Enter to open, tab to navigate, enter to select
Insider
Practical Law Canada Glossary 3-575-5030 (Approx. 3 pages)
Glossary
Insider
Defined in section 1(1) of the Ontario Securities Act (OSA) as a:
- Director or officer of a person or company that is itself an insider or subsidiary of a reporting issuer.
- Person or company that has:
- beneficial ownership of, or control or direction over, directly or indirectly, securities of a reporting issuer carrying more than 10 per cent of the voting rights attached to all the reporting issuer's outstanding voting securities, excluding, for the purpose of the calculation of the percentage held, any securities held by the person or company as underwriter in the course of a distribution; or
- a combination of beneficial ownership of, and control or direction over, directly or indirectly, securities of a reporting issuer carrying more than 10 per cent of the voting rights attached to all the reporting issuer's outstanding voting securities, excluding, for the purpose of the calculation of the percentage held, any securities held by the person or company as underwriter in the course of a distribution.
- Reporting issuer that has purchased, redeemed or otherwise acquired a security of its own issue, for so long as it continues to hold that security.
- Person or company designated as an insider of a reporting issuer in an order made under section 1(11)(a) of the OSA.
- Person or company that is in a class of persons or companies designated under section 143(1), paragraph 40(v) of the OSA as, for the purpose of clause (f) of the definition of "insider" in section 1(1), persons or companies who would reasonably be expected to have, in the ordinary course, access to material information about the business, operations, assets or revenue of the issuer, to be insiders.
There are similar provisions in the Applicable Securities Laws of other jurisdictions in Canada. Insider is also defined under the Canada Business Corporations Act (CBCA), Ontario Business Corporations Act (OBCA) and other provincial and territorial corporate legislation except that the definition under the CBCA applies to both reporting issuers and non-distributing corporations and the definition under the OBCA only applies to non-offering corporations.