33 HORNO Atributos sensoriales
ACTIVIDAD RESPONSABLE DESCRIPCIÓN
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.
(2.1) No person is guilty of an offence under section 198.1(10) if
that person did not know, and in the exercise of reasonable diligence would not have known, that the act or course of conduct which that person engaged in caused that person to fail to comply with section 198.1(10).
(3) Every person or company who authorizes, permits or
acquiesces in the commission of an offence under subsection (1) by another person or company, whether or not a charge has been laid or a finding of guilt has been made against the other 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 or the loss avoided 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;2011 c7 s9;2014 c17 s30;2015 c11 s10 Interpretation
195(1) Repealed 2014 c17 s31.
(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(3) 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(3),
(ii) in respect of a short sale, the amount by which the amount received for the security sold in contravention of section 147(3) 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(4) or (6).
RSA 2000 cS-4 s195;2005 c18 s23;2014 c3 s23;2014 c17 s31 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) Before an application is made under subsection (1), neither the Executive Director nor the Commission is required 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;
(c) an order rescinding any transaction relating to trading in securities or derivatives;
(d) an order requiring the issuance, cancellation, purchase, exchange or disposition of a security or derivative;
(e) an order prohibiting the voting or exercise of any other right attaching to a security or derivative;
(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 derivative;
(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;2014 c3 ss27,28;2014 c17 s32 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 derivative as specified in the order;
(b) that a person or company cease trading in or purchasing securities, derivatives, specified securities or a class of securities or derivatives 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;
(c.1) that a person or company is prohibited from engaging in investor relations activities;
(d) that a person resign one or more positions that the person holds as a director or officer of an issuer, registrant, investment fund manager, recognized exchange, recognized self-regulatory organization, recognized clearing agency, recognized trade repository or recognized quotation and trade reporting system;
(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, or other person or company that is authorized to issue
securities, registrant, investment fund manager, recognized exchange, recognized self-regulatory organization, recognized clearing agency, recognized trade repository or recognized quotation and trade reporting system;
(e.1) that a person or company is prohibited from advising in securities or derivatives;
(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,
(m) a person or company that the Commission has ordered is exempt from a provision of Alberta securities laws, (n) a credit rating organization, or
(o) a trade repository.
(1.1) and (1.11) Repealed 2014 c17 s33.
(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) 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; 2010 c10 s18;2011 c7 s10;2014 c3 ss24,27,28;2014 c17 s33 Extra-provincial orders
(a) “securities regulatory authority in Canada” means a securities commission, or another person or body, empowered by law to regulate trading in securities or derivatives in, or to administer or enforce the securities laws of, any province or territory of Canada, or any other person or body prescribed by regulation, but does not include a self-regulatory organization, exchange, clearing agency, quotation and trade reporting system, auditor oversight organization or credit rating organization;
(b) “securities regulatory authority outside Canada” means a securities commission, a self-regulatory organization, an exchange or another person or body, empowered by law to regulate trading in securities or derivatives in, or to
administer or enforce the securities laws of, any jurisdiction outside of Canada.
(2) Notwithstanding section 198(3), the Commission may, with or without providing an opportunity to be heard, make an order under section 198(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 derivatives, or
(ii) under laws respecting trading in securities or derivatives, (b) has been found by a court in Canada or elsewhere to have
contravened laws respecting trading in securities or derivatives,
(c) is subject to an order made by
(i) a securities regulatory authority outside Canada, (ii) a recognized self-regulatory organization in Canada, or (iii) an exchange in Canada,
imposing sanctions, conditions, restrictions or requirements on the person or company, or
(d) has agreed with
(i) a securities regulatory authority outside Canada, (ii) a recognized self-regulatory organization in Canada, or
(iii) an exchange in Canada,
to be subject to sanctions, conditions, restrictions or requirements.
(3) An order made by a securities regulatory authority in Canada imposing sanctions, conditions, restrictions or requirements on a person or company takes effect in Alberta, without notice to that person or company and without a hearing, as if it were made by the Commission, with such modifications as the circumstances require.
(4) Where a person or company is subject to sanctions, conditions, restrictions or requirements pursuant to an agreement with a securities regulatory authority in Canada those sanctions, conditions, restrictions or requirements apply to that person or company, without notice to that person or company and without a hearing, as if the agreement had been made with the Commission, with such modifications as the circumstances require.
(5) An order referred to in subsection (3), or an agreement referred to in subsection (4), as the case may be, must have arisen as a result of findings or admissions of a contravention of laws respecting the trading in securities or derivatives, or conduct contrary to the public interest, in order to satisfy the requirements of subsection (3) or (4), as the case may be.
(6) If an order referred to in subsection (3), or an agreement referred to in subsection (4), as the case may be, does not meet the requirements of subsection (5), notwithstanding section 198(3), the Commission may, with or without providing an opportunity to be heard, make an order under section 198(1)(a) to (h) in respect of the person or company that is the subject of the order or agreement, as the case may be.
(7) If an order is made by the Commission pursuant to subsection (2) or subsection (6), the Commission must send a copy of the order to the person or company against whom the order was made.
(8) Notwithstanding anything in subsections (3) and (4), (a) no person or company shall be required to pay the Commission or any other person or company any
administrative penalty, costs or other funds as a result of the operation of this section,
(b) no order issued by, or agreement entered into with, a securities regulatory authority in Canada solely based on
(i) an order issued by another securities regulatory authority in Canada imposing sanctions, conditions, restrictions or requirements, or
(ii) an agreement with another securities regulatory authority in Canada to be subject to sanctions, conditions,
restrictions or requirements
satisfies the requirements of subsection (3) or (4), as the case may be,
(c) where
(i) an order issued by a securities regulatory authority in Canada imposing sanctions, conditions, restrictions or requirements is overturned, vacated, revoked or otherwise held to be of no force and effect pursuant to applicable laws, or
(ii) an agreement with another securities regulatory authority in Canada to be subject to sanctions, conditions,
restrictions or requirements is set aside, revoked or otherwise held to be of no force and effect either pursuant to applicable laws or on consent of the parties to the agreement,
that order or agreement, as the case may be, ceases to satisfy the requirements of subsection (3) or (4), as the case may be, and
(d) where
(i) an order issued by a securities regulatory authority in Canada imposing sanctions, conditions, restrictions or requirements, other than an order excluded from this section pursuant to clause (b), is varied or amended pursuant to applicable laws, or
(ii) an agreement with another securities regulatory authority in Canada to be subject to sanctions, conditions,
restrictions or requirements, other than an agreement excluded from this section pursuant to clause (b), is varied or amended either pursuant to applicable laws or on consent of the parties to the agreement,
that order or agreement, as the case may be, applies in Alberta as varied or amended.
(a) the Executive Director in respect of a person or company who is subject to sanctions, conditions, restrictions or requirements imposed by, or agreed to with, a securities regulatory authority in Canada, or
(b) a person or company who is subject to sanctions, conditions, restrictions or requirements imposed by, or agreed to with, a securities regulatory authority in Canada,
the Commission may, after providing the Executive Director and that person or company an opportunity to be heard, make a
declaration clarifying the application of subsection (3) or (4), as the case may be, to that person or company, and that declaration is binding on that person or company and the Commission.
(10) A person or company shall comply with an order that is deemed to have been made pursuant to subsection (3) or an agreement that is deemed to have been made with the Commission pursuant to subsection (4), including any declaration made by the Commission pursuant to subsection (9).
2014 c17 s34;2015 c11 s13 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 person or company authorized, permitted or acquiesced
in a contravention or failure to comply with any
provision of Alberta securities laws by another 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