On April 7, 2014, the Bureau de décision et de
révision (BDR), which is the administrative tribunal
that has jurisdiction under the Québec Securities
Act, dismissed a claim by the Autorité des
marchés financiers (AMF) for an administrative penalty
of $15,000 against Jean Lamarre, a member of the board of directors
of Pebercan Inc. at the time of the events at
The AMF accused the director of having contravened section 188
of the Québec Securities Act by communicating
privileged information to Véronique Jallabert regarding
Pebercan Inc., the reporting issuer.
Section 188 of the Québec Securities Act
provides, among other things, that the insider cannot communicate
to any person information that is likely to influence the decision
of a reasonable investor. In this case, the AMF alleged that Mr.
Lamarre had communicated to Mrs. Jallabert that "things were
not going well for Pebercan Inc."
An interesting fact of this case is that Mrs. Jallabert had,
prior to the hearing before the BDR, pleaded guilty to
quasi-criminal charges laid by the AMF before the Court of
Québec for having traded in Pebercan Inc.'s stock with
While keeping in mind the principles elaborated by the Ontario
Superior Court2 and the Ontario
Securities Commission3 regarding the
insider tipping restrictions in the Rankin case, the BDR
considered that the AMF did not demonstrate that Jean Lamarre had
contravened section 188 of the Québec Securities
Act by communicating privileged information to
Véronique Jallabert, since, among other things, the
information he communicated – that is, that things were not
going well for Pebercan Inc. – was not clear enough and was
too uncertain to be characterized as privileged information
according to the Québec Securities Act.
Furthermore, the fact that things were not going well at
Pebercan Inc. was, according to the BDR, information known
to the public at the time Mr. Lamarre communicated it to Mrs.
Finally, the fact that Mrs. Jallabert had pleaded guilty to
quasi-criminal charges for having illegally used privileged
information did not prove, according to the BDR, that it was Jean
Lamarre who had transmitted the information to her. The BDR further
added that, in the circumstances of this case, one must keep from
transforming a trivial comment into privileged information.
1 Autorité des marchés financiers v.
Jean Lamarre, 2014 QCBDR 29.
2 R. v. Rankin, 2006 CanLII 49283
3 In the Matter of Andrew Stuart Netherwood
Rankin (2008), 31 OSCB 3303.
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Under the Income Tax Act, the Employment Insurance Act, and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions or GST.
Under the Income Tax Act, the Employment Insurance Act, the Canada Pension Plan Act and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions.
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