer is, at the option of the customer, voidable.

(2) If a customer exercises the customer’s option under subsection (1) to void a contract, the customer may recover from the dealer

(a) all the money paid by that customer with interest on it, and

(b) securities deposited by that customer,

as the case may be, in respect of that contract.

(3) The customer may exercise the option referred to in subsection (1) within 30 days from the day that the disclosure was made under subsection (1) by sending a notice to that effect to the dealer.

1981 cS‑6.1 s77

Declaration of short position

103 A person or company,

(a) that places an order for the sale of a security through a registered dealer that is acting as the person’s or company’s agent, and

(b) that,

(i) at the time of placing the order, does not own the security, or

(ii) if acting as agent, knows the person’s or company’s principal does not own the security,

shall, at the time of placing the order to sell, declare to the registered dealer that the person or company or the person’s or company’s principal, as the case may be, does not own the security.

1981 cS‑6.1 s78

Rights of beneficial owners

104(1) Subject to subsection (5), voting securities of an issuer registered in the name of

(a) a registrant or in the name of the registrant’s nominee, or

(b) a custodian or in the name of the custodian’s nominee, if the issuer is a mutual fund that is a reporting issuer,

that are not beneficially owned by the registrant or the custodian, as the case may be, shall not be voted by the registrant or custodian at any meeting of security holders of the issuer.

(2) Where

(a) the registrant or custodian referred to in subsection (1) has received a copy of a notice

(i) of a meeting of security holders of an issuer,

(ii) of a take‑over bid circular, issuer bid circular or exempt offer relating to securities of an issuer, or

(iii) of a rights offering,

and

(b) the beneficial owner has agreed to pay the reasonable costs to be incurred by the registrant or custodian,

the registrant or custodian, as the case may be, shall promptly send to the beneficial owner of the securities a copy of that notice and any other notice, financial statement, information circular, take‑over bid circular, issuer bid circular, directors’ circular, director’s circular, officer’s circular or other similar material respecting those securities that is received by the registrant or custodian.

(3) Subsection (2) only applies if the registrant or custodian knows the name and address of the beneficial owner of the securities

(a) at the record date for notice of the meeting of security holders,

(b) at the date of the take‑over bid, issuer bid or exempt offer, or

as the case may be.

(4) At the request of a registrant or custodian, the person or company sending material referred to in subsection (2) shall promptly furnish to the registrant or custodian, at the expense of the sender, the requisite number of copies of the material.

(5) A registrant or custodian shall vote or give a proxy requiring a nominee to vote any voting securities referred to in subsection (1) in accordance with any written voting instructions received from the beneficial owner.

(6) A registrant or custodian shall, if requested in writing by a beneficial owner, give to the beneficial owner or the beneficial owner’s nominee a proxy enabling the beneficial owner or the beneficial owner’s nominee to vote any voting securities referred to in subsection (1).

(7) For the purposes of this section, “custodian” means a person or company that

(a) has physical possession of securities, and

(b) holds the securities for another person or company.

1981 cS‑6.1 s79

105 Repealed 2007 c10 s15.

Part 8
Trading in Exchange Contracts

Trading on recognized exchange, etc.

106 No person or company shall trade in an exchange contract on an exchange in Alberta unless

(a) the exchange is recognized by the Commission under section 62, and

(b) the form of the exchange contract has been accepted by the Commission.

1991 c33 s25;1995 c28 s62

Form of exchange contract

107(1) For the purposes of section 106(b), the Commission, on application by an exchange, may by order accept the form of an exchange contract.

(2) The Commission shall not refuse to accept the form of an exchange contract without giving the applicant an opportunity to have a hearing before the Commission.

1991 c33 s25;1995 c28 s62

Trading on recognized exchange

108 A registrant shall not trade in an exchange contract on behalf of another person or company on an exchange located outside Alberta unless the exchange is recognized by the Commission.

1991 c33 s25;1995 c28 s62

Recognition of exchange

109(1) For the purposes of section 108, the Commission, on application by an exchange or on the Commission’s own motion, may by order recognize an exchange located outside Alberta.

(2) The Commission shall not refuse to recognize an exchange under subsection (1) without giving the applicant an opportunity to have a hearing before the Commission.

1991 c33 s25;1995 c28 s32

Part 9
Distribution by Prospectuses

Filing prospectus

110(1) No person or company shall trade in a security on the person’s or company’s own account or on behalf of any other person or company if the trade would be a distribution of the security unless

(a) a preliminary prospectus has been filed and the Executive Director has issued a receipt for it, and

(b) a prospectus has been filed and the Executive Director has issued a receipt for it.

(2) A preliminary prospectus and a prospectus may be filed in accordance with this Part to enable the issuer to become a reporting issuer, notwithstanding the fact that no distribution is contemplated.

1981 cS‑6.1 s81;1995 c28 s62

Preliminary prospectus

111(1) A preliminary prospectus shall, subject to subsection (2), comply with the requirements of Alberta securities laws respecting the form and content of a prospectus.

(2) The report or reports of the auditor or accountant required by the regulations and any information with respect to

(a) the price to the underwriter,

(b) the offering price of any securities, and

may be omitted from a preliminary prospectus.

RSA 2000 cS‑4 s111;2008 c26 s19

Receipt for preliminary prospectus

112 The Executive Director shall promptly issue a receipt for a preliminary prospectus on the filing of the preliminary prospectus.

1981 cS‑6.1 s83;1995 c28 s62

Prospectus and supplemental material

113(1) A prospectus shall

(a) provide full, true and plain disclosure of all material facts relating to the securities proposed to be issued or distributed, and

(b) comply with the requirements of Alberta securities laws.

(2) A prospectus shall contain or be accompanied with financial statements, reports or other documents in accordance with Alberta securities laws.

RSA 2000 cS‑4 s113;2008 c26 s19

114 Repealed 2006 c30 s17.

115 Repealed 2006 c30 s18.

116 Repealed 2006 c30 s19.

117 Repealed 2006 c30 s20.

118 Repealed 2006 c30 s21.

Other forms of prospectus

119(1) If a person or company meets the requirements of the regulations, that person or company may file in accordance with the regulations

(a) a preliminary short form prospectus, a short form prospectus, a pro forma short form prospectus or an exchange offering prospectus, or

(b) any other prospectus not referred to in clause (a) that is permitted by the regulations.

(2) The filing of a prospectus referred to in subsection (1) shall constitute compliance with this Part on the issuance of a receipt for that prospectus.

1984 c64 s21

Receipt for prospectus

120(1) Subject to subsection (2), the Executive Director shall issue a receipt for a prospectus filed under this Part unless the Executive Director considers that it is not in the public interest to do so.

(2) The Executive Director shall not issue a receipt for a prospectus under this Part if the Executive Director considers that

(a) the prospectus or any document required to be filed with it

(i) does not comply in any substantial respect with any of the requirements of this Part or the regulations,

(ii) contains any statement, promise, estimate or forward‑looking information that is misleading, false or deceptive, or

(iii) contains a misrepresentation,

(b) an unconscionable consideration has been paid or given or is intended to be paid or given for any services or promotional purposes or for the acquisition of property,

(i) the proceeds from the sale of the securities under the prospectus that are to be paid into the treasury of the issuer, and

(ii) the other resources of the issuer

is insufficient to accomplish the purpose of the issue stated in the prospectus,

(d) the issuer cannot reasonably be expected to be financially responsible in the conduct of its business because of the financial condition of

(i) the issuer,

(ii) any of the issuer’s officers, directors, promoters or control persons, or

(iii) the investment fund manager of the issuer or any of the investment fund manager’s officers, directors or control persons,

(e) the business of the issuer may not be conducted with integrity and in the best interests of the security holders of the issuer because of the past conduct of

(i) the issuer,

(ii) any of the issuer’s officers, directors, promoters or control persons, or

(iii) the investment fund manager of the issuer or any of the investment fund manager’s officers, directors or control persons,

(f) a person or company that has prepared or certified any part of the prospectus, or that is named as having prepared or certified a report or valuation used in connection with the prospectus, is not acceptable,

(g) an escrow or pooling agreement in the form that the Executive Director considers necessary or advisable with respect to the securities has not been entered into, or

(h) adequate arrangements have not been made for the holding in trust of the proceeds payable to the issuer from the sale of securities pending the distribution of the securities.

(3) No person or company filing a prospectus shall be refused a receipt for that prospectus without being given an opportunity to be heard.

RSA 2000 cS‑4 s120;2006 c30 s22

121 Repealed 2006 c30 s23.

Distribution of previously issued securities

122(1) If a person or company proposing to make a distribution of previously issued securities of an issuer is unable to obtain from the issuer of the securities information or material that is necessary for the purpose of the distribution or for enabling that person or company to comply with this Part and the regulations, the Executive Director may order the issuer of the securities to give to the person or company that proposes to make the distribution that information and material that the Executive Director considers necessary for the purposes of the distribution or for enabling that person or company to comply with this Part and the regulations.

(2) If a person or company proposing to make a distribution of previously issued securities of an issuer is unable to obtain the signatures to the certificates required by this Part or the regulations or otherwise to comply with this Part or the regulations, the Executive Director, on being satisfied that

(a) all reasonable efforts have been made to comply with this Part and the regulations, and

(b) no person or company is likely to be prejudicially affected by the failure to comply with this Part or the regulations,

may make an order waiving any of the provisions of this Part or the regulations as the Executive Director considers advisable to facilitate the distribution.

1981 cS‑6.1 s98;1988 c7 s1(43);1995 c28 s62

Part 10
Distribution Generally

Distribution of material

123 During the period of time between the issuance of a receipt for a preliminary prospectus and the issuance of a receipt for a prospectus it is permitted to do the following:

(a) communicate with any person or company

(i) identifying the security proposed to be issued,

(ii) stating the price of the security if it is then determined,

(iii) stating the name and address of a person or company from whom purchases of the security may be made, and

(iv) any further information as may be permitted or required by the regulations,

if every communication states the name and address of a person or company from whom a preliminary prospectus may be obtained;

(b) distribute a preliminary prospectus;

(c) solicit expressions of interest from a prospective purchaser if, prior to the solicitation or promptly after the prospective purchaser indicates an interest in purchasing the security, a copy of the preliminary prospectus is forwarded to the prospective purchaser.

1981 cS‑6.1 s99

124 Repealed 2006 c30 s24.

125 Repealed 2006 c30 s25.

Defective preliminary prospectus

126(1) If it appears to the Executive Director that a preliminary prospectus is defective in that it does not substantially comply with the requirements of Alberta securities laws as to form and content, the Executive Director may, without giving notice, order that the trading permitted under section 123 in the security to which the preliminary prospectus relates cease.

(2) An order made under subsection (1) remains in force until a revised preliminary prospectus satisfactory to the Executive Director is filed and forwarded to each recipient of the defective preliminary prospectus who was shown on the record maintained in accordance with the regulations to have received the defective preliminary prospectus.

RSA 2000 cS‑4 s126;2006 c30 s26;2008 c26 s19

Material given on distribution

127 From the date that the Executive Director issues a receipt for a prospectus, a person or company trading in the security in a distribution pursuant to the prospectus, shall not distribute any material respecting the security that is prohibited by the regulations or by an order made by the Executive Director under section 76 or 105.

1981 cS‑6.1 s103;1988 c7 s1(43);1995 c28 s62

Order to cease trading

128(1) If it appears to the Commission, after a receipt is issued for a prospectus, that any of the circumstances set out in section 120(2) exist, the Commission may order that the distribution of the securities under the prospectus cease.

(2) An order made under this section shall be served by the Commission on

(a) the issuer of the securities to which the prospectus relates, and

(b) any person or company that the Commission so directs.

(3) On receipt of the order,

(a) distribution of the securities pursuant to the prospectus by the person or company named in the order shall cease, and

(b) any receipt issued by the Executive Director for the prospectus is revoked.

(4) An order shall not be made under subsection (1) without the issuer being given an opportunity to have a hearing before the Commission.

1981 cS‑6.1 s104;1988 c7 s1(41);1995 c28 s62

Obligation to deliver prospectus

129 A dealer, not acting as an agent of the purchaser, who receives an order or subscription for a security offered in a distribution to which section 110(1) or 121 applies, unless the dealer has previously done so, shall send to a purchaser of the security the latest prospectus and any amendment to the prospectus filed either

(a) before entering into an agreement of purchase resulting from the order or subscription, or

(b) not later than midnight on the 2nd day, exclusive of Saturdays and holidays, after entering into the agreement.

1981 cS‑6.1 s105;1984 c64 s25

Revocation of purchase

130(1) An agreement to purchase securities offered in a subscription to which section 110(1) or 121 applies is not binding on the purchaser if the dealer receives, not later than midnight on the 2nd day exclusive of Saturdays and holidays, after receipt by the purchaser of the latest prospectus or any amendment to the prospectus, notice in writing that the purchaser does not intend to be bound by the agreement of purchase.

(2) A beneficial owner who is not the purchaser under this section may exercise the same rights under subsection (1) as may be exercised by a purchaser.

(3) A purchaser referred to in subsection (1) who is not the beneficial owner of the securities shall advise the person or company that is the beneficial owner of the securities of the provisions of subsections (1) and (2).

(4) Subsection (3) only applies if the purchaser knows the name and address of the beneficial owner of the securities.

(5) Subsections (1) to (3) do not apply if the beneficial owner of the securities is a registrant.

(6) The receipt of the notice referred to in subsection (1) by a dealer is deemed to be receipt of the notice by the vendor of the security.

(7) The onus of proving that the time for giving notice under subsection (1) has expired is on the dealer from whom the purchaser has agreed to purchase the security.

1981 cS‑6.1 s106

Part 11
Exemptions from Prospectus Requirements

131 to 132 Repealed 2005 c18 s19.

133 to 140 Repealed 2003 c32 s16.

Reporting issuer — default

141 The Commission may publish a list of defaulting reporting issuers.

RSA 2000 cS‑4 s141;2003 c32 s17;2006 c30 s29

142 and 143 Repealed 2005 c18 s20.

Discretionary exemptions

144(1) The Commission may, if the Commission considers that it would not be prejudicial to the public interest to do so, make an order granting an exemption from section 75 or 110.

(2) The Commission may, if the Commission considers that it would not be prejudicial to the public interest to do so, make an order that a trade, an intended trade or a class of trades or intended trades is deemed to be a distribution.

(3) The Commission may, if the Commission considers that it would not be prejudicial to the public interest to do so, make an order declaring whether a distribution has been concluded or is still in progress.

(4) An order under this section may be made by the Commission on its own motion or on an application of a person or company directly affected by the trade in respect of which the application is being made.

(5) An order made under subsection (1) may, at the direction of the Commission, come into force on a date prior to the date on which the order is made.

(6) A decision of the Commission under this section is final and there is no appeal from it.

RSA 2000 cS‑4 s144;2007 c10 s16

Reporting issuer by declaration

145(1) On

(a) the application of an issuer, or

(b) the motion of the Executive Director,

the Commission may, if the Commission considers that it would not be prejudicial to the public interest to do so, make an order declaring that a person or company is a reporting issuer for the purposes of this Act and the regulations.

(2) An order under subsection (1) shall not be made without giving the person or company in respect of which the order is made an opportunity to have a hearing before the Commission.

1981 cS‑6.1 s117;1984 c64 s37;1988 c7 s1(20);
1995 c28 s41;1999 c15 s28

Part 12
Continuous Disclosure

Disclosure generally

146 A reporting issuer shall, in accordance with the regulations,

(a) provide prescribed periodic disclosure about its business and affairs,

(b) provide disclosure of a material change, and

RSA 2000 cS‑4 s146;2003 c32 s18;2006 c30 s30

Disclosure of material fact or change

147(1) For the purposes of subsection (2), a security of a reporting issuer includes

(a) a put, call, option or other right or obligation to purchase or sell securities of the reporting issuer, or

(b) a security the market price of which varies materially with the market price of the securities of the reporting issuer.

(2) No person or company in a special relationship with a reporting issuer shall purchase or sell securities of the reporting issuer with the knowledge of a material fact or material change with respect to the reporting issuer that has not been generally disclosed.

(3) No reporting issuer or person or company in a special relationship with a reporting issuer shall, other than when it is necessary in the course of business, inform another person or company of a material fact or material change with respect to the reporting issuer before the material fact or material change has been generally disclosed.

(3.1) No reporting issuer or person or company in a special relationship with a reporting issuer with knowledge of a material fact or material change with respect to the reporting issuer that has not been generally disclosed shall recommend or encourage another person or company to

(a) purchase or sell a security of the reporting issuer, or

(b) enter into a transaction involving a security the value of which is derived from or varies materially with the market price or value of a security of the reporting issuer.

(4) No person or company that proposes

(a) to make a take‑over bid, as defined in Part 14, for the securities of a reporting issuer,

(b) to become a party to a reorganization, amalgamation, merger, arrangement or similar business combination with a reporting issuer, or

shall, other than when it is necessary in the course of business for the carrying out of the take‑over bid, business combination or acquisition, inform another person or company of a material fact or material change with respect to the reporting issuer before the material fact or material change has been generally disclosed.

(5) No person or company shall be found to have contravened subsection (2) if that person or company does one or more of the following:

(a) proves that

(i) the person or company had knowledge of the material fact or material change by reason only that the material fact or material change was known to one or more of that person’s or company’s directors, officers, partners, employees or agents,

(ii) in the case where that person is an individual, that person did not have any actual knowledge of the material fact or material change,

(iii) the decision to purchase or sell the securities was made by that person’s or company’s director, officer, partner, employee or agent who did not have any actual knowledge of the material fact or material change, and

(iv) the person’s or company’s director, officer, partner, employee or agent who had actual knowledge of the material fact or material change did not, with respect to the purchase or sale of the securities, give any specific advice based on that knowledge to that person’s or company’s director, officer, partner, employee or agent who made the decision to purchase or sell the securities;

(b) proves that the person or company

(i) purchased or sold the securities, as an agent for another person or company pursuant to

(A) an unsolicited order, or

(B) a solicited order given prior to the person or company that acted as agent having knowledge of the material fact or material change,

and

(ii) did not, with respect to the purchase or sale of the securities, give any specific advice to that other person or company based on the knowledge of that material fact or change;

(c) proves that the purchase or sale of the securities was made pursuant to the person’s or company’s participation in an automatic dividend reinvestment plan, an automatic security purchase plan or another similar automatic plan that the person or company had entered into prior to the person or company acquiring knowledge of the material fact or material change;

(d) proves that the purchase or sale of the securities was made pursuant to a legal obligation that the person or company had entered into prior to the person or company acquiring knowledge of the material fact or material change;

(e) proves that the person or company, as an agent for another person or company, purchased or sold the securities as a result of that other person’s or company’s

(i) participation in an automatic dividend reinvestment plan, an automatic security purchase plan or another similar automatic plan, or

(ii) legal obligation.

(6) No person or company shall be found to have contravened subsection (2), (3) , (3.1) or (4) if that person or company does one or more of the following:

(a) proves that the person or company reasonably believed that the material fact or material change had been generally disclosed;

(b) proves that the person or company reasonably believed that

(i) the other party to the purchase or sale of the securities, or

(ii) the other person or company informed of the material fact or material change,

had prior knowledge of or ought reasonably to have known of the material fact or material change.

(7) Where a person or company with knowledge of a material fact or material change with respect to a reporting issuer purchases or sells securities of that reporting issuer for the account of another person or company while acting as agent with discretionary authority for that other person or company, the person or company for whose account the securities were purchased or sold is not to be found to have contravened subsection (2) if

(a) the transaction was entered into without the knowledge of the person or company for whose account the securities were purchased or sold,

(b) the material fact or material change was not communicated to the person or company for whose account the securities were purchased or sold, or

(c) the person or company for whose account the securities were purchased or sold had actual knowledge of the material fact or material change but did not exercise influence over or make recommendations to the person or company acting as the agent with the discretionary authority.

(8) It is not a contravention of this section to provide information to the Commission.

RSA 2000 cS‑4 s147;2005 c18 s21

148 Repealed 2003 c32 s19.

149 to 152 Repealed 2006 c30 s31.

Deemed not to be a reporting issuer

153 On the application of a reporting issuer, the Commission may, if the Commission considers that it would not be prejudicial to the public interest to do so, make an order that the reporting issuer is deemed to have ceased to be a reporting issuer.

1981 cS‑6.1 s125;1984 c64 s42;1988 c7 s1(41);1995 c28 s43;
1999 c15 s30

Part 13
Proxies and Proxy Solicitations

154 Repealed 2006 c30 s32.

155 and 156 Repealed 2003 c32 s24.

Voting — proxies

157(1) Notwithstanding that the form of proxy of those proxies present at a meeting specifies how a person or company whose proxy is solicited may vote the securities registered in the name of that person or company, the chair of the meeting may, subject to subsection (2), refuse to conduct a vote by way of ballot on a matter or group of matters.

(2) At a meeting the vote shall be conducted by ballot if

(a) a poll is demanded by any security holder present in person or represented by proxy at the meeting, or

(b) the proxies

(i) require that the securities represented by them be voted against what would otherwise be the decision of the meeting in relation to those matters or group of matters being decided, and

(ii) represent more than 5% of all the voting rights attached to all the securities entitled to be voted and represented at the meeting.

1981 cS‑6.1 s129

Proxies and information circular

157.1(1) Where the regulations provide for the form, content, filing and sending of information circulars or form of proxy, any person or company that sends or is required to send an information circular or a form of proxy to security holders of a reporting issuer must do so in accordance with those regulations.

(2) A proxy that is executed by a security holder may confer authority, and is subject to any restrictions, as prescribed or otherwise provided for under the regulations.

2003 c32 s25

Part 14
Take‑over Bids and Issuer Bids

Interpretation

158 For the purposes of this Part,

(a) “interested person” means

(i) an issuer whose securities are the subject of a take-over bid, issuer bid or other offer to acquire,

(ii) a security holder, director or officer of an issuer described in subclause (i),

(iii) an offeror,

(iv) the Executive Director, and

(v) any person or company not referred to in subclauses (i) to (iv) who, in the opinion of the Commission or the Court of Queen’s Bench, as the case may be, is a proper person to make an application under section 179 or 180;

(b) “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

(i) made by the issuer of the security, and

(ii) within a prescribed class of offers, acquisitions or redemptions;

(i) made directly or indirectly by a person or company other than the issuer of the security, and

(ii) within a prescribed class of offers to acquire.

RSA 2000 cS‑4 s158;2006 c30 s33

Making a bid

159 A person or company shall not make a take-over bid or issuer bid, whether alone or acting jointly or in concert with one or more persons, except in accordance with the regulations.

RSA 2000 cS‑4 s159;2006 c30 s33

Directors’ or director’s or officer’s recommendation

160(1) When a take-over bid has been made, the directors of the issuer whose securities are the subject of the bid shall

(a) determine whether to recommend acceptance or rejection of the bid or determine not to make a recommendation, and

(b) make the recommendation, or a statement that they are not making a recommendation, in accordance with the regulations.

(2) An individual director or officer of the issuer described in subsection (1) may recommend acceptance or rejection of the take-over bid if the recommendation is made in accordance with the regulations.

2000 c30 s33

161 to 175 Repealed 2006 c30 s33.

176 to 178 Repealed 2006 c30 s34.

Applications to the Commission

179(1) On application by an interested person, if the Commission considers that a person has not complied or is not complying with this Part or the regulations, the Commission may make an order

(a) restraining the distribution of any document, record or materials used or issued in connection with a take-over bid or issuer bid,

(b) requiring an amendment to or variation of any document, record or materials used or issued in connection with a take-over bid or issuer bid and requiring the distribution of amended, varied or corrected information,

(d) restraining any person or company from contravening this Part or the regulations, or

(e) directing the directors and officers of any person or company to cause the person or company to comply with or to cease contravening this Part or the regulations.

(2) On application by an interested person, the Commission may order that a person or company is exempt from any requirement under this Part or the regulations if the Commission considers it would not be prejudicial to the public interest to do so.

RSA 2000 cS‑4 s179;2006 c30 s35

Applications to the court

180(1) On application by an interested person, if the Court of Queen’s Bench is satisfied that a person or company has not complied with this Part or the regulations, the Court of Queen’s Bench may make an interim or final order as the court sees 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 this Part or the regulations,

(b) rescinding a transaction with any interested person, including the issue of a security or a purchase and sale of a security,

(c) requiring any person or company to dispose of any securities acquired pursuant to or in connection with a take-over bid or issuer bid,

(d) prohibiting any person or company from exercising any or all of the voting rights attached to any securities, or

(e) requiring the trial of an issue.

(2) If the Executive Director is not the applicant under subsection (1), the Executive Director

(a) must be given notice of the application, and

(b) is entitled to appear at the hearing and make representations to the Court of Queen’s Bench.

RSA 2000 cS‑4 s180;2006 c30 s36

Part 15
Insider Trading and Self‑dealing

Interpretation

181(1) In this Part,

(a) “mutual fund” means, except in section 185, a mutual fund that is a reporting issuer;

(b) “related mutual funds” includes more than one mutual fund under common management;

(c) “related person or company” means, in relation to a mutual fund, a person in whom or a company in which, the mutual fund, its management company and its distribution company are prohibited by this Part from making any investment.

(2) For the purposes of this Part,

(a) any issuer in which

(i) a mutual fund holds in excess of 10% of the voting securities, or

(ii) a mutual fund and related mutual funds hold in excess of 20% of the voting securities,

is deemed to be a related person or company of that mutual fund or of each of those mutual funds, as the case may be;

(b) the acquisition or disposition of a put, call or other option with respect to a security is deemed to be a change in the beneficial ownership of the security to which the put, call or other option relates;

(i) an offer to sell is accepted by the purchaser or the purchaser’s agent, or

(ii) an offer to buy is accepted by the vendor or the vendor’s agent.

1981 cS‑6.1 s146

Reports of insider

182(1) Subject to the regulations, a person or company that becomes an insider of a reporting issuer, other than a mutual fund, shall file a report with the Executive Director disclosing any direct or indirect beneficial ownership of or control or direction over securities of the reporting issuer.

(2) Subject to the regulations, an insider

(a) who has filed or is required to file a report under this section or any predecessor of it, and

(b) whose direct or indirect beneficial ownership of or control or direction over securities of the reporting issuer changes from that shown or required to be shown in the report or in the latest report filed by the insider under this section or any predecessor of it,

shall file with the Executive Director a report of the following:

(c) the insider’s direct or indirect beneficial ownership of or the insider’s control or direction over securities of the reporting issuer;

(d) the transfer, if any, of the insider’s securities of the reporting issuer into the name of an agent, nominee or custodian other than giving collateral for a bona fide debt;

(e) the change or changes in the report or latest report, as the case may be, setting out those details of each transaction that are required by the regulations.

(3) Subject to the regulations, a person or company that becomes an insider of a reporting issuer by reason of section 8 shall file with the Executive Director the reports required by subsections (1) and (2) of this section for the previous 6 months or such shorter period that the person or company was a director or officer of the reporting issuer.

RSA 2000 cS‑4 s182;2007 c10 s17

Early warning

182.1 If a person or company acquires beneficial ownership, directly or indirectly of, or direct or indirect control or direction over, securities of a prescribed type or class of a reporting issuer representing a prescribed percentage of the outstanding securities of that type or class, the person or company and any person or company acting jointly or in concert with the person or company shall make and file disclosure in accordance with the regulations and comply with any prohibitions in the regulations on transactions in securities of the reporting issuer.

2006 c30 s39

Report of a legal owner

183 If voting securities are registered in the name of a person or company other than the beneficial owner and the person or company knows that

(a) the securities are beneficially owned by an insider, and

(b) the insider has failed to file a report of ownership as required by this Part,

the person or company shall file with the Executive Director a report in accordance with the regulations unless the transfer to the person or company was for the purpose of giving collateral for a bona fide debt.

1981 cS‑6.1 s150;1988 c7 s1(27);1995 c28 s62

Interpretation

184(1) For the purposes of sections 185 to 189,

(a) “investment” means a purchase of any security or any class of securities of an issuer including loans to persons or companies, but does not include advances or loans, whether secured or unsecured, that

(i) are made by a mutual fund or its management company or distribution company, and

(ii) are ancillary to the main business of the mutual fund or its management company or distribution company;

(b) a person or company or a combination of persons or companies has a significant interest in an issuer, if,

(i) in the case of a person or company, the person or company, as the case may be, owns beneficially, either directly or indirectly, more than 10%, or

(ii) in the case of a combination of persons or companies, they own beneficially, either individually or together and either directly or indirectly, more than 50%,

of the outstanding shares or units of the issuer;

(c) a person or company or a combination of persons or companies is a substantial security holder of an issuer if that person or company or combination of persons or companies owns beneficially, either individually or together or directly or indirectly, voting securities to which are attached more than 20% of the voting rights attached to all the voting securities of the issuer for the time being outstanding;

(d) if a person or company or a combination of persons or companies owns beneficially, directly or indirectly, voting securities of an issuer, that person or company or combination of persons or companies is 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, in a proportion that is equal to the proportion of the voting securities of the first mentioned issuer that are owned beneficially, directly or indirectly by that person or company or combination of persons or companies.

(2) For the purposes of subsection (1)(c), when computing the percentage of voting rights attached to voting securities owned by an underwriter there shall be excluded any voting securities acquired by the person as underwriter in a distribution of the securities up until the time of completion or cessation of the distribution by the underwriter.

1981 cS‑6.1 s151

Loans and investments of mutual funds

185(1) No mutual fund shall knowingly make an investment by way of loan to

(a) an officer or director of the mutual fund or its management company or its distribution company or an associate of any of them, or

(b) an individual, if the individual or an associate of the individual is a substantial security holder of the mutual fund or its management company or its distribution company.

(2) No mutual fund shall knowingly make an investment

(a) in a person or company that is a substantial security holder of the mutual fund or its management company or its distribution company,

(b) in a person or company in which the mutual fund, alone or together with one or more related mutual funds, is a substantial security holder, or

(i) an officer or director of the mutual fund or its management company or its distribution company or an associate of any of them has a significant interest, or

(ii) a person or company that is a substantial security holder of the mutual fund or its management company or in which the mutual fund’s distribution company has a significant interest.

(3) No mutual fund or its management company or its distribution company shall knowingly hold an investment that is an investment described in this section at any time after July 31, 1982.

1981 cS‑6.1 s152

Indirect investment

186(1) No mutual 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

(a) to whom it is by section 185 prohibited from making a loan, or

(b) in which it is prohibited from making an investment.

(2) For the purpose of section 185, a contract or other arrangement referred to in subsection (1) is deemed to be a loan or an investment, as the case may be.

1981 cS‑6.1 s153

187 Repealed 2006 c30 s41.

Permitted investment — mutual fund

188 A mutual fund is not prohibited from making an investment in an issuer by reason only that a person or company or a combination of persons or companies that owns beneficially, directly or indirectly, voting securities of the mutual fund or its management company or its distribution company is by reason of the investment deemed under section 184(d) to own beneficially voting securities of the issuer.

1981 cS‑6.1 s155

Fees on investment

189(1) No mutual fund shall make an investment in consequence of which a related person or company of the mutual fund will receive a fee or other compensation except fees paid pursuant to a contract that is disclosed in a preliminary prospectus or prospectus that is filed by the mutual fund and is accepted by the Executive Director.

(2) The Commission may

(a) on the application of a mutual fund, and

(b) if the Commission considers that it would not be prejudicial to the public interest to do so,

order that subsection (1) does not apply to the mutual fund.

1981 cS‑6.1 s156;1988 c7 s1(41)(43);1995 c28 s48

190 Repealed 2007 c10 s18.

Filing by management companies

191(1) Every management company shall, in respect of each mutual fund to which it provides service or advice, file a report prepared in accordance with the regulations of the following matters within 30 days from the end of the month in which the matter occurred:

(a) every transaction of purchase or sale of securities between the mutual fund and any related person or company;

(b) every loan

(i) received by the mutual fund from, or

(ii) made by the mutual fund to,

any of its related persons or companies;

(c) every purchase or sale effected by the mutual fund through any related person or company with respect to which the related person or company received a fee either from the mutual fund or from the other party to the transaction or from both;

(d) every transaction, other than an arrangement relating to insider trading in portfolio securities, in which the mutual fund is a joint participant with one or more of its related persons or companies.

(2) The Commission may order that subsection (1) does not apply to any transaction or class of transactions.

1981 cS‑6.1 s158;1988 c7 s1(41);1995 c28 s62

192 Repealed 2008 c26 s8.

Trades by mutual fund insiders

193 No person or company that has access to

(a) information concerning the investment program of a mutual fund, or

(b) the investment portfolio managed for a client by an adviser,

shall purchase or sell securities of an issuer for the person’s or company’s account if

(i) the mutual fund, or

(ii) the investment portfolio managed for a client by an adviser

include securities of that issuer, and

(d) the information is used by the person or company for the person’s or company’s direct benefit or advantage.

RSA 2000 cS‑4 s193;2008 c26 s9

Authorized exceptions to prohibitions

193.1 If the regulations so provide, a body established under section 193.2(1) by an investment fund may approve a transaction that is prohibited under this Part, in which case the prohibition does not apply to the transaction.

2006 c30 s43

Oversight, etc., of investment funds

193.2(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 193.1, and disclosing information to security holders of the fund, to the investment fund manager and to the Commission.

(2) The body has such powers and duties as may be prescribed by the regulations.

2006 c30 s43

Part 16
Enforcement

General offences and penalties

194(1) A person or company that contravenes Alberta securities laws is guilty of an offence and is liable to a fine of not more than $5 000 000 or to imprisonment for a term of not more than 5 years less a day, or to both.

(2) No person or company is guilty of an offence under section 92(4.1) or 221.1 if the person or company, as the case may be, did not know, and in the exercise of reasonable diligence would not have known, that the statement referred to in that subsection was misleading or untrue or that it omitted to state a fact that was required to be stated or that was necessary to make the statement not misleading in light of the circumstances in which it was made.

(3) Every director or officer of a person or company or a person other than an individual who authorizes, permits or acquiesces in the commission of an offence under subsection (1) by the person or company, whether or not a charge has been laid or a finding of guilt has been made against the person or company in respect of the offence under subsection (1), is also guilty of an offence and is liable to a fine of not more than $5 000 000 or to imprisonment for a term of not more than 5 years less one day or to both.

(4) Despite the fine under subsection (1), a person or company that contravenes section 147 is guilty of an offence and is liable to a fine of

(a) an amount not less than the profit made by the person or company because of the contravention, and

(b) an amount not more than the greater of

(i) $5 000 000, and

(ii) an amount equal to triple the amount of the profit made or the loss avoided by the person or company because of the contravention.

(5) If it is not possible to determine the profit made or the loss avoided by a person or company by reason of the contravention, subsection (4) does not apply and subsection (1) applies.

(6) If a person or company is guilty of an offence under this section, the court

(a) may make an order requiring the person or company to compensate or make restitution to an aggrieved person or company, and

(b) may make any other order that the court considers appropriate in the circumstances.

RSA 2000 cS‑4 s194;2003 c32 s26;2005 c18 s22;
2008 c26 s10

Interpretation

195(1) In this section,

(a) “highest price received” means the highest price at which the seller sold any one security of the securities sold after the seller had knowledge of the material fact or material change;

(b) “lowest price paid” means the lowest price paid by the purchaser for any one security of the securities that the purchaser purchased after the purchaser had knowledge of the material fact or material change;

(c) “market price” means the weighted average market price of the securities as determined with respect to the first 20 trading days for that security following the general disclosure of the material fact or material change;

(d) “purchaser” means a person or company that purchased securities in contravention of section 147(2);

(e) “securities” means securities purchased or sold in contravention of section 147(2);

(f) “seller” means a person or company that sold securities in contravention of section 147(2).

(2) For the purposes of section 194(4) and (5),

(a) “loss avoided” means the amount by which the amount received for the security sold in contravention of section 147(2) exceeds the average trading price of the security in the 20 trading days following the general disclosure of the material fact or the material change;

(b) “profit made” means

(i) the amount by which the average trading price of the security in the 20 days following general disclosure of the material fact or the material change exceeds the amount paid for the security purchased in contravention of section 147(2),

(ii) in respect of a short sale, the amount by which the amount received for the security sold in contravention of section 147(2) exceeds the average trading price of the security in the 20 trading days following general disclosure of the material fact or the material change, or

(iii) the value of any consideration received for informing another person or company of a material fact or material change with respect to the reporting issuer in contravention of section 147(3) or (4).

RSA 2000 cS‑4 s195;2005 c18 s23

Extra-provincial warrant

196(1) If a provincial judge, magistrate or justice of another province or territory issues a warrant for the arrest of a person on a charge of contravening any provision of a statute or regulation of that province that is similar to this Act or the regulations, a judge of the Provincial Court or justice of Alberta within whose jurisdiction that person is or is suspected to be, may, on satisfactory proof of the handwriting of the provincial judge, magistrate or justice who issued the warrant, make an endorsement on the warrant in the form prescribed by the regulations.

(2) A warrant endorsed under subsection (1) is sufficient authority to

(a) the person bringing the warrant,

(b) all persons to whom the warrant was originally directed, and

(c) all peace officers within the territorial jurisdiction of the judge of the Provincial Court or justice so endorsing the warrant,

to execute it within Alberta and to take the person arrested under it either out of or anywhere in Alberta and to re‑arrest the person anywhere in Alberta.

(3) A peace officer of Alberta or of any other province or territory who is passing through Alberta having in the peace officer’s custody a person arrested in another province or territory under a warrant endorsed under subsection (1) is entitled to hold, take and re‑arrest the accused anywhere in Alberta under the warrant without proof of the warrant or the endorsement of it.

RSA 2000 cS‑4 s196;2008 c32 s29

Declaration of non-compliance

197(1) The Executive Director, in addition to any other rights that the Executive Director or the Commission may have, may, where the Executive Director considers it to be in the public interest to do so, apply to the Court of Queen’s Bench for a declaration that a person or company has not complied with or is not complying with any provision of Alberta securities laws.

(2) Neither the Executive Director nor the Commission is required, before making an application under subsection (1), to hold a hearing to determine whether the person or company has not complied with or is not complying with any provision of Alberta securities laws.

(3) If the Court makes a declaration under subsection (1), the Court may, notwithstanding

(a) the imposition of any penalty under section 194, or

(b) any order made under section 198 or 199,

make any order under this section that the Court considers appropriate with respect to the person or company.

(4) Without limiting the generality of subsection (3), an order made under subsection (3) may include one or more of the following:

(a) an order that the person or company comply with the provision or the decision;

(b) an order that the person or company purchase securities of a security holder;

(d) an order requiring the issuance, cancellation, purchase, exchange or disposition of a security or exchange contract;

(e) an order prohibiting the voting or exercise of any other right attaching to a security or exchange contract;

(f) an order appointing officers and directors in place of or in addition to all or any of the officers of the issuer that is the subject of the application;

(g) an order directing a person or company to submit to a review by the Commission of the person’s or company’s practices and procedures and to institute changes as directed by the Commission;

(h) an order directing that the person or company repay to a security holder any part of the money paid by the security holder for a security or exchange contract;

(i) an order requiring the person or company to compensate or make restitution to an aggrieved person or company;

(j) an order requiring the person or company to pay general or punitive damages to any other person or company;

(k) an order requiring the person or company to pay to the Minister any amounts obtained as a result of the non‑compliance with any provision of Alberta securities laws.

(5) An application under this section may be made ex parte, unless the Court of Queen’s Bench otherwise directs.

RSA 2000 cS‑4 s197;2005 c18 s24;2006 c23 s74;
2008 c26 s19

Cease trading order, etc.

198(1) Where the Commission considers that it is in the public interest to do so, the Commission may order one or more of the following:

(a) that trading in or purchasing cease in respect of any security or exchange contract as specified in the order;

(b) that a person or company cease trading in or purchasing securities, exchange contracts, specified securities or a class of securities or exchange contracts as specified in the order;

(b.1) that the registration or recognition of a person or company under Alberta securities laws be suspended or restricted for such period as is specified in the order or be terminated, or that terms, conditions, restrictions or requirements be imposed on the registration or recognition;

(b.2) that a person or company be reprimanded;

(c) that any or all of the exemptions contained in Alberta securities laws do not apply to the person or company named in the order;

(d) that a person resign one or more positions that the person holds as a director or officer of an issuer, registrant or investment fund manager;

(e) that a person is prohibited from becoming or acting as a director or officer or as both a director and an officer of any issuer, registrant or investment fund manager;

(e.1) that a person or company is prohibited from advising in securities or exchange contracts;

(e.2) that a person or company is prohibited from becoming or acting as a registrant, investment fund manager or promoter;

(e.3) that a person or company is prohibited from acting in a management or consultative capacity in connection with activities in the securities market;

(e.4) that a person or company referred to in subsection (1.01) submit to a review of its practices and procedures;

(e.5) that a person or company referred to in subsection (1.01) make changes to its practices and procedures;

(f) that a person or company is prohibited from disseminating to the public, or authorizing the dissemination to the public of, any information, document, record or other material of any kind that is described in the order;

(g) that a person or company disseminate to the public, by the method, if any, described in the order, the information, document, record or other material relating to the affairs of the registrant or issuer that the Commission considers must be disseminated;

(h) that a person or company amend, in the manner specified in the order, any information or record of any kind disseminated to the public as described in the order;

(i) if a person or company has not complied with Alberta securities laws, that the person or company pay to the Commission any amounts obtained or payments or losses avoided as a result of the non‑compliance.

(1.01) An order under subsection (1)(e.4) or (e.5) may be made against

(a) an exchange or a quotation and trade reporting system,

(b) a self‑regulatory organization,

(d) a registrant,

(e) a partner, director, officer, insider or control person of a registrant,

(f) a person providing record‑keeping services to a registrant,

(g) a person that manages a compensation, contingency or similar fund formed to compensate clients of dealers or advisers,

(h) an issuer,

(i) an investment fund manager or custodian of assets or securities of an investment fund,

(j) a transfer agent or registrar for securities of an issuer,

(k) a director, officer, insider or control person of an issuer,

(l) a general partner of a person or company referred to in this subsection, or

(m) a person or company that the Commission has ordered is exempt from a provision of Alberta securities laws.

(1.1) The Commission may, after providing an opportunity to be heard, make an order under subsection (1)(a) to (h) in respect of a person or company if the person or company

(a) has been convicted in Canada or elsewhere of an offence

(i) arising from a transaction, business or course of conduct related to securities or exchange contracts, or

(ii) under laws respecting trading in securities or exchange contracts,

(b) has been found by a court in Canada or elsewhere to have contravened laws respecting trading in securities or exchange contracts,

(c) is subject to an order made by a securities regulatory authority in Canada or elsewhere imposing sanctions, conditions, restrictions or requirements on the person or company, or

(d) has agreed with a securities regulatory authority in Canada or elsewhere to be subject to sanctions, conditions, restrictions or requirements.

(1.2) The Commission may, after providing an opportunity to be heard, make an order under subsection (1)(a) to (h) against a director or officer of a company or of a person other than an individual who authorizes, permits or acquiesces in the contravention of Alberta securities laws or conduct contrary to the public interest.

(2) An order under subsection (1) , (1.1) or (1.2) is subject to any terms and conditions that the Commission may impose.

(3) The Commission shall not make an order under subsection (1) without conducting a hearing.

RSA 2000 cS‑4 s198;2005 c18 s25;2006 c30 s44;
2007 c10 s19;2008 c26 ss11,19;2009 c14 s2

Administrative penalty

199(1) If the Commission, after a hearing,

(a) determines that

(i) a person or company has contravened or failed to comply with any provision of Alberta securities laws, or

(ii) a director or officer of a person or company or a person other than an individual authorized, permitted or acquiesced in a contravention or failure to comply with any provision of Alberta securities laws by the person or company,

and

(b) considers it to be in the public interest to make the order,

the Commission may order the person or company to pay an administrative penalty of not more than $1 000 000 for each contravention or failure to comply.

(2) The Commission may make an order pursuant to this section notwithstanding the imposition of any other penalty or sanction on the person or company or the making of any other order by the Commission related to the same matter.

RSA 2000 cS‑4 s199;2005 c18 s26;2006 c30 s45

Filing decision with Court

200(1) Where the Commission has made a decision after conducting a hearing, the Commission may at any time file a certified copy of that decision with the clerk of the Court of Queen’s Bench, and on being filed with the clerk of the Court of Queen’s Bench that decision has the same force and effect as if it were a judgment of the Court of Queen’s Bench.

(2) Where a decision filed under subsection (1) includes an administrative penalty levied pursuant to section 199, the administrative penalty in the amount specified in the decision may be collected as a judgment of the Court of Queen’s Bench for the recovery of debt.

1991 c33 s33;1995 c28 s62;1999 c15 s36

Limitation period

201 No proceedings under this Part shall be commenced in a court or before the Commission more than 6 years from the day of the occurrence of the event that gave rise to the proceedings.

1981 cS‑6.1 s167;1988 c7 s1(32);1991 c33 s34;1995 c28 s62

Payment of costs

202(1) If, in respect of a person or company whose affairs were the subject of an investigation, the Commission or the Executive Director

(a) is satisfied that the person or company has not complied with, or is not complying with, any provision of Alberta securities laws, or

(b) considers that the person or company has not acted in the public interest,

the Commission or the Executive Director, as the case may be, may, after conducting a hearing, order the person or company to pay, subject to the regulations, the costs of the investigation, including any costs incurred in respect of services provided by persons appointed or engaged under section 28, 41 or 43 or the appearance of any witnesses under this Act.

(2) If, in respect of a person or company whose affairs were the subject of a hearing, the Commission or the Executive Director, as the case may be, after conducting the hearing

(a) is satisfied that the person or company has not complied with, or is not complying with, any provision of Alberta securities laws, or

(b) considers that the person or company has not acted in the public interest,

the Commission or the Executive Director, as the case may be, may order the person or company to pay, subject to the regulations, the costs of or related to the hearing that are incurred by or on behalf of the Commission or the Executive Director, including any costs incurred in respect of services provided by persons appointed or engaged under section 28, 41 or 43 or the appearance of any witnesses under this Act.

(3) Where a person or company is guilty of an offence under Alberta securities laws, the Executive Director may order the person or company to pay, subject to the regulations, the costs of any investigation carried out in respect of that offence, including any costs incurred in respect of services provided by persons appointed or engaged under section 28, 41 or 43 and the appearance of any witnesses under this Act.

(4) The Executive Director may prepare and file with the clerk of the Court of Queen’s Bench a certificate certifying the amount of the costs that the person or company is required to pay under subsection (1), (2) or (3).

(5) A certificate filed under subsection (4) with the clerk of the Court of Queen’s Bench has the same force and effect as if it were a judgment of the Court of Queen’s Bench for the recovery of debt in the amount specified in the certificate together with costs of filing.

(6) The Alberta Rules of Court with respect to costs and the taxation of costs do not apply to costs referred to in this section.

RSA 2000 cS‑4 s202;2008 c26 s19

Part 17
Civil Liability

Civil liability — prospectus

203(1) If a prospectus contains a misrepresentation, a purchaser who purchases a security offered by it during the period of distribution has, without regard to whether the purchaser relied on the misrepresentation, a right of action for damages against

(a) the issuer or a selling security holder on whose behalf the distribution is made,

(b) each underwriter of the securities that is in a contractual relationship with the issuer or selling security holder on whose behalf the distribution is made,

(d) every person or company whose consent to disclosure of information in the prospectus has been filed but only with respect to reports, opinions or statements that have been made by them, and

(e) every person or company, other than the ones referred to in clauses (a) to (d), who signed the prospectus.

(2) If a prospectus contains a misrepresentation, a purchaser who purchases a security offered by it during the period of distribution has, without regard to whether the purchaser relied on the misrepresentation, a right of action for rescission against

(a) the issuer or a selling security holder on whose behalf the distribution is made,

(b) each underwriter of the securities that is in a contractual relationship with the issuer or selling security holder on whose behalf the distribution is made, and

(3) If the purchaser elects to exercise a right of action for rescission against a person or company, the purchaser shall have no right of action for damages against that person or company.

(4) No person or company is liable under subsection (1) or (2) if the person or company proves that the purchaser purchased the securities with knowledge of the misrepresentation.

(5) No person or company, other than the issuer or selling security holder, is liable under subsection (1) or (2) if the person or company proves

(a) that the prospectus was filed without the person’s or company’s knowledge or consent and that, on becoming aware of its filing, the person or company promptly gave reasonable general notice that it was so filed;

(b) that, after the issue of a receipt for the prospectus and before the purchase of the securities by the purchaser, on becoming aware of any misrepresentation in the prospectus the person or company withdrew the person’s or company’s consent to it and gave reasonable general notice of the withdrawal and the reason for it;

(c) that, with respect to any part of the prospectus purporting to be made on the authority of an expert or purporting to be a copy of or an extract from a report, opinion or statement of an expert, the person or company had no reasonable grounds to believe and did not believe that

(i) there had been a misrepresentation,

(ii) the part of the prospectus did not fairly represent the report, opinion or statement of the expert, or

(iii) the part of the prospectus was not a fair copy of or extract from the report, opinion or statement of the expert;

(d) that, with respect to any part of the prospectus purporting to be made on the person’s or company’s own authority as an expert or purporting to be a copy of or an extract from the person’s or company’s own report, opinion or statement as an expert, but that contains a misrepresentation attributable to a failure to represent fairly the person’s or company’s report, opinion or statement as an expert,

(i) the person or company had, after reasonable investigation, reasonable grounds to believe and did believe that the part of the prospectus fairly represented the person’s or company’s report, opinion or statement, or

(ii) on becoming aware that the part of the prospectus did not fairly represent the person’s or company’s report, opinion or statement as an expert, the person or company promptly advised the Executive Director and gave reasonable general notice that misuse had been made of it and that the person or company would not be responsible for that part of the prospectus;

(e) that, with respect to a false statement purporting to be a statement made by an official person or contained in what purports to be a copy of or extract from a public official document,

(i) it was a correct and fair representation of the statement or copy of or extract from the document, and

(ii) the person or company had reasonable grounds to believe and did believe that the statement was true.

(6) No person or company, other than the issuer or selling security holder, is liable under subsection (1) or (2) with respect to any part of the prospectus purporting to be made on the person’s or company’s own authority as an expert or purporting to be a copy of or an extract from the person’s or company’s own report, opinion or statement as an expert unless the person or company

(a) did not conduct an investigation sufficient to provide reasonable grounds for a belief that there had been no misrepresentation, or

(b) believed there had been a misrepresentation.

(7) No person or company, other than the issuer or selling security holder, is liable under subsection (1) or (2) with respect to any part of the prospectus not purporting to be made on the authority of an expert and not purporting to be a copy of or an extract from a report, opinion or statement of an expert unless the person or company

(a) did not conduct an investigation sufficient to provide reasonable grounds for a belief that there had been no misrepresentation, or

(b) believed there had been a misrepresentation.

(8) No underwriter is liable for more than the total public offering price represented by the portion of the distribution underwritten by the underwriter.

(9) In an action for damages pursuant to subsection (1), the defendant is not liable for all or any portion of the damages that the defendant proves do not represent the depreciation in value of the security as a result of the misrepresentation relied on.

(10) All or any one or more of the persons or companies specified in subsection (1) that are found to be liable or accept liability under this section are jointly and severally liable.

(11) If in a distribution of securities

(a) no receipt for a prospectus was issued,

(b) no exemption exists or was given exempting the filing of a prospectus, and

each purchaser of the securities has a right of rescission and a right of action for damages as if a prospectus containing a misrepresentation had been filed in respect of the distribution.

(12) Repealed 2005 c18 s27.

(13) The amount recoverable under this section shall not exceed the price at which the securities were offered to the public.

(13.1) A defendant who is found liable to pay a sum in damages may recover a contribution, in whole or in part, from a person who is jointly and severally liable under this section to make the same payment in the same cause of action unless, in all circumstances of the case, the court is satisfied that it would not be just and equitable.

(14) The right of action for rescission or damages conferred by this section is in addition to and does not derogate from any other right that the purchaser may have at law.

(15) If a misrepresentation is contained in a record incorporated by reference in, or deemed incorporated into, a prospectus, the misrepresentation is deemed to be contained in the prospectus.

RSA 2000 cS‑4 s203;2003 c32 s27;2005 c18 s27;
2006 c30 s46;2007 c10 s20

Civil liability — offering memorandum

204(1) If an offering memorandum contains a misrepresentation when a person or company purchases a security offered by the offering memorandum, the purchaser has, without regard to whether the purchaser relied on the misrepresentation, a right of action

(a) for damages against

(i) the issuer,

(ii) every director of the issuer at the date of the offering memorandum, and

(iii) every person or company who signed the offering memorandum,

and

(b) for rescission against the issuer.

(2) Notwithstanding subsection (1)(b), if the purchaser elects to exercise a right of rescission against the issuer, the purchaser has no right of action for damages against a person or company referred to in subsection (1)(a).

(3) Where a misrepresentation is contained in an offering memorandum, no person or company is liable under subsection (1)

(a) if the person or company proves that the purchaser had knowledge of the misrepresentation;

(b) if the person or company proves that the offering memorandum was sent to the purchaser without the person’s or company’s knowledge or consent and that, on becoming aware of its being sent, the person or company promptly gave reasonable notice to the issuer that it was sent without the knowledge and consent of the person or company;

(c) if the person or company proves that the person or company, on becoming aware of the misrepresentation in the offering memorandum, withdrew the person’s or company’s consent to the offering memorandum and gave reasonable notice to the issuer of the withdrawal and the reason for it;

(d) if, with respect to any part of the offering memorandum purporting to be made on the authority of an expert or purporting to be a copy of, or an extract from, a report, opinion or statement of an expert, the person or company proves that the person or company did not have any reasonable grounds to believe and did not believe that

(i) there had been a misrepresentation, or

(ii) the relevant part of the offering memorandum

(A) did not fairly represent the report, opinion or statement of the expert, or

(B) was not a fair copy of, or an extract from, the report, opinion or statement of the expert;

(e) with respect to any part of the offering memorandum not purporting to be made on the authority of an expert and not purporting to be a copy of, or an extract from, a report, opinion or statement of an expert, unless the person or company

(i) did not conduct an investigation sufficient to provide reasonable grounds for a belief that there had been no misrepresentation, or

(ii) believed there had been a misrepresentation.

(4) The amount recoverable under this section shall not exceed the price at which the securities were offered under the offering memorandum.

(5) Subsection (3)(b) to (e) do not apply to the issuer.

(6) In an action for damages pursuant to subsection (1), the defendant is not liable for all or any part of the damages that the defendant proves do not represent the depreciation in value of the security as a result of the misrepresentation.

(7) All or any one or more of the persons or companies specified in subsection (1) that are found to be liable or accept liability under this section are jointly and severally liable.

(8) A defendant who is found liable to pay a sum in damages may recover a contribution, in whole or in part, from a person who is jointly and severally liable under this section to make the same payment in the same cause of action unless, in all circumstances of the case, the court is satisfied that it would not be just and equitable.

(9) The right of action for rescission or damages conferred by this section is in addition to and does not derogate from any other right that the purchaser may have at law.

(10) If a misrepresentation is contained in a record incorporated by reference in, or deemed incorporated into, an offering memorandum, the misrepresentation is deemed to be contained in the offering memorandum.

RSA 2000 cS‑4 s204;2003 c32 s28;2007 c10 s21

Civil liability — circular

205(1) If a take‑over bid circular or a notice of change or variation is sent to the holders of securities of an offeree issuer or to the holders of securities convertible into securities of an offeree issuer as required under the regulations and that document contains a misrepresentation, each of those holders may, without regard to whether the holders relied on the misrepresentation, elect to exercise a right of action

(a) for rescission or damages against the offeror, or

(b) for damages against

(i) every person who, at the time the circular or notice was signed, was a director of the offeror,

(ii) every person or company whose consent has been filed pursuant to a requirement of the regulations, but only with respect to reports, opinions or statements that have been made by them, and

(iii) each person, other than the ones referred to in subclause (i), who signed a certificate in the circular or notice.

(2) If a directors’ circular or an individual director’s or officer’s circular or any notice of change or variation to one of those circulars is sent to security holders of an offeree issuer as required under the regulations and that document contains a misrepresentation, each of the persons or companies to whom the circular or notice was sent is deemed to have relied on the misrepresentation, and

(a) in respect of a misrepresentation in a directors’ circular or a notice of change or variation to it, has a right of action for damages against

(i) every director or officer who signed the circular or notice of change or variation, and

(ii) every person or company whose consent has been filed pursuant to a requirement of the regulations, but only with respect to reports, opinions or statements that have been made by the

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