Question of the week: What is market misconduct?

Submitted by nsscadmin on Wed, 03/07/2018 - 10:00

During Fraud Prevention Month in March we will be taking a closer look at some forms of market misconduct. Not all forms of market misconduct are frauds, but many do, or can be used to commit some kind of investment fraud.

Over the next few weeks, we will focus on:

Disclosure Violations
Investment Fraud
Illegal Distributions
Insider Trading
Market Manipulation
Registrant Misconduct

Watch for a new post on each of these topics every Wednesday for the next six weeks. Today we start with disclosure violations.

The typical victim when it comes to disclosure violations are shareholders. Under securities laws investors must receive timely and accurate information from public companies to allow them to make informed investment decisions. Public companies must provide this information, meeting specific standards and deadlines around disclosure. We looked at this in a previous blog post on how issuers are regulated.

You can review that post for a more comprehensive summary of what a public company must provide to meet their disclosure obligations. If a company fails to meet these obligations, or is suspected to have violated their disclosure obligations they could be investigated and have sanctions ordered against them.

For example, in the last few month the Nova Scotia Securities Commission has issued two cease trade orders against issuers due to continuous disclosure violations. These cease trade orders remain in effect until the company remedies the situation by filing the necessary disclosure documents.

Failure to file annual financial statements.
Failure to file interim financial statements.
Failure to file an annual or interim management’s discussion and analysis (MD&A) or an annual or interim management report of fund performance (MRFP).
Failure to file an Annual Information Form (AIF).
Failure to file a certification of annual or interim filings required by Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (MI 52-109).
Failure to file required proxy materials or a required information circular.
Failure to file an issuer profile supplement on the System for Electronic Disclosure by Insiders (SEDI).
Failure to file a material change report.
Failure to provide a written update after filing a confidential report of a material change.
Failure to file a business acquisition report.
Failure to file annual oil and gas disclosure prescribed by National Instrument 51-101 Standards of Disclosure of Oil and Gas Activities (NI 51-101) or technical reports for a mineral project required under NI 43-101 Standards of Disclosure for Mineral Projects (NI 43-101).
Failure to file a mandatory news release.
Failure to file corporate governance disclosure as required by national Instrument 58-101 Disclosure of Corporate Governance Practices (NI 58-101).
Failure to file audit committee disclosure as required by Multilateral Instrument 52-110 Audit Committees (MI 52-110) or BC Instrument 52-509 Audit Committees.
Failure to include disclosure in an issuer’s MD&A relating to disclosure controls and procedures and their direct effectiveness that is referred to in a certificate filed under MI 52-109.
Financial statements of the reporting issuer, or the auditors’ report accompanying the financial statements, do not comply with the requirements of NI 51-102 Continuous Disclosure Obligations (NI 51-102), National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106) or National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency (NI 52-107).
The reporting issuer has acknowledged that its financial statements, or the auditors’ report accompanying the financial statements, may no longer be relied upon.
The reporting issuer’s AIF, MD&A, MRFP, information circular, or business acquisition reports do not contain information for each of the content items required by NI 51-102 or NI 81-106.
The reporting issuer’s technical disclosure or other reports do not comply with the disclosure requirements of NI 43-101 or 51-101.
Failure to pay a fee required by the Act or the regulations.
Failure to comply with any other requirement related to continuous disclosure.