In June 2013, the AMF laid two penal charges against Mr. Forget, the president and CEO of Clemex Technologies, a public company, alleging that he would have manipulated its stock close to five years earlier in 2008. A few weeks later, the AMF published a press release announcing the filing of the charges and specifying that “its investigation had revealed that the president and CEO conducted securities transactions in a bid to boost the market price of the securities” of Clemex.
The AMF press release did not specify that the trades at issue would have been executed close to five years earlier, that the value of the trades was less than $3,000 and that the investigation had been completed in the Fall of 2010.
Mr. Forget was ultimately acquitted of the charges.
Mr. Forget sued the AMF for intentionally, unlawfully and maliciously causing harm to his reputation of $225,000 by the issuance of the AMF press release. Mr. Forget argued that the law did not authorize the AMF to issue such a press release, that there was no valid reason to have issued it and that the AMF’s various immunities from prosecution should not afford it any protection against his claim.
On August 20, 2019, the Quebec Superior Court dismissed the damages claim in Forget c. Autorité des marchés financiers, 2019 QCCS 3513, holding that:
- the law does not limit the steps that can be taken by the AMF in discharging its mission of protecting investors and the capital markets;
- the issuance of a press release announcing the laying of penal charges is a proper tool in its toolbox;
- as the issuance of a press release is an act performed in the exercise of the AMF’s functions, it is only if there was a showing of bad faith or gross negligence on the part of the AMF that would prevent the operation and protection of its legal immunities;
- in this case, it was legitimate for the AMF to inform the public that the securities regulator had reasonable grounds to believe that an officer of a public company had manipulated the stock of his company, an infraction which it considers to be serious regardless of the amount involved;
- the contents of the press release was factually accurate and its language and tone were neutral.
As Mr. Forget failed to show that the AMF had acted in bad faith, had been grossly negligent or had deliberately sought to defame him, the AMF was protected from prosecution by its immunities and the claim was dismissed.