BCN 2008/33 - Notice of Amendments to Securities Act and Securities Rules [BCN - Lapsed]
On July 4, 2008, some amendments to the Securities Act and Securities Rules will come into effect.
The Act amendments provide new statutory remedies for investors in the secondary market who suffer damages from misleading disclosure. This new secondary market civil liability framework has been enacted in all provinces and territories and is already in effect in all other provinces and Yukon.
The Act amendments:
- add Part 16.1 to provide new statutory remedies for investors in the secondary market who suffer damages from misleading disclosure and provide protections for defendants against excessive liability;
- add a new defence against civil liability for a misrepresentation in forward-looking information in a prospectus, take over or issuer bid document, or offering memorandum similar to a defence in the new secondary market liability framework;
- define the term ‘forward-looking information,’ which is used in the new liability framework, and repeal and replace the definition of ‘material fact,’ which is also used in the new liability framework;
- add new powers to make rules for any matter related to the new liability and to allow the rules to define terms used in the new liability framework.
The Rule amendments:
- define the following terms used but not defined in the new secondary market liability provisions of the Act: equity security, market capitalization, principal market and trading price;
- prescribe the following transactions as additional ones for which an investor can sue for damages under the new remedies: sales of securities by an issuer’s control person, and acquisitions of securities under an exemption from take-over bid or issuer bid requirements;
- make related consequential amendments.
We published notice of the 2007 Act amendments in November 2007 (BCN 2007/37). We published for comment the proposed Rule amendments in March 2008 (BCN 2008/15). We received no comments.
Where to find Amendments
The Act amendments are in sections 1, 16, 17, 18, 20, 40(c) and 40(f) of the Securities Amendment Act, 2007. The act is located on the BC Legislative Assembly’s website (http://www.leg.bc.ca/38th3rd/3rd_read/gov28-3.htm).
The text of the Rule amendments (B.C. Reg. 215/2008) is attached.
Please refer any questions to:
Senior Legal Counsel
British Columbia Securities Commission
July 2, 2008
Douglas M. Hyndman
B.C. Reg. 215/2008
Securities Act, ss. 1, 131, 132, 132.1, 183(24.1) and 183(27.1) and new Part 16.1
Securities Amendment Act, 2007, ss. 1, 16, 17, 18, 20, 40(c) and 40(f)
Securities Rules, ss. 1 and 136 and new Part 16.1
This Notice may refer to other documents. These documents can be found at the B.C. Securities Commission public website atwww.bcsc.bc.ca in the section Securities Law & Policy: Policies & Instruments.