5. In this Act, unless the context indicates otherwise,
“adviser” means a person engaging in or holding themself out as engaging in the business of advising another with respect to investment in or the purchase or sale of securities, or the business of managing a securities portfolio;
“associate”, where used to indicate a relationship with a person, means
(1) any company in which the person owns securities assuring him of more than 10% of a class of shares to which are attached voting rights or an unlimited right to participate in earnings and in the assets upon winding-up;
(2) any partner of that person;
(3) any trust or succession in which the person has a substantial ownership interest or to which he fulfils the functions of a trustee or liquidator or similar functions;
(4) the spouse of that person and his children, as well as his relatives and his spouse’s relatives, if they share his residence;
“benchmark” means a price, estimate, rate, index or value that is regularly determined by applying a formula or method to one or more underlying interests or by evaluating those interests, that is published or made available to the public by onerous or gratuitous title, and that is used as a reference for such purposes as setting the interest or any other sum payable under a contract or a financial instrument, including a derivative within the meaning of the Derivatives Act (chapter I-14.01), setting the purchase or sale price or the value of a contract or a financial instrument, including such a derivative, or measuring the performance of a financial instrument or of an investment fund;
“benchmark administrator” means a person who controls the creation or provision of a benchmark;
“closed company”, for the purposes of paragraph 5 of section 141 of the Charter of the French language (chapter C-11), means a company, other than an investment fund, that is not a reporting issuer and that meets the conditions determined by regulation;
“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;
“credit rating organization” means any person that issues credit ratings;
“dealer” means a person engaging in or holding themself out as engaging in the business of
(1) trading in securities as principal or agent;
(2) distributing a security for their own account or for another’s account; or
(3) any act, advertisement, solicitation, conduct or negotiation directly or indirectly in furtherance of an activity described in paragraph 1 or 2;
“director” means a director of a legal person, or a natural person acting in a similar capacity for another person;
“distribution” means
(1) the endeavour to obtain, or the obtaining, by an issuer, of subscribers or acquirers of his securities;
(2) the endeavour to obtain, or the obtaining, by a firm underwriter, of purchasers for securities he has underwritten;
(3) the endeavour to obtain, or the obtaining, by a subscriber or purchaser of securities which he acquired under an exemption, of purchasers for such securities without the benefit of a final exemption from a prospectus;
(4) the endeavour to obtain, or the obtaining, by a subscriber or purchaser of securities which he acquired through a transaction for which no prospectus was prepared as required by law and no exemption was granted, of purchasers for such securities;
(4.1) the endeavour to obtain or the obtaining of purchasers for securities acquired from a company whose constituting documents provide for restrictions on the free transfer of shares, prohibit the distribution of securities to the public and limit the number of shareholders to 50, exclusive of present or former employees of the company or a subsidiary, by a subscriber or purchaser of such securities;
(5) the endeavour to obtain, or the obtaining, by a subscriber or purchaser of securities which he acquired outside Québec, of purchasers for such securities in Québec, except on a stock exchange or on the over-the-counter market;
(6) the endeavour to obtain or the obtaining of purchasers for securities, not previously the subject of a prospectus, of a company whose constituting documents provided for restrictions on the free transfer of shares, prohibited the distribution of securities to the public and limited the number of shareholders to 50, exclusive of present or former employees of the company or a subsidiary;
(7) the endeavour to obtain, or the obtaining, by an agent, of subscribers or purchasers of securities being distributed in accordance with subparagraphs 1 to 6;
(8) the giving in guarantee by an issuer of securities issued by him for that purpose;
(9) the disposal, by a control person of an issuer or a person holding more than a determined portion of an issuer’s securities, of the securities held by that control person or that person or a determined portion of them according to the portion and in the manner prescribed by regulation;
“forward-looking information” means disclosure regarding possible events, situations or operating results that is based on assumptions about future economic conditions and courses of action, and includes financial information about prospective operating results, financial position or cash flows that is presented either as a forecast or a projection;
“insider” means an insider within the meaning of section 89;
“investment fund” means a mutual fund or a non-redeemable investment fund;
“investment fund manager” means a person who directs the business, operations and affairs of an investment fund;
“issuer” means any person who has outstanding securities, or issues or proposes to issue securities;
“material fact” means a fact that may reasonably be expected to have a significant effect on the market price or value of securities issued or securities proposed to be issued;
“misrepresentation” means any misleading information on a material fact as well as any pure and simple omission of a material fact;
“mutual fund” means
(1) an issuer whose primary purpose is to invest money provided by its security holders and whose securities entitle the holder to receive on demand or within a specified period after demand an amount computed by reference to the value of a proportionate interest in the whole or in part of the net assets, including a separate fund or trust account, of the issuer; or
(2) a mutual fund designated under section 272.2 or determined by regulation;
“non-redeemable investment fund” means an issuer having all the following characteristics:
(1) its primary purpose is to invest money provided to it by its security holders;
(2) it does not invest for the following purposes:
(a) exercising or seeking to exercise control of an issuer, except any issuer that is a mutual fund or a non-redeemable investment fund; or
(b) being actively involved in the management of any issuer in which it invests, except any issuer that is a mutual fund or a non-redeemable investment fund; and
(3) it is not a mutual fund;
“offering memorandum” means a document purporting to describe the business and internal affairs of an issuer that has been prepared primarily for delivery to a prospective subscriber or purchaser so as to assist the prospective subscriber or purchaser to make an investment decision about securities being sold in a distribution in connection with which a prospectus would have been filed but for an exemption under this Act or the regulations, but does not include a document setting out current information about an issuer for the benefit of a prospective subscriber or purchaser familiar with the issuer through prior investment or business dealings;
“officer” means the chair or vice-chair of the board of directors, the chief executive officer, the chief operating officer, the chief financial officer, the president, the vice-president, the secretary, the assistant secretary, the treasurer, the assistant treasurer or the general manager of an issuer or of a registrant, or any natural person designated as such by the issuer or the registrant or acting in a similar capacity;
“privileged information” means any information that has not been disclosed to the public and that could affect the decision of a reasonable investor;
“reporting issuer” means an issuer contemplated in section 68;
“voting security” means any security other than a debt security carrying a voting right that may be exercised either under all circumstances or under some circumstances that have occurred and are continuing.
1982, c. 48, s. 5; 1984, c. 41, s. 2; 1987, c. 40, s. 1; 1990, c. 77, s. 2; 2001, c. 38, s. 5; 2004, c. 37, s. 3; 2006, c. 50, s. 3; 2009, c. 25, s. 2; 2009, c. 58, s. 91; 2018, c. 23, s. 682.
