Topic: Civil claims

Update regarding the Good Faith and Best Interests Requirements of the Test for Leave to Commence Derivative Actions

By Steven Leitl, Aaron Stephenson and Preston Brasch on January 26, 2021 Posted in Civil claims

On December 2, 2020, we blogged about the release of a British Columbia Court of Appeal decision affirming a denial of leave for 2538520 Ontario Ltd. (253) to bring a derivative action on behalf of Eastern Platinum Limited (EPL) against various of EPL’s directors and officers: 2538520 Ontario Ltd. v Eastern Platinum Limited, 2020 BCCA … Continue reading

BC Court of Appeal Clarifies the Good Faith and Best Interests Requirements of the Test for Leave to Commence Derivative Actions

By Steven Leitl, Aaron Stephenson and Preston Brasch on December 2, 2020 Posted in Civil claims

In a recent split decision, a panel of the B.C. Court of Appeal (BCCA) considered the good faith and best interests requirements of the test for leave to commence a derivative action: 2538520 Ontario Ltd. v. Eastern Platinum Limited, 2020 BCCA 313. A derivative action is a procedure pursuant to which a shareholder or other … Continue reading

Stay of Proceedings, a Drastic Remedy Granted for Violation of Constitutional Rights

By Caroline Larouche on November 25, 2020 Posted in Civil claims

A few weeks ago, in R. c. Goldberg, 2020 QCCQ 4548, the Court of Québec (Criminal and Penal Division) granted the most drastic remedy by ordering a stay of the charges brought against Bouclair Inc. (Bouclair), Peter Goldberg and Erwin Fligel, respectively the company’s Chief Executive Officer (CEO) and vice-president, for alleged tax evasion offences. Factual … Continue reading

Do’s and Don’ts When Applying for a Search Warrant

By Rachelle Powell Bergmann and Sophie Melchers on November 19, 2020 Posted in Civil claims

In the context of a lawsuit by the Agence du revenu du Québec (ARQ) for failure to report and remit various tax amounts, the defendants sought to exclude the evidence seized by the ARQ under a search warrant authorized by the Court of Quebec. The reviewing judge (also of the Court of Quebec), in Agence … Continue reading

Managing Securities Litigation Risks in the Age of Uncertainty

By Linda Fuerst on March 26, 2020 Posted in Civil claims, Class actions, Legislation, rules and policies, Other developments

The price at which securities of many Canadian issuers are trading has been significantly affected by the global coronavirus pandemic. This will almost certainly impact their risk of litigation arising from the accuracy their public disclosures. For companies that are dual listed in the United States, the risks are likely enhanced. These risks appear to … Continue reading

Directors and officers face increased liability risk due to climate change

By Seth M. Kruglak, Lisa Schapira and Admin on March 9, 2020 Posted in Civil claims, Class actions, Cross border issues, Securities regulatory decisions

Climate change has been a focus in the United States for quite some time now, and the US Securities and Exchange Commission (SEC) published interpretive guidance on climate change disclosures a decade ago. However, the times are changing—and the potential liability for directors and officers has never been higher. Climate change disclosures have been debated … Continue reading

Alberta Court of Appeal considers an investment scheme

By Steven Leitl and Admin on July 26, 2019 Posted in Civil claims, Other developments

The Alberta Court of Appeal has provided helpful analysis relating to personal liability of actors in investment schemes: personal liability of principals and claims under the Securities Act. Facts Charles Ryan promoted a plan to develop land through various corporate vehicles. Markus Abt invested $800,000 after speaking with an investment advisor with Sun Life. Mr. … Continue reading

Court of Appeal for Ontario expands on auditors’ duty of care

By Fahad Siddiqui on September 14, 2018 Posted in Civil claims, Other developments

Key take-aways On September 5 the Court of Appeal for Ontario issued its decision in Lavender v. Miller Bernstein LLP, 2018 ONCA 729. The decision is now the leading judgment by Ontario’s highest court on the duty of care owed by auditors. The Court of Appeal held that an auditor does not owe a duty of care … Continue reading

Quebec Superior Court dismisses action for damages against Autorité des marchés financiers

By Sophie Melchers and Caroline Larouche on September 7, 2018 Posted in Civil claims, Cross border issues, Other developments

In Mallat c. Autorité des marchés financiers de France, 2018 QCCS 3867, Cohen J. granted a motion to dismiss an action brought by three Ubisoft executives (Plaintiffs) against the Autorité des marchés financiers de France (AMFF) and the Autorité des marchés financiers du Québec (AMFQ). Among many demands[1], the Plaintiffs requested declarations that the Multilateral … Continue reading

The Importance of Materiality in Secondary Market Misrepresentation Claims: Paniccia v. MDC Partners Inc. Securities Class Action

By Linda Fuerst and Danny Urquhart on June 18, 2018 Posted in Civil claims, Class actions, Cross border issues

In the recent decision of Paniccia v MDC Partners Inc., Perell J. refused to grant leave to proceed with a putative secondary market securities class action under Part XXIII.1 of the Ontario Securities Act (OSA) against MDC Partners Inc and certain of its officers on the basis that the alleged misrepresentations were not material. The … Continue reading

Ontario Court Rejects “Family Resemblance” Test for Defining Securities under the Securities Act

By Michael Bookman on May 29, 2018 Posted in Civil claims, Other developments

On May 15, 2018, the Ontario Superior Court of Justice in Ontario Securities Commission v. Tiffin confirmed that the “family resemblance” test cannot be used to answer one of the central questions of securities law: what constitutes a security? Background In July 2014, the Ontario Securities Commission (OSC) prohibited Mr. Tiffin from trading in securities … Continue reading

Not All’s Fair in Disgorgement and Fraud

By Danny Urquhart on May 1, 2018 Posted in Civil claims, Other developments, White collar crime

On April 18, 2018, the Ontario Superior Court of Justice released its reasons in Ontario Securities Commission v. Bluestream Capital Corporation which is a useful illustration of the Ontario Securities Commission (OSC)’s power to garnish funds held by victims of investment fraud that are payable as debts to the perpetrator of the fraud. The Background … Continue reading

Deferred Prosecution Agreements: Coming to Canada Shortly

By Stephen Nattrass on March 29, 2018 Posted in Civil claims, Other developments, White collar crime

The Canadian government, as part of Bill C-74-1 the Budget Implementation Act introduced on March 27, 2018, finally introduced a bill that would make deferred prosecution agreements (DPAs) part of the Criminal Code. This new prosecutorial tool would represent a significant shift in Canada’s approach towards corporate wrongdoing – one that aligns Canada more closely … Continue reading

Investment advisors’ legal duties fall under the spotlight

By Jeremy Devereux on July 21, 2017 Posted in Civil claims, Legislation, rules and policies

In a decision released July 6, 2017- Shinoff v BMO Nesbitt Burns Inc et al.– Justice France Dulude of the Québec Superior Court provided helpful guidance on the duties owed by investment advisors to their clients. The plaintiff claimed that the defendants had failed to provide investment advice that was appropriate for his financial objectives. … Continue reading