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Disclosure Liability in Investor Relations: Managing the Risk. Bob Cooper. Summary.
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“investor relations activities” means any activities or oral or written communications, by or on behalf of an issuer or security holder of the issuer, that promote or reasonably could be expected to promote the purchase or sale of securities of the issuer, but does not include:
“officer” means the chair or a vice chair of the board of directors, the president, a vice president, the secretary, an assistant secretary, the treasurer, an assistant treasurer, the general manager and any other individual appointed an officer of a corporation or acting in a capacity similar to those specified offices on behalf of an issuer or registrant”
168.2 Contraventions attributable to employees, officers, directors and agents - (1) If a person, other than an individual, contravenes a provision of this Act or of the regulations, or fails to comply with a deicsion, an employee, officer, director or agent of the person who authorizes, permits or acquiesces in the contravention or non-compliance also contravenes the provisions or fails to comply with the decision, as the case may be.
Legislation enumerates a non-exhaustive list of factors, including:
At a practical level a “reasonable investigation” will likely turn on:
In addition to having a reasonable basis:
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