Insider Trading in Canada – A Practical Guide to the Law, 3rd 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 third 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.
What's New In This Edition
- New chapter covering securities law in Canada, including why companies go public and become “reporting issuers”, as well as the importance of “continuous disclosure” obligations
- New chapter on the Ontario Securities Commission’s Whistleblower Program, including how it works, confidentiality and protections, eligibility for rewards, as well as a comparison to the longstanding American whistleblower program of the Securities & Exchange Commission
- Further expansion on the preexisting themes of when insider trading is legal and when it is illegal under Canadian law, for readers to better understand and comply with insider trading laws in Canada
- New commentary, including discussion of recent case law, has been added throughout
Who Should Read This Book
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 – Securities Law Framework
Chapter 2 – Introduction to Insider Trading
Chapter 3 – Legal Framework Regulating Insider Trading
Chapter 4 – When Insider Trading Becomes Unlawful
Chapter 5 – Enforcing Insider Trading Laws
Chapter 6 – Answering Defenses to Illegal Insider Trading Charges
Chapter 7 – Punishing Illegal Insider Traders
Chapter 8 – Administrative/Civil Enforcement Proceedings by Regulators
Chapter 9 – Civil Liability for Insider Trading
Chapter 10 – Insider Trading in America
Chapter 11 – Mitigating Risk of Insider Trading
Chapter 12 – Ontario Securities Commission Whistleblower Program
Appendix A – Insider Trading & Tipping Legislation
Appendix B – Insider Trading & Tipping Prosecution Cases