BILL NO. 75

(as introduced)

1st Session, 60th General Assembly
Nova Scotia
55 Elizabeth II, 2006



Government Bill



Securities Act
(amended)



The Honourable Michael G. Baker, Q.C.
Minister responsible for the Securities Act



First Reading: November 2, 2006

(Explanatory Note)

Second Reading: November 3, 2006

Third Reading: November 23, 2006 (WITH COMMITTEE AMENDMENTS) (LINK TO BILL AS PASSED)

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Explanatory Note

This Bill makes changes to the Securities Act necessary to ensure that the Province meets its commitments under the Provincial-Territorial Memorandum of Understanding Regarding Securities Regulation signed by the Province in March 2005. That agreement calls for the provinces and territories to develop highly harmonized securities laws and a passport system of securities regulation. The first phases of this process were implemented in 2005. Some provinces have already enacted targeted 2006 legislative amendments. The Province is committed to enacting the changes contained in this Bill in the Fall of 2006. The amendments contained in this Bill aim to implement this commitment and ensure that the Securities Act remains up-to-date and an effective vehicle for investor protection and efficient capital markets.

This Bill

(a) makes targeted amendments to the Securities Act necessary for the further harmonization and streamlining of securities laws in Canada, additional passport tools to enable an improved passport system and certain consequential amendments, including

(b) enhances investor protection and enforcement by

(c) provide the minister responsible for the Securities Act with authority to disallow or return Rules for further consideration; and

(d) update or eliminate several outdated or unnecessary provisions, including a more efficient and streamlined rule making procedure to bring it in line with the other provinces.

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An Act to Amend Chapter 418
of the Revised Statutes, 1989,
the Securities Act

Be it enacted by the Governor and Assembly as follows:

1 (1) Subsection 2(1) of Chapter 418 of the Revised Statutes, 1989, the Securities Act, as amended by Chapter 15 of the Acts of 1990, Chapter 32 of the Acts of 1996, Chapter 41 of the Acts of 2001, Chapter 39 of the Acts of 2002, Chapter 26 of the Acts of 2005 and Chapter 27 of the Acts of 2005, is further amended by

(a) striking out clause (c);

(b) relettering clause (ha) as (hb) and adding immediately after clause (h) the following clause:

(ha) "control person" means

(c) adding "or under a delegation or other transfer of an extra-provincial authority under Section 149B" immediately after "regulations" in the last line of clause (j);

(d) striking out clause (k) and substituting the following clause:

(e) striking out subclause (l)(iii) and substituting the following subclause:

(f) adding immediately after clause (o) the following clause:

(g) striking out clause (r) and substituting the following clause:

(h) adding immediately after clause (rb) the following clause:

(i) striking out clause (v) and substituting the following clause:

(j) striking out clause (w) and substituting the following clause:

(k) striking out "Attorney General" in the first and second lines of clause (x) and substituting "Minister of Finance";

(l) adding "by reference" immediately after "incorporated" in the last line of clause (aab);

(m) striking out clause (ac) and substituting the following clause:

(n) striking out clause (ah);

(o) striking out subclause (ao)(i) to (iii) and substituting the following subclauses:

(p) striking out clause (aqa) and substituting the following clause:

(q) striking out clause (ar); and

(r) striking out subclause (at)(iv) and substituting the following subclause:

(2) Subsections 2(8) and (9) of Chapter 418 are repealed.

2 Subsection 4(1) of Chapter 418 is amended by striking out "six" in the second line and substituting "eight".

3 Section 6 of Chapter 418 is repealed and the following Section substituted:

4 Subsection 11(1) of Chapter 418 is repealed and the following subsections substituted:

5 Clause 19(1)(b) of Chapter 418 is repealed.

6 Section 23 of Chapter 418, as amended by Chapter 15 of the Acts of 1990, is further amended by adding immediately after subsection (2) the following subsections:

7 Section 25 of Chapter 418 is repealed.

8 (1) Subsection 26(1) of Chapter 418, as enacted by Chapter 15 of the Acts of 1990 and amended by Chapter 32 of the Acts of 1996, is further amended by

(a) striking out ", 86" in the fourth line;

(b) striking out "subsection (2) of Section 94," in the fourth and fifth lines; and

(c) striking out "Trial Division of the Supreme Court" in the last two lines and substituting "Nova Scotia Court of Appeal".

(2) Subsection 26(2) of Chapter 418 is amended by striking out "Trial Division of the Supreme Court" in the third and fourth lines and substituting "Nova Scotia Court of Appeal".

(3) Subsection 26(3) of Chapter 418 is amended by striking out "Supreme Court" in the second line and substituting "Court of Appeal".

9 Subsection 27(4) of Chapter 418, as enacted by Chapter 15 of the Acts of 1990, is amended by adding "or company" immediately after "person" in the first line.

10 Section 28 of Chapter 418 is repealed.

11 Section 29A of Chapter 418 is repealed and the following Sections substituted:

12 Section 29C of Chapter 418 is repealed and the following Section substituted:

13 (1) Subsections 29D(1) and (2) of Chapter 418 are repealed and the following subsections substituted:

(2) Section 29D of Chapter 418, as enacted by Chapter 15 of the Acts of 1990 and amended by Chapter 27 of the Acts of 2005, is further amended by adding immediately after subsection (4) the following subsection:

14 Subsection 30(1) of Chapter 418, as enacted by Chapter 15 of the Acts of 1990, is amended by striking out "which represents registrants and regulates the standards of practice and business conduct of its members" in the second, third and fourth lines.

15 (1) Subsection 30A(1) of Chapter 418, as enacted by Chapter 26 of the Acts of 2005, is amended by adding immediately after clause (c) the following clause:

(2) Subsection 30A(2) of Chapter 418 is repealed and the following subsection substituted:

16 Subsection 31(1) of Chapter 418, as amended by Chapter 15 of the Acts of 1990, is further amended by striking out "No" in the first line and substituting "Subject to any exemption in Nova Scotia securities laws, no".

17 Subsections 33(1) to (3) of Chapter 418 are repealed and the following subsections substituted:

18 Section 34 of Chapter 418 is repealed.

19 Section 35 of Chapter 418 is repealed and the following Section substituted:

20 Sections 38 and 40 of Chapter 418 are repealed.

21 (1) Clauses 41(1)(a) to (aa) and (ac) to (am) of Chapter 418 are repealed.

(2) Clauses 41(2)(a) to (g) and (j) to (o) of Chapter 418 are repealed.

22 Sections 50 and 51 of Chapter 418 are repealed and the following Section substituted:

23 Subsection 58(1) of Chapter 418 is repealed and the following subsection substituted:

24 Sections 62 to 64 of Chapter 418 are repealed and the following Sections substituted:

25 Subsections 65(1) and (2) of Chapter 418 are repealed.

26 Subsection 66(2) of Chapter 418 is repealed and the following subsection substituted:

27 Section 67 of Chapter 418 is repealed and the following Section substituted:

28 Subsection 68(1) and (2) of Chapter 418 are repealed and the following subsection substituted:

29 Subsection 70(1) of Chapter 418 is repealed and the following subsection substituted:

30 Sections 71 and 72 of Chapter 418 are repealed.

31 Section 73 of Chapter 418, as amended by Chapter 15 of the Acts of 1990, is further amended by striking out "according to the record maintained under Section 72" in the last two lines and substituting "in accordance with the regulations".

32 Section 76 of Chapter 418 is repealed and the following Section substituted:

33 (1) Clauses 77(1)(a) to (ag) of Chapter 418 are repealed.

(2) Subsections 77(2) and (4) of Chapter 418 are repealed.

(3) Subsection 77(10) of Chapter 418 is repealed.

(4) Subsections 77(12) to (14) of Chapter 418 are repealed and the following subsection substituted:

34 Clauses 78(1)(a) to (c) of Chapter 418 are repealed and the following clause substituted:

35 Section 81 of Chapter 418 is repealed and the following Section substituted:

36 Sections 83 to 88 of Chapter 418 are repealed.

37 Section 89 of Chapter 418 is repealed and the following Section substituted:

38 Sections 90 to 92 and Section 94 of Chapter 418 are repealed and the following Section substituted:

39 Sections 95 to 111 of Chapter 418 are repealed and the following Sections substituted:

40 Subsection 112(2) of Chapter 418, as amended by Chapter 15 of the Acts of 1990, is further amended by

(a) adding "and" immediately after clause (a);

(b) striking out "and" immediately after clause (b); and

(c) striking out clause (c).

41 Sections 113 and 116 and 117 of Chapter 418 are repealed and the following Sections substituted:

42 Section 124 of Chapter 418 is repealed and the following Section substituted:

43 Chapter 418 is further amended by adding immediately after Section 127 the following Sections:

44 (1) Subsection 129(1) of Chapter 418, as amended by Chapter 15 of the Acts of 1990, is further amended by

(a) striking out "this Act or the regulations" in the third line of clause (a) and substituting "Nova Scotia securities laws";

(b) striking out "this Act or the regulations" in the sixth line of clause (b) and substituting "Nova Scotia securities laws";

(c) striking out "this Act or the regulations" in the first and second lines of clause (c) and substituting "Nova Scotia securities laws";

(d) striking out "this Act or the regulations" in the third line of clause (d) and substituting "Nova Scotia securities laws";

(e) striking out "one" in the second last line and substituting "five"; and

(f) striking out "two years" in the last line and substituting "five years less a day".

(2) Section 129 of Chapter 418, as amended by Chapter 15 of the Acts of 1990, is further amended by adding immediately after subsection (1) the following subsection:

(3) Subsection 129(3) of Chapter 418, as amended by Chapter 15 of the Acts of 1990, is further amended by

(a) striking out "one" in the sixth line and substituting "five"; and

(b) striking out "two years" in the seventh line and substituting "five years less a day".

(4) Subsections 129(4) and (5) of Chapter 418 are repealed and the following subsections substituted:

45 Chapter 418 is further amended by adding immediately after Section 132 the following Sections:

46 Subsection 133(1) of Chapter 418 is repealed and the following subsections substituted:

47 (1) Subsection 134(1) of Chapter 418, as enacted by Chapter 15 of the Acts of 1990 and amended by Chapter 27 of the Acts of 2005, is further amended by

(a) adding ", registrant or investment fund manager" immediately after "issuer" in the third line of subclause (d)(i);

(b) striking out "or" at the end of clause (d);

(c) striking out "or issuer" in the first line of clause (e) and substituting ", issuer or investment manager";

(d) striking out the period at the end of clause (e) and substituting a semicolon; and

(e) adding the following clauses:

(2) Section 134 of Chapter 418, as enacted by Chapter 15 of the Acts of 1990 and amended by Chapter 27 of the Acts of 2005, is further amended by adding immediately after subsection (1) the following subsections:

(3) Subsection 134(4) of Chapter 418, as enacted by Chapter 15 of the Acts of 1990, is amended by adding "temporary" immediately after "every" in the second line.

(4) Subsection 134(5) of Chapter 418, as enacted by Chapter 15 of the Acts of 1990, is amended by striking out "25" in the last line and substituting "6".

(5) Subsection 134(6) of Chapter 418, as enacted by Chapter 15 of the Acts of 1990 and amended by Chapter 27 of the Acts of 2005, is further amended by striking out "the filing of a report pursuant to subsection (3) of Section 81 or any equivalent provision in the regulations" in the last two lines and substituting "a material change report being delivered to it on a confidential basis under the regulations".

48 Section 135 of Chapter 418 is repealed and the following Section substituted:

49 Subsection 137(1) of Chapter 418, as amended by Chapter 15 of the Acts of 1990, is further amended by

(a) striking out clause (b) and substituting the following clause:

and

(b) striking out "has been filed pursuant to a requirement of the regulations" in the second and third lines of clause (d) and substituting "to disclosure of information in the prospectus has been filed".

50 (1) Subsection 139(1) of Chapter 418, as enacted by Chapter 15 of the Acts of 1990, is amended by striking out "by Section 104" in the third line and substituting "under this Act and the regulations".

(2) Subsection 139(2) of Chapter 418, as enacted by Chapter 15 of the Acts of 1990, is amended by striking out "by Section 105" in the third and fourth lines and substituting "under this Act and the regulations".

(3) Subsection 139(10) of Chapter 418 is repealed.

51 Chapter 418 is further amended by adding immediately after Section 139 the following Section:

52 (1) Subsection 141(1) of Chapter 418, as enacted by Chapter 15 of the Acts of 1990, is amended by striking out "obtained from" in the second and third lines and substituting "issued by".

(2) Subsection 141(2) of Chapter 418, as enacted by Chapter 15 of the Acts of 1990, is amended by striking out "Section 101 or 104" in the fifth and sixth lines and substituting "this Act or the regulations".

53 (1) Subsection 143(3) of Chapter 418 is amended by

(a) striking out "a board of" in the sixth line and substituting "the"; and

(b) striking out "board of" in the eighth line.

(2) Section 143 of Chapter 418 is further amended by striking out "mutual" wherever that word appears in subsections (2), (7) and (8) and substituting in each case "investment".

54 Section 145 of Chapter 418 is repealed.

55 Chapter 418 is further amended by adding immediately after Section 146 the following Sections:

56 Subsection 148(3) of Chapter 418, as enacted by Chapter 18 of the Acts of 2001, is amended by adding "and the Personal Information International Disclosure Protection Act" immediately after "Act" in the second line.

57 (1) Subsection 149A(1) of Chapter 418, as enacted by Chapter 26 of the Acts of 2005, is amended by

(a) striking out clause (b) and substituting the following clause:

and

(b) striking out clause (d).

(2) Clause 149A(2)(b) of Chapter 418 is repealed and the following clause substituted:

58 Section 149B of Chapter 418 is repealed and the following Section substituted:

59 Section 149D of Chapter 418 is repealed and the following Section substituted:

60 Sections 149E to 149G of Chapter 418 are repealed and the following Sections substituted:

61 Section 150 of Chapter 418, as amended by Chapter 15 of the Acts of 1990, Chapter 32 of the Acts of 1996, Chapter 18 of the Acts of 2001, Chapter 41 of the Acts of 2001, Chapter 39 of the Acts of 2002 and Chapter 26 of the Acts of 2005, is further amended by

(a) striking out clauses (a), (b), (d) to (h), (i) to (s), (u), (w), (x), (z) to (ae), (ag) to (al), (an), (ao), (aq), (at), (ay), (az), (aaa) to (aad), (aah) to (aam), (aaw), (aax), (bac) and (bae);

(b) striking out clause (he) and substituting the following clause:

(c) striking out "Section 41" in the second line of clause (v) and substituting "Nova Scotia securities laws";

(d) striking out clause (aau) and substituting the following clause:

(e) adding "or varying the provisions as they apply to any person, company, trade or security" immediately after "laws" in the last line of clause (bag);

(f) striking out clause (bah) and substituting the following clauses:

62 (1) Clause 150A(2)(b) of Chapter 418, as enacted by Chapter 32 of the Acts of 1996, is amended by adding ", or on a website maintained by the Commission or in such other manner as the Commission deems appropriate" immediately after "Gazette" in the first line.

(2) Subsection 150A(3) of Chapter 418, as enacted by Chapter 32 of the Acts of 1996, is amended by

(a) striking out "Governor in Council" in the fifth and sixth, in the eighth and in the tenth lines and substituting in each case "Minister"; and

(b) striking out "through the Minister that it" in the sixth and seventh lines and substituting "that the Minister".

(3) Subsection 150A(4) of Chapter 418, as enacted by Chapter 32 of the Acts of 1996, is amended by striking out "Governor in Council" in the first and second and in the fourth lines and substituting in each case "Minister".

63 Chapter 418 is further amended by adding immediately after Section 150B the following Section:

64 Chapter 418 is further amended by

(a) striking out "Trial Division of the Supreme Court" wherever it appears in Chapter 418, except in Section 26, and substituting in each case "Supreme Court of Nova Scotia"; and

(b) striking out "Appeal Division of the Supreme Court" wherever it appears in Chapter 418 and substituting in each case "Nova Scotia Court of Appeal".

65 This Act comes into force on such day as the Governor in Council orders and declares by proclamation.

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