Securities Law & Instruments

NOTICE OF AMENDMENTS TO

THE SECURITIES ACT AND THE COMMODITY FUTURES ACT

On June 5, 2009 the Government's Spring 2009 Budget Bill (Bill 162) received Royal Assent. Amendments to the Securities Act and the Commodity Futures Act are contained in Schedules 6 and 26 of Bill 162.

The most significant amendments are in re-enacted Parts XI, XII and XVII of the Securities Act, dealing with registration requirements and categories, exemptions from the registration requirements and exemptions from the prospectus requirements. These amendments relate, in significant measure, to registration reform proposals associated with proposed National Instrument 31-103 Registration Requirements and Exemptions. This National Instrument was published for a second comment period in February 2008 and, as announced in the CSA Staff Notice 31-310 published in the April 3, 2009 Bulletin, is expected to be submitted to members of the Canadian Securities Administrators (CSA) for approval and then published in mid-July 2009 if approved. It will also be provided to the appropriate government authorities in each jurisdiction for decision.

The Bill 162 amendments (when proclaimed in force) would also affect the application in Ontario of a number of additional instruments. The affected instruments are National Instrument 45-106 Prospectus and Registration Exemptions, National Instrument 45-102 Resale of Securities and Ontario Securities Commission Rule 45-501 Ontario Prospectus and Registration Exemptions. Chapter 6 of the May 22, 2009 Bulletin contains proposed amendments to the affected instruments, which were published for comment and designed to take into account the future proclamation in force of a number of the measures in Bill 162.

Other changes brought about by Bill 162 include the following:

    • New section 2.2 of the Commodity Futures Act and new section 2.2 of the Securities Act provide authority of the Commission and the Province to take immediate action in extraordinary circumstances to protect the public interest.

    • Regulatory authority has been modified in order to facilitate proposed National Instrument 31-103.

A fuller explanation of Schedules 6 and 26 is contained in Chapter 9.

The amendments to the Commodity Futures Act came into force on June 5, 2009.

Many of the amendments to the Securities Act come into force on proclamation by the Lieutenant Governor. A table setting out the Commission's understanding of the recommendations that will be made by Ministry of Finance staff in this context is also set out in Chapter 9.

Questions may be referred to any of:

Monica Kowal
General Counsel
(416) 593-3653
mkowal@osc.gov.on.ca
 
Krista Martin Gorelle
Associate General Counsel
(416) 593-8106
kgorelle@osc.gov.on.ca
 
Simon Thompson
Senior Legal Counsel
(416) 593-8261
sthompson@osc.gov.on.ca