Insider Trading in Canada – A Practical Guide to the Law, 2nd Edition
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Though considered by many to be a "victimless" crime, illegal insider trading has far-reaching and harmful effects: it undermines the integrity of our capital markets and the securities law regime and has the potential to hurt investors who aren't "in the know."
Now in its second edition, Insider Trading in Canada offers a comprehensive look at this complex and often misunderstood topic. This informative, practical and easy-to-read guide will help directors and senior executives – as well as their legal and financial advisors – gain a deeper understanding of insider trading in Canada.
This book provides a concise summary of the constitutional, common law and statutory framework regulating insider trading in Canada, drawing the distinction between legal and illegal insider trading and tipping in Canada by reviewing the definition of "insider" as well as the four critical elements that must be proved to establish that the insider trading is, in fact, illegal.
In this thorough analysis of insider trading, expert author Norm Keith:
- Details the process of prosecuting insider trading by examining the various procedural issues, stages of the investigation and prosecution process as well as the legal rights of the accused through the entire penal justice process
- Outlines the legal defences available when illegal insider trading or tipping charges are laid
- Addresses the sentencing and probation phase of the trial for both individual and corporate offenders convicted of illegal insider trading and tipping
- Discusses the civil liability for insider trading, specifically under securities legislation, as well as the remedies/defences for such liability, the quantification of damages, the applicable limitation periods and the procedure in civil actions
- Provides practical, proactive advice on how to avoid and mitigate the risk of illegal insider trading and tipping
- Dedicates a chapter to best practices – including the ten essential components of an insider trading compliance program – that will assist organizations, managers, leaders and individuals to both understand and avoid illegal insider trading
The truly unique feature of Insider Trading in Canada is the case studies found at the end of each chapter. These engaging, up-to-date discussions of insider trading are based on popular movies and illustrate the critical elements of the law surrounding insider trading and tipping in Canada as depicted in well-known examples.
New in this edition
The second edition of this essential volume has been updated to include new content as well as the latest information relevant to insider trading in Canada, such as:
- A new chapter on administrative sanctions that may be applied against an individual or organization who is convicted of illegal insider trading or tipping
- A new chapter on insider trading in the United States and an analysis of how it compares to the Canadian landscape. This is useful as many Canadian reporting issuers are listed on both Canadian and U.S. stock exchanges
- A brief description of the history of the law relating to the sale of securities and rules against misappropriation and how these laws developed in Canada. The text also explains the current status quo which is the absence of a single, national securities regulator in Canada with common standards, definitions and restrictions on insider trading
- A revised section in the introductory chapter on arguments against regulating insider trading
- An updated chapter on punishing insider trading, including a new section on the availability of a jury pursuant to the Charter of Rights and Freedoms for a quasi-criminal charge based on the recent decision in R. v. Peers
- Useful charts and appendices that simplify and consolidate the law of insider trading, including a chart setting out the maximum penalties and fines for illegal insider trading and tipping by jurisdiction across Canada. Appendix A outlines the legislative sources for insider trading across Canada and Appendix B features insider trading and tipping prosecution cases from across Canada, including the outcome for each
A must-have reference
Norm Keith's volume is the go-to resource for all aspects of insider trading in Canada. This practical guide will be particularly useful for directors, officers, and senior executives and managers, as well as accounting, financial and legal advisors, including:
- Canadian in-house lawyers
- Canadian corporate/securities lawyers in private practice
- Canadian law firms with a corporate/securities department
- U.S. in-house lawyers
Table of contents
Chapter 1: Introduction to insider trading
Chapter 2: Legal framework regulating insider trading
Chapter 3: Illegal insider trading
Chapter 4: Prosecuting insider trading
Chapter 5: Defences to illegal insider trading charges
Chapter 6: Punishing illegal insider trading
Chapter 7: Administrative sanctions
Chapter 8: Civil liability for insider trading
Chapter 9: Insider trading in America
Chapter 10: Mitigating risk of insider trading
Appendix A: Insider trading & tipping legislation
Appendix B: Insider trading & tipping prosecution cases
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