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Toronto Stock Exchange Act, R.S.O. 1990, c. T.15

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current December 15, 2000 (e-Laws currency date)

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Toronto Stock Exchange Act

R.S.O. 1990, CHAPTER T.15

Consolidation Period: From December 15, 2000 to the e-Laws currency date.

Last amendment: 1999, c.9, ss.223-226.

PART I
DEFINITIONS

Definitions

1. In this Act,

“associate”, “company”, “director”, “issuer”, “Ontario securities law”, “OTC security”, “quotation and trade reporting system”, “security”, “senior officer” and “subsidiary” have the same meaning as in the Securities Act or the regulations or any rule thereunder, as the case may be; (“personne qui a un lien”, “compagnie”, “administrateur”, “émetteur”, “droit ontarien des valeurs mobilières”, “valeur hors cote”, “système de cotation et de déclaration des opérations”, “valeur mobilière”, “cadre dirigeant”, “filiale”)

“board of directors” means the board of directors of The Toronto Stock Exchange or of The Toronto Stock Exchange Inc., as the case may be; (“conseil d’administration”)

“continued Corporation” means The Toronto Stock Exchange as continued under the Business Corporations Act pursuant to Part II.1; (“Société maintenue”)

“Corporation” means The Toronto Stock Exchange; (“Société”)

“exchange” means the exchange operated by the Corporation or by the continued Corporation, as the case may be; (“Bourse”)

“insider” means,

(a) every director or senior officer of an issuer,

(b) every director or senior officer of a company that is itself an insider or subsidiary of an issuer,

(c) any person or company who beneficially owns, directly or indirectly, voting securities of an issuer or who exercises control or direction over voting securities of an issuer or a combination of both carrying more than 10 per cent of the voting rights attached to all voting securities of the issuer for the time being outstanding other than voting securities held by the person or company as underwriter in the course of a distribution, and

(d) an issuer where it has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities; (“initié”)

“OTC board of directors” means the board of directors of the OTC Corporation; (“conseil d’administration du Réseau”)

“OTC Corporation” means the Canadian Dealing Network Inc; (“Réseau”)

“OTC quotation and trade reporting system” means the quotation and trade reporting system operated by the OTC Corporation; (“système de cotation et de déclaration des opérations hors cote”)

“Participant” means a dealer that uses the OTC quotation and trade reporting system; (“participant”)

“person”, except in subsections 7 (2), (3) and (4) and 8 (3) and section 11, has the same meaning as in the Securities Act; (“personne”)

“public director” means a member of the board of directors elected under subsection 7 (2). (“administrateur public”) R.S.O. 1990, c. T.15, s. 1; 1997, c. 19, s. 26 (2, 3); 1999, c. 9, s. 223.

PART II (ss. 2 - 13) Repealed: 1999, c. 9, s. 224.

PART II.1
THE TORONTO STOCK EXCHANGE INC.

Continuation of The Toronto Stock Exchange under Business Corporations Act

13.0.1(1)The Corporation may, if it obtains the approvals required by this section, apply to the Director under the Business Corporations Act to be continued under that Act.

Approval of members

(2)The members of the Corporation must by by-law approve the application for continuance and the terms of the continuance, including the terms on which shares of the continued Corporation are to be issued in connection with the continuance and the manner of determining the first directors of the continued Corporation.

Approval of Ontario Securities Commission

(3)The Ontario Securities Commission must approve the application for continuance and may attach terms and conditions to its approval as it considers appropriate.

Approval of Minister of Finance

(4)The Minister of Finance must approve the application for continuance.

Validity of approvals

(5)An approval that is required under this section is valid until the first anniversary of the last approval required under this section being obtained.

Same

(6)An approval that is required under this section is valid even if it was obtained before section 225 of the More Tax Cuts for Jobs, Growth and Prosperity Act, 1999 comes into force. 1999, c. 9, s. 225.

Articles of continuance

13.0.2(1)The Corporation’s articles of continuance shall be sent to the Director under the Business Corporations Act, together with the certificate of an officer of the Corporation stating that the approvals required by section 13.0.1 have been obtained and are still valid.

Same

(2)The articles of continuance shall be in the form prescribed under the Business Corporations Act for the purpose of section 180 of that Act, with necessary modifications to reflect that the Corporation was not originally incorporated in a jurisdiction other than Ontario and is not required to comply with subsection 180 (3) of that Act.

Same

(3)The articles of continuance shall include any provisions necessary to make them conform to this Act and the laws of Ontario, and may include such other provisions as would be permitted in articles of incorporation under the Business Corporations Act for a corporation incorporated under that Act. 1999, c. 9, s. 225.

Endorsement of certificate of continuance

13.0.3(1)Upon receipt of the articles of continuance and other documents required under section 13.0.2, the Director under the Business Corporations Act shall endorse on the articles of continuance in accordance with section 273 of the Business Corporations Act a certificate which shall constitute the certificate of continuance.

Effect of certificate

(2)Upon the articles of continuance becoming effective,

(a) the Corporation becomes a corporation to which the Business Corporations Act applies as if it had been incorporated under that Act;

(b) the articles of continuance are deemed to be the articles of incorporation of the continued Corporation; and

(c) except for the purposes of subsection 117 (1) of the Business Corporations Act, the certificate of continuance is deemed to be the certificate of incorporation of the continued Corporation.

Rights, liabilities, etc., preserved

(3)Upon the Corporation being continued under the Business Corporations Act,

(a) the continued Corporation possesses all the property, rights, privileges and franchises and is subject to all the liabilities, including civil, criminal and quasi-criminal, and all contracts, disabilities and debts of the Corporation;

(b) a conviction against, or ruling, order or judgment in favour of or against the Corporation may be enforced by or against the continued Corporation;

(c) the continued Corporation shall be deemed to be the party plaintiff or the party defendant, as the case may be, in any civil action commenced by or against the Corporation; and

(d) the continued Corporation is a recognized stock exchange under the Securities Act and is subject to that Act and to any terms and conditions imposed under subsection 13.0.1 (3). 1999, c. 9, s. 225.

Name of continued Corporation

13.0.4(1)Despite section 9 of the Business Corporations Act, upon the articles of continuance becoming effective, the continued Corporation shall be known as The Toronto Stock Exchange Inc. in English and Bourse de Toronto Inc. in French.

Same

(2)The continued Corporation may subsequently change its name by articles of amendment under the Business Corporations Act.

Transition

(3)Any reference in a by-law, regulation, rule, authorization, order, direction, ruling, guideline, policy or other document under the Commodity Futures Act, Securities Act, Toronto Futures Exchange Act or any other Act to The Toronto Stock Exchange or to a by-law, ruling, policy, rule, regulation, order, direction or other document of The Toronto Stock Exchange shall be read, respectively, as a reference to The Toronto Stock Exchange Inc. or to a by-law, ruling, policy, rule, regulation, order or direction of The Toronto Stock Exchange Inc. 1999, c. 9, s. 225.

Existing members of Corporation

13.0.5(1)The rights of the members of the Corporation immediately before the articles of continuance become effective are extinguished upon the articles of continuance becoming effective.

Same

(2)A person or company who is a member of the Corporation immediately before the articles of continuance become effective shall not have any ownership or voting interest in the continued Corporation by virtue only of membership in the Corporation.

Membership in continued Corporation

(3)A person or company who is a member of the Corporation immediately before the articles of continuance become effective and any other person or company may, subject to the approval of the continued Corporation, execute a contract with the continued Corporation to become a member of the continued Corporation.

Same

(4)A person or company who is a member of the continued Corporation shall be bound by its contract with the continued Corporation but does not acquire any ownership or voting interest in the continued Corporation by virtue only of membership in the continued Corporation.

Liability of members

(5)A person or company who is a member of the continued Corporation shall not be liable for any act, default, obligation or liability of the continued Corporation by virtue only of membership in the continued Corporation. 1999, c. 9, s. 225.

First issue of shares

13.0.6(1)The continued Corporation shall, forthwith after the articles of continuance become effective, issue shares in accordance with the by-law of the Corporation described in subsection 13.0.1 (2).

First annual shareholders meeting

(2)The first annual meeting of shareholders of the continued Corporation shall be held not later than six months after the end of the financial year of the continued Corporation in which the articles of continuance became effective. 1999, c. 9, s. 225.

First directors of continued Corporation

13.0.7(1)The first directors of the continued Corporation shall be the individuals named in the articles of continuance.

Term of office of first directors

(2)The first directors of the continued Corporation shall hold office until the close of the first annual meeting of shareholders of the continued Corporation. 1999, c. 9, s. 225.

Powers of the board

13.0.8(1)The board of directors has the power to govern and regulate,

(a) the exchange;

(b) the partnership and corporate arrangements of the members of the continued Corporation and other persons or companies authorized to trade by the exchange, including requirements as to financial condition;

(c) the business conduct of members of the continued Corporation and other persons or companies authorized to trade by the exchange and of their current and former directors, officers, employees and agents and other persons or companies currently or formerly associated with them in the conduct of business, but only in respect of their business conduct while employed or associated with a member of the continued Corporation; and

(d) the business conduct of former members of the continued Corporation and other persons or companies formerly authorized to trade by the exchange and of their current and former directors, officers, employees and agents and other persons or companies currently or formerly associated with them in the conduct of business, but only in respect of their business conduct while a member of the continued Corporation or while employed or associated with a member of the continued Corporation.

By-laws, etc.

(2)In the exercise of the powers set out in subsection (1) and in addition to its power to pass by-laws under the Business Corporations Act, the board of directors may pass by-laws, make or adopt rulings, policies, rules and regulations and issue orders and directions as it considers necessary, including the imposition of penalties and forfeitures for the breach of any such by-law, ruling, policy, rule, regulation, order or direction.

Immediate restriction or suspension

(3)If the board of directors orders the restriction or suspension of the privileges of any person or company before a hearing of the matter is held, the order shall provide that the restriction or suspension shall be imposed only where the board of directors considers it necessary for the protection of the public interest and that the restriction or suspension shall expire 15 days after the date on which the order was made unless a hearing is held within that period of time to confirm or set aside the order.

Delegation of powers

(4)The board of directors may by order delegate to one or more persons, companies or committees the power of the board of directors,

(a) to consider, hold hearings and make determinations regarding applications for any acceptance, approval, registration or authorization and to impose terms and conditions on any such acceptance, approval, registration or authorization;

(b) to investigate and examine the business conduct of members of the continued Corporation, former members of the continued Corporation and other persons or companies referred to in clauses (1) (c) and (d); and

(c) to hold hearings, make determinations and discipline members of the continued Corporation, former members of the continued Corporation and other persons or companies referred to in clauses (1) (c) and (d) in matters related to business conduct.

Same

(5)A delegation made under subsection (4) may provide that it is subject to specified limitations, restrictions, conditions and requirements.

Transition

(6)Any by-laws or rulings made, policies, rules or regulations adopted and orders or directions issued by the Corporation under section 10 of this Act, as it reads on the day before the More Tax Cuts for Jobs, Growth and Prosperity Act, 1999 receives Royal Assent, continue in force, with necessary modifications, until amended or repealed or revoked by the continued Corporation.

Same

(7)Any consideration, hearing, investigation or examination begun under section 10 of this Act, as it reads on the day before the More Tax Cuts for Jobs, Growth and Prosperity Act, 1999 receives Royal Assent, may be continued under this section and the continued Corporation stands in the place of the Corporation with respect to such matter. 1999, c. 9, s. 225.

Non-application of Part II

13.0.9Part II of the Act does not apply to the continued Corporation. 1999, c. 9, s. 225.

PART III
OVER-THE-COUNTER TRADING

OTC Corporation

13.1 (1) The object of the OTC Corporation is to operate a quotation and trade reporting system for the purchase and sale of OTC securities.

Operation of system

(2) The OTC Corporation shall operate the OTC quotation and trade reporting system in a manner that does not contravene the requirements of Ontario securities law, and the OTC Corporation may impose any additional or higher requirement within its jurisdiction. 1997, c. 19, s. 26 (7).

Power of board

13.2 (1) For the purposes of the object of the OTC Corporation under subsection 13.1 (1), the OTC board of directors has the power to govern and regulate,

(a) the OTC quotation and trade reporting system;

(b) the conduct of Participants and of their current and former directors, officers, employees and agents and other persons or companies currently or formerly associated with them in their use of the OTC quotation and trade reporting system, but only in respect of their conduct while employed or associated with a Participant; and

(c) the conduct of former Participants and of their current and former directors, officers, employees and agents and other persons or companies currently or formerly associated with them in their use of the OTC quotation and trade reporting system, but only in respect of their conduct while a Participant or while employed or associated with a Participant. 1997, c. 19, s. 26 (7); 1999, c. 9, s. 226 (1, 2).

Rulings, etc.

(2) In the exercise of the powers set out in subsection (1), the OTC board of directors may make such rulings, adopt such policies, rules and regulations and issue such orders and directions as it considers necessary for the purpose, including the imposition of trading halts and penalties and forfeitures for the breach of any such ruling, policy, rule, regulation, direction or order. 1997, c. 19, s. 26 (7).

Restriction or suspension of privileges

(3) If the OTC board of directors makes a rule or regulation or issues an order or direction under subsection (2) restricting or suspending the privileges of any person or company before a hearing of the matter is held, the rule, regulation, order or direction shall provide that any such restriction or suspension shall be imposed only where the OTC board of directors considers it necessary for the protection of the public interest and that the restriction or suspension shall expire within 30 days after the date on which it was imposed unless a hearing is held within that period of time to confirm or set aside the restriction or suspension. 1997, c. 19, s. 26 (7); 1999, c. 9, s. 226 (3).

Delegation

(4) The OTC board of directors may delegate to one or more persons, companies or committees, subject to such limitations, restrictions, conditions and requirements as the OTC board of directors may determine, the power of the OTC board of directors,

(a) to consider, hold hearings and make determinations regarding applications for any acceptance, approval or authorization and to impose terms and conditions on any such acceptance, approval or authorization;

(b) to investigate and examine the business conduct of Participants, former Participants and other persons or companies referred to in clauses (1) (b) and (c) in their use of the OTC quotation and trade reporting system; and

(c) to hold hearings, make determinations and discipline Participants, former Participants and other persons or companies referred to in clauses (1) (b) and (c) in matters related to their business conduct in the use of the OTC quotation and trade reporting system. 1997, c. 19, s. 26 (7); 1999, c. 9, s. 226 (4-6).

PART IV
GENERAL

Powers of Ontario Securities Commission

14. Nothing in this Act shall be construed to derogate from the powers of the Ontario Securities Commission under the Securities Act or any other Act. R.S.O. 1990, c. T.15, s. 14.

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