Bill 2 - An Act to Amend the Securities Act

BILL 2

An Act to Amend the Securities Act

Her Majesty, by and with the advice and consent of the Legislative Assembly of New Brunswick, enacts as follows:

1 Subsection 1(1) of the Securities Act, chapter S-5.5 of the Acts of New Brunswick, 2004, is amended

(a) in the definition “forward-looking information” by striking out “results of operations” wherever it appears and substituting “financial performance”;

(b) in the definition “market participant”

(i) in paragraph (f) by striking out “a quotation and trade reporting system or a clearing agency” and substituting “a quotation and trade reporting system, a clearing agency or an auditor oversight body”;

(ii) in paragraph (i) of the English version by striking out “or” at the end of the paragraph;

(iii) by adding after paragraph (i) the following:

(i.1) a designated credit rating organization, or

(c) in the definition “self-regulatory organization” by striking out “the operations and the standards of practice and business conduct” and substituting “the operations, the standards of practice and the business conduct”;

(d) in the definition “futures contract” in the portion following paragraph (b) of the English version by striking out “an exchange contract” and substituting “a futures contract”;

(e) by adding the following definitions in alphabetical order:

“auditor oversight body” means a body that regulates the auditing or review of financial statements that are required to be filed under this Act or the regulations. (organisme de surveillance des vérificateurs)

“credit rating” means an assessment, disclosed publicly or distributed by subscription, of the creditworthiness of an issuer as an entity or with respect to specific securities or a specific portfolio of securities or assets. (notation)

“credit rating organization” means a person that issues credit ratings. (organisme de notation)

“designated credit rating organization” means a credit rating organization that has been designated by the Commission under subsection 44.1(1). (organisme de notation désigné)

2 Section 1.1 of the Act is amended

(a) in subsection (2) by striking out the portion preceding paragraph (a) and substituting the following:

1.1(2) The Commission may, if in the opinion of the Commission it is in the public interest, make an order, subject to such terms and conditions as it considers appropriate, designating, for the purposes of New Brunswick securities law, a person to be

(b) by adding after subsection (5) the following:

1.1(6) After providing an opportunity to be heard, the Commission may, if in the opinion of the Commission it is in the public interest to do so,

(a) suspend or cancel a designation under subsection (1) or (2),

(b) remove, vary or replace any terms or conditions to which the designation is subject, or

3 The heading “Objets de la présente loi” preceding section 2 of the French version of the Act is repealed and the following is substituted:

Objet de la présente loi

4 Section 2 of the French version of the Act is repealed and the following is substituted:

Objet de la présente loi

2 La présente loi a pour objet :

a) de protéger les investisseurs contre les pratiques déloyales, irrégulières ou frauduleuses;

b) de favoriser des marchés financiers justes et efficaces et la confiance en ceux-ci.

5 Section 20 of the Act is amended

(a) by adding after paragraph (d) the following:

(d.1) any auditor oversight body;

(d.2) any director, officer or employee of an auditor oversight body;

(b) in paragraph (f) by striking out “(c.1) or (d)” and substituting “(c.1), (d), (d.1) or (d.2)”.

6 Section 25 of the Act is amended

(a) by repealing subsection (4) of the English version and substituting the following:

25(4) For the purposes of subsection (2), amounts received by the Commission from administrative penalties under section 186 shall not be used for the normal operating expenditures of the Commission and shall be used only for endeavours or activities that in the opinion of the Commission enhance or may enhance the capital market in New Brunswick.

(b) by adding after subsection (4) the following:

25(4.1) For the purposes of subsection (2), amounts disgorged to the Commission under paragraph 184(1)(p) or 187(4)(o) shall not be used for the normal operating expenditures of the Commission and shall be used only in accordance with the regulations.

7 Subsection 30(2) of the Act is amended by striking out “results of operations” and substituting “financial performance”.

8 The heading “SELF-REGULATION” preceding section 34 of the Act is repealed and the following is substituted:

SELF-REGULATORY ORGANIZATIONS AND OTHER REGULATED ENTITIES

9 Subsection 34(2) of the Act is repealed and the following is substituted:

34(2) A reference in sections 38 to 44 to an exchange, a self-regulatory organization, a quotation and trade reporting system, a clearing agency or an auditor oversight body is a reference to a person who has been recognized as an exchange, a self-regulatory organization, a quotation and trade reporting system, a clearing agency or an auditor oversight body, as the case may be, under section 35.

10 Subsection 35(1) of the Act is amended

(a) in paragraph (c) of the English version by striking out “or” at the end of the paragraph;

(b) in paragraph (d) by striking out the period at the end of the paragraph and substituting a comma followed by “or”;

(e) an auditor oversight body.

11 The heading “Standards and conduct” preceding section 38 of the Act is repealed and the following is substituted:

Duty to regulate

12 Section 38 of the Act is amended

(a) in subsection (1) by striking out “the operations and the standards of practice and business conduct” and substituting “the operations, the standards of practice and the business conduct”;

(b) in subsection (2) in the portion preceding paragraph (a) by striking out “operations and standards of practice and business conduct” and substituting “operations, standards of practice and business conduct”;

(c) in subsection (3) by striking out “the operations and the standards of practice and business conduct” and substituting “the operations, the standards of practice and the business conduct”.

13 The Act is amended by adding after section 38 the following:

Auditor oversight body’s duty to regulate

38.1(1) Subject to this Act, the regulations and the decisions of the Commission and the Executive Director, an auditor oversight body shall regulate the standards of practice and the business conduct of its members and participants.

38.1(2) For the purposes of subsection (1), an auditor oversight body is not required to regulate the standards of practice and the business conduct of its members or participants except to the extent that the regulation relates to the auditing or review of financial statements that are required to be filed under this Act or the regulations.

Auditor oversight body may adopt rules

38.2 For the purposes of performing its duties under section 38.1, an auditor oversight body may adopt a rule, standard or policy for regulating its members or participants on the basis that a government, a governmental authority or another regulatory body applies the same rule, standard or policy.

Auditor oversight body may require disclosure

38.3(1) If a member or participant of an auditor oversight body receives from the auditor oversight body a written request to provide information or records relevant to the auditing or review of financial statements that are required to be filed under this Act or the regulations, the member or participant shall provide the information or records specified, or that are within the class described, in the request, including information or records relating to or prepared by an issuer whether or not the issuer is named in the request.

38.3(2) The written request may specify a reasonable time or interval when the information or records are to be provided to the auditor oversight body.

38.3(3) For greater certainty, if a member or participant of an auditor oversight body is in possession of information or a record that is subject to solicitor-client privilege, the member or participant shall not provide the information or record to the auditor oversight body unless the person, in respect of which the solicitor-client privilege exists, consents to its disclosure.

38.3(4) A consent given under subsection (3) to the disclosure of the information or record neither negates nor constitutes a waiver of the solicitor-client privilege and the privilege continues for all other purposes.

Auditor oversight body and personnel not compellable

38.4 An auditor oversight body or a director, officer, employee or agent of an auditor oversight body is not required to testify or produce evidence, in any proceeding to which the auditor oversight body is not a party other than a criminal proceeding, about information or records obtained in the discharge of the auditor oversight body’s duties.

14 Paragraph 39(e) of the Act is amended by striking out “a quotation and trade reporting system or a clearing agency” and substituting “a quotation and trade reporting system, a clearing agency or an auditor oversight body”.

15 Section 40 of the Act is repealed and the following is substituted:

Voluntary surrender

40 On the application of an exchange, a self-regulatory organization, a quotation and trade reporting system, a clearing agency or an auditor oversight body, the Commission may, subject to such terms and conditions as the Commission considers appropriate, accept the voluntary surrender of the recognition of the exchange, self-regulatory organization, quotation and trade reporting system, clearing agency or auditor oversight body if the Commission is satisfied that the surrender of the recognition would not be prejudicial to the public interest.

16 Section 43 of the Act is repealed and the following is substituted:

Contravention of New Brunswick securities law

43 No by-law or other regulatory instrument or practice or policy of an exchange, self-regulatory organization, quotation and trade reporting system, clearing agency or auditor oversight body shall contravene New Brunswick securities law, but an exchange, self-regulatory organization, quotation and trade reporting system, clearing agency or auditor oversight body may impose additional requirements within its jurisdiction.

17 Subsection 44(1) of the Act is repealed and the following is substituted:

44(1) The Executive Director or a person directly affected by a decision, ruling, order or direction made under a by-law or other regulatory instrument or practice or policy of an exchange, self-regulatory organization, quotation and trade reporting system, clearing agency or auditor oversight body may apply to the Commission for a hearing and review of the decision, ruling, order or direction.

18 The Act is amended by adding after section 44 the following:

PART 3.1

CREDIT RATING ORGANIZATIONS

Designation

44.1(1) On the application of a credit rating organization or on its own motion, the Commission may, subject to such terms and conditions as it considers appropriate, designate the credit rating organization if the Commission is of the opinion that it is in the public interest to do so.

44.1(2) The Commission may, if in the opinion of the Commission it is in the public interest to do so,

(a) suspend or cancel the designation of a credit rating organization,

(b) remove, vary or replace any terms or conditions to which the designation is subject, or

44.1(3) The Commission shall not, without giving the credit rating organization an opportunity to be heard,

(a) refuse to designate the credit rating organization,

(b) suspend or cancel its designation,

(d) add terms and conditions to the designation, or

(e) designate the credit rating organization on the Commission’s own motion.

Duty to comply with prescribed requirements

44.2 A designated credit rating organization shall comply with the requirements prescribed by regulation, including requirements

(a) relating to the establishment, publication and enforcement by the designated credit rating organization of a code of conduct applicable to its directors, officers and employees, including the minimum requirements for the code of conduct,

(b) prohibiting conflicts of interest between the designated credit rating organization and a person whose securities are being rated and establishing procedures to be followed if conflicts of interest arise or to avoid conflicts of interest,

(c) relating to the disclosure or furnishing of information to the Commission by the designated credit rating organization,

(d) relating to the maintenance of books and records necessary for the conduct of the designated credit rating organization’s business and the issuance and maintenance of credit ratings, and

(e) relating to the appointment by the designated credit rating organization of one or more officers responsible for compliance matters and any minimum standards that must be met or qualifications such an officer must have.

Commission not involved in credit rating

44.3 Nothing in this Act shall be construed as authorizing the Commission to regulate the content of credit ratings or methodologies used to determine credit ratings.

19 The heading “Représentations interdites” preceding section 58 of the French version of the Act is repealed and the following is substituted:

Assertions interdites

20 Section 58 of the Act is amended

(a) in subsection (1) of the French version in the portion preceding paragraph a) by striking out “représentation” and substituting “assertion”;

(b) in subsection (2) of the French version by striking out “représentation” and substituting “assertion”;

(i) in the portion preceding paragraph a) by striking out “faire de représentation” and substituting “faire une assertion”;

(ii) in paragraph b) by striking out “la représentation” and substituting “l’assertion”;

(iii) in paragraph d) by striking out “la représentation” and substituting “l’assertion”;

(d) by repealing subsection (4) and substituting the following:

58(4) No person shall, orally or in writing, make a statement about a security or trade that the person knows or ought reasonably to know is a misrepresentation.

21 The heading “Représentation concernant l’approbation de la Commission ou d’un employé” preceding section 65 of the French version of the Act is amended by striking out “Représentation” and substituting “Assertion”.

22 Section 65 of the Act is amended

(a) in the portion preceding paragraph a) of the French version by striking out “de représentation” and substituting “une assertion”;

(b) in paragraph (b) of the English version by striking out “or” at the end of the paragraph;

(d) by adding after paragraph (c) the following:

(d) the merits of a credit rating organization or a credit rating.

23 Section 88 of the Act is amended

(a) in subsection (1) by striking out the portion preceding paragraph (a) and substituting the following:

88(1) A dealer, not acting as agent of the purchaser of a security, who receives an order or subscription for a security offered in a distribution to which subsection 71(1) applies shall, subject to the regulations, send to the purchaser, unless the dealer has previously done so, the latest prospectus filed or required to be filed under this Act or the regulations in relation to the security and any amendment to the prospectus filed or required to be filed under this Act or the regulations

(b) in subsection (2) by striking out “of the latest prospectus and any amendment to the prospectus” and substituting “of the latest prospectus, of any amendment to the prospectus or of any other document prescribed by regulation”;

88(7) For the purpose of this section, receipt of the latest prospectus, of any amendment to the prospectus or of any other document prescribed by regulation by a dealer who is acting as agent of or who after receipt commences to act as agent of the purchaser with respect to the purchase of a security referred to in subsection (1) shall be deemed to be receipt by the purchaser as of the date on which the agent received that prospectus, amendment to the prospectus or other document prescribed by regulation.

24 The heading “Liability of dealer or offeror” preceding section 155 of the Act is repealed and the following is substituted:

Liability of dealer, offeror or issuer

25 Section 155 of the Act is repealed and the following is substituted:

Liability of dealer, offeror or issuer

155(1) The following persons have a right of action for rescission or damages against a dealer or offeror who fails to comply with the applicable requirement:

(a) a purchaser of a security in respect of which a prospectus, an amendment to a prospectus or a document prescribed by regulation was required to be filed under this Act or the regulations but was not filed;

(b) a purchaser of a security to whom a prospectus, an amendment to a prospectus or a document prescribed by regulation was required to be delivered under this Act or the regulations but was not delivered; or

(c) a person to whom a take-over bid and take-over bid circular or an issuer bid and an issuer bid circular, or any notice of change or variation to any such bid or circular, were required to be sent under this Act or the regulations but were not sent.

155(2) A purchaser of a security distributed under a document prescribed by regulation has a right of action for rescission or damages against the issuer if the purchaser did not receive the disclosure document within the period prescribed by regulation.

26 Section 161.1 of the Act is amended

(a) in the definition “core document”

(i) in paragraph (a) in the portion preceding subparagraph (i) by striking out “interim financial statements” and substituting “interim financial reports”;

(ii) in paragraph (b) in the portion preceding subparagraph (i) by striking out “interim financial statements” and substituting “interim financial reports”;

(b) in the definition “management’s discussion and analysis” by striking out “results of operations” and substituting “financial performance”.

27 Subsection 162(1) of the Act is amended by striking out “the transactions that the market participant executes on behalf of others” and substituting “of the transactions that the market participant executes on behalf of others, if any,”.

28 Subsection 168(4) of the Act is repealed.

29 Subsection 173(4) of the Act is repealed and the following is substituted:

173(4) Testimony given by a person under this section shall not be admitted into evidence against that person in any prosecution other than for perjury in the giving of that testimony or the giving of evidence contradictory to that testimony.

30 The heading “Confidentiality and non-compellability” preceding section 177 of the Act is repealed and the following is substituted:

Prohibition against disclosure

31 Section 177 of the Act is amended

(a) by repealing subsection (1) and substituting the following:

177(1) For the purpose of protecting the integrity of an investigation under this Part, the Commission may make an order that applies for the duration of the investigation, prohibiting a person from disclosing to any person other than the person’s lawyer the following information:

(a) the fact that an investigation is being conducted;

(b) the name of any person examined or sought to be examined;

(d) the nature or content of any demands for the production of any document or other thing; or

(e) the fact that any document or other thing was produced.

(b) by adding after subsection (1) the following:

177(1.01) An order under subsection (1) does not apply to disclosures authorized by the regulations or by the Executive Director in writing.

(d) by repealing subsection (2).

32 The Act is amended by adding after section 177 the following:

Non-compellability

177.1 None of the following persons are compellable to give evidence in any court or in any proceeding of a judicial nature concerning any information that comes to the knowledge of the person in the exercise of the powers or performance of the duties of that person in relation to an investigation under this Part:

(a) an investigator;

(b) the Commission;

(d) a supplementary member of the Commission;

(e) an employee of the Commission; and

(f) a person appointed as an expert under section 19.

33 Section 184 of the Act is amended

(a) in paragraph (1)p) of the French version by striking out “remettre à la Commission les montants obtenus” and substituting “remettre à la Commission les sommes obtenues”;

(b) in subsection (1.1)

(i) in subparagraph (a)(ii) by striking out “respecting trading in securities or exchange contracts” and substituting “respecting the purchase or sale of securities or exchange contracts”;

(ii) in paragraph (b) by striking out “respecting trading in securities or exchange contracts” and substituting “respecting the purchase or sale of securities or exchange contracts”.

34 Paragraph 187(4)o) of the French version of the Act is amended by striking out “les montants obtenus” and substituting “les sommes obtenues”.

35 Section 188.1 of the Act is amended

(a) by adding before subsection (1) the following:

188.1(0.1) In this section, “financial loss” does not include loss of profits or any other indirect loss.

(b) in subsection (7) by striking out “same loss” and substituting “same financial loss”;

(d) by repealing subsection (9) and substituting the following:

188.1(9) Once the Commission opens a hearing where a claim for compensation for financial loss is one of the matters before it, the claimant is not entitled to commence a civil court proceeding for compensation for the same financial loss or any unclaimed financial loss arising out of the same transaction.

36 Subsection 189(2) of the Act is repealed and the following is substituted:

189(2) If an order under paragraph 184(1)(p) or under section 186 is filed under subsection (1), the amounts required to be disgorged to the Commission or the administrative penalty required to be paid to the Commission under the order may be collected as a judgment of the Court of Queen’s Bench for the recovery of a debt.

37 Subsection 193(5) of the Act is amended by striking out “a quotation and trade reporting system or a clearing agency” and substituting “a quotation and trade reporting system, a clearing agency or an auditor oversight body”.

38 Section 195.6 of the Act is amended

(a) in subsection (1) by repealing the definition “securities regulatory authority” and substituting the following:

“securities regulatory authority” means (organisme de réglementation des valeurs mobilières)

(a) an extra-provincial securities commission referred to in subsection (3) and includes any member, officer, employee, appointee or agent of that commission,

(b) any person referred to in paragraph (3)(b), or

(c) any exchange, self-regulatory organization, quotation and trade reporting system or auditor oversight body referred to in paragraph (3)(c).

(b) in subsection (3)

(i) in paragraph (b)

(A) in subparagraph (i) by striking out “a self-regulatory organization or a quotation and trade reporting system” and substituting “a self-regulatory organization, a quotation and trade reporting system or an auditor oversight body”;

(B) in subparagraph (ii) by striking out “a self-regulatory organization or a quotation and trade reporting system” and substituting “a self-regulatory organization, a quotation and trade reporting system or an auditor oversight body”;

(ii) in paragraph (c)

(A) in subparagraph (i) by striking out “an exchange, a self-regulatory organization or a quotation and trade reporting system” and substituting “an exchange, a self-regulatory organization, a quotation and trade reporting system or an auditor oversight body”;

(B) in subparagraph (ii) by striking out “the exchange, self-regulatory organization or quotation and trade reporting system” and substituting “the exchange, self-regulatory organization, quotation and trade reporting system or auditor oversight body”.

39 Section 195.7 of the Act is amended

(a) in subsection (1) by repealing the definition “securities regulatory authority” and substituting the following:

“securities regulatory authority” means (organisme de réglementation des valeurs mobilières)

(a) any person referred to in paragraph (3)(b), or

(b) any exchange, self-regulatory organization, quotation and trade reporting system or auditor oversight body referred to in paragraph (3)(c).

(b) in subsection (3)

(i) in paragraph (b)

(B) in subparagraph (ii) by striking out “an exchange, a self-regulatory organization or a quotation and trade reporting system” and substituting “an exchange, a self-regulatory organization, a quotation and trade reporting system or an auditor oversight body”;

(ii) in paragraph (c)

40 Section 199.1 of the Act is repealed and the following is substituted:

Receipt and disclosure of information

199.1(1) In this section, “securities laws” means laws of a jurisdiction respecting the trading of securities or exchange contracts.

199.1(2) For the purposes of administering New Brunswick securities law or assisting in the administration of the securities laws of another jurisdiction, the Commission or any employee of the Commission may, directly or indirectly, receive information from any person in New Brunswick or elsewhere, including, but not limited to,

(a) an exchange, a self-regulatory organization, a quotation and trade reporting system, a clearing agency or an auditor oversight body,

(b) a registrant or an issuer, or

(c) a law enforcement agency, a government, a governmental authority or a securities or financial regulatory authority or other regulatory authority.

199.1(3) For the purposes of administering New Brunswick securities law or assisting in the administration of the securities laws of another jurisdiction, the Commission or the Executive Director may, subject to any order under subsection 198(6), disclose information to any of the following persons in New Brunswick or elsewhere:

(a) an exchange, a self-regulatory organization, a quotation and trade reporting system, a clearing agency or an auditor oversight body recognized under section 35;

(b) a law enforcement agency, a government, a governmental authority or a securities or financial regulatory authority or other regulatory authority;

(c) a person with whom the Commission has entered into an arrangement or agreement that relates to or includes the sharing of information.

199.1(4) The Executive Director may, subject to any order under subsection 198(6), disclose information to a person not referred to in paragraph (3)(a), (b) or (c), if, in the opinion of the Executive Director, the disclosure is not prejudicial to the public interest and is required for the protection of the public or the effectual conduct of a hearing or review conducted by the Commission, of an investigation under Part 13, of a compliance review referred to in section 163 or of a review referred to in section 168.

199.1(5) For the purposes of administering its by-laws or other regulatory instruments or practices or policies, assisting in the administration of the by-laws or other regulatory instruments or practices or policies of another exchange, self-regulatory organization, quotation and trade reporting system, clearing agency or auditor oversight body, or assisting in the administration of New Brunswick securities law or the securities laws of another jurisdiction, an exchange, a self-regulatory organization, a quotation and trade reporting system, a clearing agency or an auditor oversight body recognized under section 35 may, directly or indirectly, receive information from any person in New Brunswick or elsewhere, including, but not limited to,

(a) an exchange, a self-regulatory organization, a quotation and trade reporting system, a clearing agency or an auditor oversight body,

(b) a registrant or an issuer, or

(c) a law enforcement agency, a government, a governmental authority or a securities or financial regulatory authority or other regulatory authority.

199.1(6) For the purposes of administering its by-laws or other regulatory instruments or practices or policies, assisting in the administration of the by-laws or other regulatory instruments or practices or policies of another exchange, self-regulatory organization, quotation and trade reporting system, clearing agency or auditor oversight body, or assisting in the administration of New Brunswick securities law or the securities laws of another jurisdiction, an exchange, a self-regulatory organization, a quotation and trade reporting system, a clearing agency or an auditor oversight body recognized under section 35 may, subject to any order under subsection 177(1), disclose information to any of the following persons in New Brunswick or elsewhere:

(a) an exchange, a self-regulatory organization, a quotation and trade reporting system, a clearing agency or an auditor oversight body;

(b) a law enforcement agency, a government, a governmental authority or a securities or financial regulatory authority or other regulatory authority.

199.1(7) Information received by the Commission or any employee of the Commission under subsection (2) is confidential and shall not be disclosed to any other person unless the disclosure is authorized under this section or the regulations or in writing by the Executive Director.

41 The Act is amended by adding after section 199.1 the following:

Conflict with the Right to Information and Protection of Privacy Act

199.2 If a provision of this Act is inconsistent or in conflict with a provision of the Right to Information and Protection of Privacy Act, the provision of this Act prevails.

42 Subsection 200(1) of the Act is amended

(a) in subparagraph (e)(i) by striking out “standards of practice and business conduct” and substituting “the standards of practice and the business conduct”;

(b) by adding after paragraph (m) the following:

(m.1) prescribing classes of documents or records to which the Commission, any member of the Commission or any employee of the Commission shall not have access when exercising a power under Part 3, 12 or 13, as the case may be, in relation to an auditor oversight body;

(aa.1) regulating credit rating organizations, including without limiting the generality of the foregoing,

(i) prescribing requirements for the purposes of section 44.2, and

(ii) respecting the circumstances in which a credit rating organization or a class of credit rating organizations is deemed to be designated under subsection 44.1(1);

(d) by adding after paragraph (bb.1) the following:

(bb.2) prescribing requirements in relation to promoters, advisers or persons who promote the purchase or sale of securities of an issuer;

(e) in paragraph (lll)

(i) in subparagraph (i) by striking out “a quotation and trade reporting system or a clearing agency” and substituting “a quotation and trade reporting system, a clearing agency or an auditor oversight body”;

(ii) by repealing subparagraph (iii) and substituting the following:

(iii) for the purpose of the definitions “insider”, “mutual fund”, “non-redeemable investment fund” or “reporting issuer”, designating a class of persons to be, or a person or class of persons not to be, an insider, a mutual fund, a non-redeemable investment fund or a reporting issuer, and

(f) by repealing paragraph (nnn) and substituting the following:

(nnn) respecting, for the purposes of section 177, authorized disclosure of information by a person who is subject to an order under that section;

(g) in paragraph nnn.1) of the French version by striking out “montants remis” and substituting “sommes remises”;

(h) by adding after paragraph (nnn.7) the following:

(nnn.8) respecting, for the purposes of subsection 199.1(7), authorized disclosure of information received by the Commission or any employee of the Commission;

(i) in paragraph (yyy) by striking out “78,”.

43 The Act is amended by adding after section 201 the following:

Changes by Secretary

201.1 The Secretary may make changes respecting form, style, numbering and typographical, clerical or reference errors in a rule without changing the substance of the rule before the earlier of

(a) the date of the publication of the rule in accordance with paragraph 201(1)(a); and

(b) the date a copy of the rule is made available for public inspection under subsection 201(2).

Consolidated rules

201.2(1) The Secretary may maintain a consolidation of the rules.

201.2(2) In maintaining a consolidation of the rules, the Secretary may make changes respecting form and style and respecting typographical errors without changing the substance of any rule.

201.2(3) The Commission may publish the consolidated rules in the frequency that it considers appropriate.

201.2(4) A consolidated rule does not operate as new law but shall be interpreted as a consolidation of the law contained in the original rule and any subsequent amendments.

201.2(5) In the event of an inconsistency between a consolidated rule published by the Commission and the original rule or a subsequent amendment, the original rule or amendment prevails to the extent of the inconsistency.

44 Paragraph 204(3)(b) of the Act is repealed and the following is substituted:

(b) agreements, memoranda of understanding or arrangements

(i) that relate to the harmonization of securities regulation, or

(ii) that relate to interjurisdictional cooperation between the Commission and another securities regulatory authority, a financial regulatory authority, a designated credit rating organization, an exchange, a self-regulatory organization or body, a quotation and trade reporting system, a clearing agency, an auditor oversight body, the Canadian Investor Protection Fund or a jurisdiction.

45 Schedule A of the Act is amended

(a) by adding after

the following:

44.2

(b) by adding after

65(c)

the following:

65(d)

168(4)

172(5)

177(1)

181

199.1(6)

and substituting

172(5)

181

CONSEQUENTIAL AMENDMENTS

An Act to Amend the Securities Act

46(1) Section 47 of An Act to Amend the Securities Act, chapter 38 of the Acts of New Brunswick, 2007, is repealed.

46(2) Paragraph 194(a) of the Act is amended

(a) by repealing subparagraph (xiv);

(b) by repealing subparagraph (xxxvii).

46(3) Paragraph 197(c) of the Act is repealed.

46(4) Section 198 of the Act is amended by striking out “42 to 47” and “subparagraphs 194(a)(xiv), (xxii), (xxvi) and (xxxvii) and paragraphs 197(b), (c),” and substituting “42 to 46” and “subparagraphs 194(a)(xxii) and (xxvi) and paragraphs 197(b),” respectively.