Securities Regulation – Law School Notes

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You can grab notes for other law subjects from here.

These notes cover Securities Regulation in Canada.

The best material to have an in-depth understanding of Capital markets irrespective of what jurisdiction you are based in. Especially helpful if you are an Indian law student due to lack of good material covering the fundamentals. OCRed text, might suffer from few readability issues.

Five aspects of continuous disclosure:
(1) Regular disclosure (quarterly/annually);
(2) timely disclosure (of material changes);
(3) Early Warning (if buying up 10%- could signal takeover bid);
(4) Insider Reporting (allowed to trade, but we want to know what you’re doing);
(5) Insider Trading (to keep things fair, can’t do)
Want to make sure investors are protected and a fundamental tenet of that Is disclosure Companies change, and people are still trading on secondary market, the info from prospectus goes stale (to ensure ppl buy on primary market, must maintain efficiency of secondary market)

  1. Policy Behind Continuous Disclosure Regime – Merger Report (3 objectives)
  2. PART I: Regular Disclosure
    1. Application to Reporting Issuers
    2. Obligation to File Financial Statements
  3. PART II: Timely Disclosure (of changes)
    1. Statutory Provision: Ontario Securities Act (OSA), Part XVIII – Continuous Disclosure
    2. Material Change vs Material Fact
    3. What must be filed with a material change (3 Report Options)
  4. PART III: Early Warning
    1. STEPS
    2. STATUTORY PROVISIONS
  5. PART IV: Insider Reporting
    1. Analysis: When do insider reporting rules apply?
    2. STATUTORY PROVISIONS
  6. PART V: Insider Trading

TWO PARTS:
(1) Trading: You cannot sell with insider information and
(2) Tipping: you cannot tell anyone else about that information 

  1. Policy Discussion about Insider Trading / Tipping Prohibition
  2. Steps
  3. Statutory Provisions (OSA)
  4. Meaning of Generally Disclosed (Defence)
  5. Defences to Insider Trading / Tipping
  6. Actions, Sanctions & Penalties for Insider Trading

You can grab notes for other law subjects from here.


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