Bill 5 provides for the recognition and oversight of the
Canadian Public Accountability Board
("CPAB") as an auditor oversight body
under the Securities Act. Bill 5 provides that CPAB shall
regulate the operations, standards of practice and business conduct
of its participants to the extent that it relates to the auditing
or review of financial statements that are required to be filed
under Alberta securities laws. Bill 5 provides CPAB with access to
the contents of audit working files, only with the consent of the
2. Registered Professional Corporations ("RPC")
Bill 5 establishes a framework for individual representatives of
registered dealers and advisers to provide services through a
professional corporation that is registered in accordance with
Alberta securities laws, while still under the supervision of a
registered firm. The articles of the RPC shall restrict its
business to acting as a dealer or adviser and include a restriction
that its voting shares can be owned only by one or more RPC
3. Orders Without a Hearing
Bill 5 provides for the making of orders by the Alberta
Securities Commission ("ASC") without a
(a) Halt Trade
Where the ASC considers or becomes aware of information that
there are unusual volume or price fluctuations, that there may have
been a material change that could affect the market price of a
security or derivative or considers that circumstances exist or are
about to occur that could result in other than an orderly trading
of a security or a derivative and that it would be in the public
interest, it may order a halt trade for a period not longer than 15
business days, without providing the opportunity for the issuer to
(b) Extra-Provincial Orders
The ASC no longer has to provide a person or company with an
opportunity to be heard before making an order if the person or
company: has been convicted of an offence in Canada or elsewhere
arising from a transaction, business or course of conduct related
to securities or derivatives or under the laws respecting trading
in securities or derivatives; has been found by a court in Canada
or elsewhere to have contravened securities laws; or is subject to
an order by a securities regulatory authority both outside and
anywhere in Canada. Further, an order made by a securities
regulatory authority anywhere in Canada with respect to sanctions,
conditions, restrictions or requirements will now automatically
apply to that person or company in Alberta without notice and
without a hearing, as if the order were made by the ASC.
4. Investor Relations Activities
Bill 5 establishes the requirement for disclosure of activities
in relation to a trade. An issuer or holder of an
issuer's security that is aware that a person is engaged in
investor relations activities on their behalf must disclose those
facts to anyone who inquires. A person engaged in investor
relations activities and the issuer or holder of an issuer's
security on whose behalf they are engaged must ensure that every
statement made by that person clearly discloses that the statement
is made by or on behalf of the issuer or the holder of the
issuer's security. In addition, Bill 5 requires that
every person or company engaged in investor relations activities
must maintain books and records to properly record investor
relations activities and other business transactions and financial
affairs and deliver such records upon the request of the ASC.
Bill 5 also provides for the ASC to prohibit a person or company
from engaging in investor relations activities if they believe it
to be in the public's interest to do so.
5. Fee Setting
Currently the fees charged by the ASC are prescribed in the
Securities Regulation to the Securities Act as
set by the Alberta Ministry of Treasury Board and Finance. Under
the new amendments, the ASC will have the authority to set its own
fees with the approval of the Minister.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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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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