1 Short Title and commencement

2 Interpretation

3 What is material information in relation to public issuer

3A What is material information in relation to futures contract

4 What information is generally available to the market

5 Relevant interests in securities (basic rule)

5A Extension of basic rule to powers or controls exercisable through trust, agreement, etc

5B Extension of basic rule to interests held by other persons under control or acting jointly

6 Situations not giving rise to relevant interests

6A Application of Part 1 to Reserve Bank of New Zealand [Repealed]

6B Act binds the Crown

7 Liability of insider who deals in securities of a public issuer [Repealed]

8 Prohibition of insider conduct

8A Who is information insider

8B Meaning of inside information

8C Information insider must not trade

8D Information insider must not disclose inside information

8E Information insider must not advise or encourage trading

8F Criminal liability for insider conduct

9 Exception for trading required by enactment

9A Exception for disclosure required by enactment

9B Exceptions in respect of underwriting agreements

9C Exception in case of knowledge of person's own intentions or activities

9D Exception for agent executing trading instruction only

9E Exceptions for takeovers

9F Exception for redemption of units in unit trust

9G Exception for Reserve Bank

10 Absence of knowledge of trading

10A Inside information obtained by independent research and analysis

10B Equal information

10C Options and trading plans

10D Chinese wall defence

11 False or misleading statement or information

11A Criminal liability for false or misleading statement or information

11B False or misleading appearance of trading, etc

11C Presumption as to false or misleading appearance of trading, etc

11D Criminal liability for false or misleading appearance of trading, etc

11E Application of subpart 1 to insider conduct in relation to futures contract

12 Exceptions to section 11 [Repealed]

13 Misleading or deceptive conduct generally (for dealings in listed and non-listed securities)

14 Exceptions for takeovers

15 Exception for repurchase of shares by company

16 Exception for offers of securities to public

17 Exception for disclosure by investment advisers or brokers

18 Territorial scope of general dealing misconduct prohibition

18A Commission may exercise public issuer's right of action [Repealed]

18B Requirements for Commission exercising public issuer's right of action [Repealed]

18C Procedural requirements for leave to exercise public issuer's right of action [Repealed]

18D Powers of Court for proceedings exercising public issuer's right of action [Repealed]

18E Proceedings must not be settled, compromised, or discontinued without approval [Repealed]

19 No liability under Fair Trading Act 1986 if not liable under this Part

19A Purpose of this subpart

19B Public issuers must disclose in accordance with listing rules if continuous disclosure listing rules apply

19C Public issuers must disclose in accordance with regulations if continuous disclosure regulations apply

19D What are continuous disclosure provisions

19E What is material information [Repealed]

19F What information is generally available to the market [Repealed]

19G Commission may make orders requiring disclosure or corrective statements [Repealed]

19H Notice and submissions on Commission's orders [Repealed]

19I Limited notice and submissions for urgent orders [Repealed]

19J Offence for failure to comply with Commission orders [Repealed]

19K Court may make orders requiring disclosure or corrective statements [Repealed]

19L Court may impose pecuniary penalties [Repealed]

19M Court may make compensatory orders [Repealed]

19N Court may order payment of costs [Repealed]

19O General provisions as to Court's orders [Repealed]

19P Persons entitled to appear before Court [Repealed]

19PA No contravention of continuous disclosure provisions by person who takes reasonable steps to ensure public issuer complies

19Q Regulations requiring continuous disclosure [Repealed]

19R Requirements for regulations replacing continuous disclosure listing rules [Repealed]

19S Ongoing requirements for continuous disclosure regulations [Repealed]

19SA Purpose of subpart

19T Directors and officers of public issuers must disclose relevant interests and dealings in relevant interests

19U What disclosure required

19V Form and method of disclosure

19W Disclosure obligation applies for 6 months after ceasing to hold office

19X Exemptions for directors or officers of co-operative companies

19Y Exemptions granted by Commission or regulations

19Z Public issuer must keep interests register

19ZA Inspection and copying of interests register

19ZB Commission may make orders requiring disclosure [Repealed]

19ZC Notice, submissions, and opportunity to be heard and represented on Commission's orders [Repealed]

19ZD Offence for failure to comply with directors' and officers' disclosure obligation

19ZE Offence for failure to comply with Commission orders [Repealed]

19ZF Offences relating to interests register

20 Purpose of subpart

21 Meaning of substantial security holder, substantial holding, and percentage

22 Persons must disclose if begin to have substantial holding

23 Substantial security holders must disclose if subsequent movement of 1% in holdings

24 Substantial security holders must disclose if subsequent changes in nature of relevant interests

25 Persons must disclose if cease to have substantial holding

26 What disclosure required

27 Form and method of disclosure

28 Public issuer must give acknowledgment of disclosure

29 How to ascertain total voting securities in class of public issuer's voting securities for purposes of disclosure

30 Exemption for persons with interest in other substantial security holders who comply

31 Exemption for trustee corporations and nominee companies

32 Conditions of exemption for trustee corporations and nominee companies

32A Exemption for persons under control or acting jointly with trustee corporations and nominee companies

33 Extended time for disclosure for trustees, executors, and administrators

34 Commission may require persons to disclose to market relevant interests and powers to get relevant interests

35 Public issuer may require registered holder to disclose relevant interests to it

35A Evidence not otherwise admissible [Repealed]

35A Public issuer may require person who has relevant interest to disclose information to it

35B Form and method of notice requiring disclosure

35BA Offence for failure to comply with substantial holding disclosure obligation

35C Public issuers must maintain register of disclosures of substantial holdings

35D Inspection and copying of substantial holdings register

35E Offences relating to substantial holdings register

35F Public issuers must publish information on substantial holdings

35G Registered exchange must publish disclosures

35H Offence for failing to publish information on substantial holdings or disclosures

35I No liability for publication of substantial holdings

35J Notice under this subpart not to affect incorporation of public issuer or constitute notice of trust

36 Regulations for purpose of this subpart [Repealed]

36A No holding out as securities exchange unless registered under this subpart

36B No operation of securities markets unless registered under this subpart (if restriction applies)

36C Power to apply and remove restriction on operating securities markets

36D Criteria and process for applying restriction on operating securities markets

36E Power to exempt securities markets from this Part

36F Registration of exchanges

36G Registered exchange must operate securities markets with conduct rules that include required matters and have effect

36H Required matters for conduct rules

36I When conduct rules have no effect

36J Registered exchange must provide proposed new conduct rules and changes to Minister

36K Disallowance process applies unless approval process applied

36L Disallowance process for proposed conduct rules and changes

36M Effect of disallowance

36N Determination on whether or not to apply approval process to proposed conduct rules and changes

36O Approval process for proposed conduct rules and changes

36P Registered exchange must not operate new securities market if proposed conduct rules or changes not approved

36Q Conduct rules must be available for public inspection

36R Application of Acts relating to regulations to conduct rules

36S Power to impose control limits on registered exchanges

36T Control limit not to be exceeded

36U Effect of exceeding control limit

36V Application for approval to exceed control limit

36W Revocation or amendment of approval

36X Overseas exchanges

36Y Revocation or amendment of authorisation

36Z Offence for breach of terms or conditions of authorisation

36ZA Commission may make orders prohibiting statements relating to exchanges or requiring corrective statements [Repealed]

36ZB Notice, submissions, and opportunity to be heard and represented on Commission's orders [Repealed]

36ZC Offence for contravening prohibition order [Repealed]

36ZD Registered exchange must notify Commission of disciplinary actions and suspected contraventions

36ZE When notification required

36ZF Details and method of notification

36ZG Registered exchange must give Commission material information given to market participants

36ZH When disclosure of material information required

36ZI Form and method of disclosure

36ZJ Waiver of notification and disclosure obligations

36ZK Registered exchange must give Commission or Takeovers Panel other information and assistance on request

36ZL Power to disclose further information

36ZM Registered exchange must give notice and have regard to submissions on continuous disclosure determinations

36ZN Limited notice and submissions for urgent determinations

36ZO Commission may give directions to registered exchanges

36ZP Grounds for continuous disclosure direction

36ZQ Grounds for other directions

36ZR Notice, opportunity for exchange to act, and submissions before Commission gives directions

36ZS Limited notice and submissions for urgent continuous disclosure directions

36ZT Notice and opportunity to be heard and represented after Commission gives direction

36ZU Effect of directions to exchanges

36ZV Provisions as to directions

36ZW Contracting out or modification of continuous disclosure process requirements

36ZX Offence

37 Interpretation of terms used in this Part

37A No holding out as futures exchange unless authorised under this Part

37B No operation of futures markets unless authorised under this Part (if restriction applies)

37C Power to apply and remove restriction on operating futures markets

37D Criteria and process for applying restriction on operating futures markets

38 Dealers in futures contracts to be authorised

39 Contravention of section 38 an offence

40 Effect of certain laws on authorised futures contracts and other contracts

41 When investment advice given to public, etc

41A Investment advisers' disclosure obligation

41B Investment adviser must disclose experience, qualifications, professional standing, etc

41C Investment adviser must disclose certain criminal convictions, etc

41D Investment adviser must disclose fees

41E Investment adviser must disclose other interests and relationships

41F Investment adviser must disclose details of securities about which advice given

41G Investment brokers' disclosure obligation

41H Investment broker must disclose certain criminal convictions, etc

41I Investment broker must disclose procedures for dealing with investment money or investment property

41J How disclosure must be made

41K Disclosure must not be misleading

41L Disclosure of additional information

41M No compliance with disclosure obligations if disclosure statement out of date

41N Advertisement must refer to disclosure statement

41O Advertisement must not be deceptive, misleading, or confusing

41P Offence for failure to comply with disclosure obligation

41Q Offence of deceptive, misleading, or confusing disclosure

41R Offence of deceptive, misleading, or confusing advertisement

41S Recommending, or receiving money for, acquisition of securities prohibited if offer for subscription illegal

41T Defence of immateriality

41U Territorial scope

41V No contracting out

41W No liability under Fair Trading Act 1986 if not liable under this Part

42 When Commission may make prohibition and corrective orders

42A Terms of prohibition and corrective orders

42B When Commission may make disclosure orders

42C Terms of disclosure orders

42D When Commission may make temporary banning orders for investment adviser or broker activities

42E Terms of temporary banning order for investment adviser and broker activities

42F Commission must follow steps before making orders

42G Commission may shorten steps for specified orders

42H Commission must give notice after making orders

42I General provisions on Commission's orders

42J Offence of failing to comply with Commission's orders

42K What Court may injunct

42L When Court may grant injunctions and interim injunctions

42M Undertaking as to damages not required by Commission

42N When Court may grant corrective orders

42O Terms of corrective orders

42P When Court may make disclosure orders

42Q Terms of disclosure orders

42R Overview of civil remedies

42S What are civil remedy provisions

42T When Court may make pecuniary penalty orders and declarations of contravention

42U Purpose and effect of declarations of contravention

42V What declarations of contravention must state

42W Maximum amount of pecuniary penalty

42X Guidance for Court on how to determine gains made or losses avoided for purposes of maximum amount

42Y Considerations for Court in determining pecuniary penalty

42Z Court must order that recovery from pecuniary penalty be applied to Commission's actual costs

42ZA When Court may make compensatory orders

42ZB Terms of compensatory orders

42ZC When Court may make civil remedy order for investment advisers' or brokers' disclosure obligations

42ZD Terms of civil remedy order for investment advisers' or brokers' disclosure obligations

42ZE When Court may make other civil remedy orders

42ZF Terms of other civil remedy orders

42ZG More than 1 civil remedy order may be made for same conduct

42ZH Only 1 pecuniary penalty order may be made for same conduct

42ZI Standard of proof for civil remedies

42ZJ Time limit for applying for civil remedies

43 Penalties for failing to comply with Part 1

43A Penalties for failing to comply with Part 2

43B Penalties for failing to comply with Part 2B

43C Penalties for failing to comply with Part 3

43D Penalties for failing to comply with Part 4

43E Penalties for failing to comply with this Part

43F When Court may make management banning orders

43G Terms of management banning orders

43H Offence of contravening management banning order

43I Persons automatically banned from management

43J Only one management ban may be made for same conduct

43K When Court may make banning orders for investment adviser or broker activities

43L Terms of investment adviser or broker banning orders

43M Offence of contravening investment adviser or broker banning order

43N Persons automatically banned from investment adviser or broker activities

43O General provisions for bans and banning orders

43P When Court may prohibit payment or transfer of money, securities, or other property

43Q What orders may be made

43R Interim orders

43S Relationship with other law

43T Offence

43U Time for laying information for summary offences

43V Evidence not otherwise admissible

43W Court may order payment of Commission's costs

43X Orders to secure compliance

43Y Giving notice of applications for Court orders

43Z General provisions as to Court's orders

43ZA Persons entitled to appear before Court

43ZB Knowledge of matters presumed if employee or agent knows matters

43ZC No pecuniary penalty and fine for same conduct

44 Commission may exercise powers under Securities Act 1978

45 Actions of other persons on behalf of registered exchanges

46 Protection for acting on Commission directions

47 Protection from liability for registered exchanges and others

48 Exemptions granted by Commission

48A Commission must notify reasons for exemption

48B Commission may vary or revoke exemption

48C Commission may designate persons as not exempt from disclosure obligations

48D Requirements for Commission for designations of persons as not exempt

48E Regulations requiring continuous disclosure by public issuers

48F Requirements for regulations replacing continuous disclosure listing rules

48G Ongoing requirements for continuous disclosure regulations

49 Regulations concerning directors' and officers' disclosure obligations

49A Regulations concerning substantial holding disclosure

49B Regulations concerning dealing in futures contracts

49C Regulations concerning investment advisers and brokers

49D Other regulations

49E Breach of exemption conditions

49F Regulations or exemptions in respect of specified overseas jurisdictions

50  [Repealed]

51  [Repealed]

52  [Repealed]