Securities Law & Instruments

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BILL 218
ONTARIO TAX PLAN FOR MORE JOBS AND GROWTH ACT, 2009




Schedules C and S of the Ontario Tax Plan For More Jobs And Growth Act, 2009 (Bill 218) contain amendments to the Commodity Futures Act and the Securities Act. Bill 218 received Royal Assent on December 15, 2009 and these amendments came into force on the same date. These Schedules may be viewed on the Ontario Legislative Assembly’s website at www.ontla.on.ca. In addition, consolidated versions of the Securities Act and the Commodity Futures Act reflecting these amendments are expected to be available shortly on the Ontario e-laws site at www.e-laws.gov.on.ca.

The Explanatory Notes in Bill 218 provide details on these amendments. The relevant extracts of the Explanatory Notes are reproduced below.

Explanatory Notes

SCHEDULE C
COMMODITY FUTURES ACT


The enactment of paragraph 1.1 of subsection 65 (1) of the Commodity Futures Act gives the Ontario Securities Commission the same authority it has under the Securities Act to make rules prescribing circumstances in which a suspended registration is or may be reinstated.

SCHEDULE S
SECURITIES ACT


Part II of the Securities Act, which continued the Financial Disclosure Advisory Board, is repealed.

Subsections 3 (2) and (5) of the Act currently authorize the Ontario Securities Commission to have a maximum of 14 members and two Vice-Chairs. The amendments to those subsections permit a maximum of 15 members and three Vice-Chairs.

The re-enactment of subsection 29 (3) of the Act expands the types of situations in which a representative’s registration with respect to a registrant is automatically suspended under the Act to include situations in which the representative has lost his or her authority to act in a capacity in which he or she must be registered under the Act by reason of changes in employment functions or changes to or the termination of a partnership or agency relationship with the registrant.

The re-enactment of subsection 29 (6) of the Act delays the revocation of registration of a registrant after an automatic suspension of registration under the Act until any proceeding against the registrant under the rules of a self-regulatory organization has been completed.

The re-enactment of paragraph 3 of section 31 of the Act extends the right to a hearing to persons and companies whose registration is suspended automatically under the Act.

Sections 90 and 91 of the Act contain provisions that deem an offeror to have beneficial ownership of securities and that deem a person or company to be acting jointly or in concert with an offeror. The amendments to section 102 of the Act extend the application of those provisions to acquirors for the purposes of the “early warning” provisions in sections 102.1 and 102.2 of the Act.

Sections 138.8 and 138.9 of the Act are amended to require applicants and appellants to provide notice to the Ontario Securities Commission of court dates for leave applications, trials and appeals and to require the parties to provide copies of relevant factums to the Commission.

Section 138.12 of the Act is re-enacted to authorize the Ontario Securities Commission to intervene in any appeal of a decision relating to an application for leave under section 138.8 of the Act and in any appeal of the decision in an action under section 138.3 of the Act.

The amendment to clause 143 (2) (a.0.1) of the Act corrects the French wording of the clause.