Do directors of an Ontario public corporation have to report when they buy or sell shares?
Yes. Insiders of Ontario public corporations — including directors, senior officers, and shareholders who hold more than ten percent of a class of voting securities — must report their trades in the corporation's securities to the Ontario Securities Commission. Ontario's Securities Act sets out these obligations.
The reporting deadline is generally within five days of the trade. Reports are filed electronically through the System for Electronic Disclosure by Insiders (SEDI) and are publicly accessible. The report must describe the transaction, the number of securities traded, and the insider's resulting holdings.
Insider reporting is separate from and in addition to the prohibition on insider trading (trading while in possession of material non-public information). The reporting obligation applies to all trades, not just trades made on inside information. Missing the reporting deadline or failing to report is a regulatory offence. For directors and officers of Ontario public companies, understanding and complying with insider reporting obligations is an essential corporate governance responsibility, and many public company directors receive briefings on these requirements when they join a board. Private corporations are not subject to the OSC's insider reporting regime.
Key takeaways
- Directors and senior officers of Ontario public corporations must report trades to the OSC within five days.
- Reports are filed through SEDI and are publicly available.
- Reporting applies to all trades, not just those on inside information.
- Private corporations are not subject to the OSC insider reporting regime.