Topic: Securities regulatory decisions

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The Quebec Court of Appeal rules that dissident rights do not apply to trust unitholders

Saam Pousht-MashhadBy Saam Pousht-Mashhad on Posted in Other developments, Securities regulatory decisions
On January 21, 2019, the Quebec Court of Appeal ruled  in O’Leary Funds Management c. Boralex Inc., 2019 QCCA 84, that dissident rights under business corporations acts do not apply to trusts. Unitholders of a trust must therefore ensure that their rights are recognized under the trust agreement or the Civil Code of Quebec. The … Continue reading

Be Careful What You Say – SEC successfully concludes enforcement proceedings against robo-advisors for false advertising and misleading disclosures

Andrew McCoombBy Andrew McCoomb on Posted in Cross border issues, Other developments, Securities regulatory decisions
On December 21, 2018, the Securities and Exchange Commission (SEC) settled proceedings against two robo-advisors for making false statements about investment products and publishing misleading advertising. The proceedings were the SEC’s first enforcement actions against robo-advisors, providing guidance on some of the disclosure issues robo-advisors may face going forward. Wealthfront proceedings The first action involved … Continue reading

Ontario Court of Appeal Grants Leave to Appeal Tiffin Decision: Will Determine Role of the “Family Resemblance” Test in Defining Securities under the Securities Act

Erika AnschuetzBy Erika Anschuetz on Posted in Other developments, Securities regulatory decisions
It seems that the saga of the Ontario Securities Commission’s prosecution of Daniel Emerson Tiffin and Tiffin Financial Corporation is not over yet.  On November 28, 2018 (2018 ONCA 953), the Ontario Court of Appeal granted leave to appeal the May 15, 2018 merits decision of Charney, J which rejected the “family resemblance” test and … Continue reading

Stop the presses! Canadian securities regulators raise concerns about press releases and other promotional activities

Securities litigation and enforcementBy Katherine Prusinkiewicz on Posted in Other developments, Securities regulatory decisions
The Canadian Securities Administrators (CSA) have issued a notice regarding misleading promotional activities by issuers.  The notice includes examples such as press releases, presentations, social media posts and other marketing materials that provide insufficient or unbalanced information or that include unsubstantiated claims about the issuer. Problematic Promotional Practices Examples of potentially misleading promotional activities identified … Continue reading

Crime Doesn’t Pay: OSC Permanently Bans Convicted Fraudster

Danny UrquhartBy Danny Urquhart on Posted in Securities regulatory decisions, White collar crime
On November 26, 2018, the Ontario Securities Commission (OSC) issued an order permanently prohibiting Daniel Reeve, a financial planner based in the Kitchener, Ontario area, from participation in Ontario’s capital markets, including trading in any securities and becoming or acting as a registrant. The permanent ban came after Reeve was convicted in the Ontario Superior … Continue reading

When Will Referral Arrangements Constitute Trading under the BC Securities Act?

Kaitlin SmileyBy Kaitlin Smiley on Posted in Securities regulatory decisions
In a recent decision of the BC Securities Commission (BCSC), the BCSC provides helpful guidance concerning when referral arrangements cross the line and become trading for which registration is required. Chien-Hua Liu (Liu) and two affiliated corporations referred BC and Hong Kong investors to two issuers, leading to the purchase of over $6.5 million in … Continue reading

Divisional Court Upholds OSC Finding that Trading Software License Contracts are Securities Within Meaning of Securities Act

Erika AnschuetzBy Erika Anschuetz on Posted in Other developments, Securities regulatory decisions
The Ontario Superior Court of Justice in Furtak v Ontario (Securities Commission), 2018 ONSC 6616, has upheld the Ontario Securities Commission’s (OSC) merits and sanctions decisions with respect to the Strictrade Offering, which we previously reported on here. Background In 2015, OSC Staff brought enforcement proceedings against Edward Furtak, Axton 2010 Finance Corp., (Axton), Strict … Continue reading

The Hard Way – SEC announces first penalties and compliance roadmap for unregistered ICOs

Andrew McCoombBy Andrew McCoomb on Posted in Cross border issues, Other developments, Securities regulatory decisions, Uncategorized
On November 16, 2018, the Securities and Exchange Commission (SEC) announced consent orders settling actions in respect of two unregistered initial coin offerings (ICOs), including the first fines levied against non-compliant ICO issuers made by the SEC to date. The consent orders demonstrate the SEC’s willingness to follow through with enforcement proceedings against issuers of … Continue reading

Re Fauth: A Primer on ss. 75(1)(a), 92(4.1) and 93(b) of Alberta’s Securities Act

Steven LeitlAditya BadamiBy Steven Leitl and Aditya Badami on Posted in Other developments, Securities regulatory decisions, White collar crime
The Alberta Securities Commission (ASC) recently released its decision in the matter of Re Fauth, finding the respondent, Vernon Ray Fauth (Fauth), in breach of ss. 75(1)(a), 92(4.1) and 93(b) of Alberta’s Securities Act, RSA 2000, c S-4 (the Act). The decision offers some important insight on issues regarding limitation periods, illegal dealing, misrepresentations, and … Continue reading

Time is of the Essence: Public Interest Considerations on a Motion for Standing to bring a s. 127 Proceeding Before the Ontario Securities Commission

Linda FuerstBy Linda Fuerst on Posted in Securities regulatory decisions
A private party cannot commence a proceeding under s. 127 of the Ontario Securities Act (the “Act”) seeking enforcement remedies as a matter of right.  In Pearson (Re), 2018 ONSEC 53 the Ontario Securities Commission provides further guidance concerning when it will permit someone other than Enforcement Staff to commence such a proceeding before it. … Continue reading

Supreme Court of Canada Rules that Proposed Canadian Cooperative Capital Markets Regulatory System is Constitutional

Jeremy DevereuxJustine SmithBy Jeremy Devereux and Justine Smith on Posted in Other developments, Securities regulatory decisions
Today the Supreme Court of Canada (the Supreme Court) released its much-anticipated decision on the reference regarding the proposed Canadian Cooperative Capital Markets Regulatory System, finding that the proposed national regulatory system is constitutional. Previous Attempts to Create National Securities Regulator It has been suggested by the a number of governments, academic commentators and others … Continue reading

The Scope of Securities Commission’s Public Interest Jurisdiction: What Constitutes Abuse of the Capital Markets?  

Linda FuerstBy Linda Fuerst on Posted in Securities regulatory decisions
In Re Hamilton, 2018 BCSEECOM 290, the British Columbia Securities Commission (BCSC) was called upon, yet again, to consider the scope of its public interest jurisdiction in an enforcement proceeding pursuant to s. 161 of the British Columbia Securities Act, RSBC 1996, c. 418 (the “Act”) in the absence of allegations of specific breaches of … Continue reading

Motions for Further Disclosure in OSC Proceedings: Privilege, Relevance and Proportionality

Linda FuerstBy Linda Fuerst on Posted in Securities regulatory decisions
In a recent decision of the OSC in Re Caldwell Investment Management Ltd. (October 12, 2018), a hearing panel (the “Panel”) denied a motion by Caldwell Investment Management Inc. (“Caldwell”) for further pre-hearing disclosure from OSC Staff. The motion was made in the context of an upcoming enforcement proceeding alleging, among other things, that Caldwell … Continue reading

Even “Small Frauds” May Warrant the Imposition of Significant Sanctions by Securities Regulators

Peter Tae-Min ChoiBy Peter Tae-Min Choi on Posted in Securities regulatory decisions, White collar crime
In Re Davis, 2018 BCSECCOM 284, the British Columbia Securities Commission upheld permanent market prohibitions against Mr. Davis who committed fraud on one investor in the aggregate amount of (only) $7,000. Background Mr. Davis, who was never registered under the Securities Act (B.C.), purported to sell shares that he did not own to an investor … Continue reading

From boom to busted: TMF deems PlexCoins as investment contracts

Saam Pousht-MashhadBy Saam Pousht-Mashhad on Posted in Other developments, Securities regulatory decisions
The legal noose is tightening around the necks of rogue cryptocurrency issuers in Quebec. PlexCorps’s legal troubles, as covered in our previous post, have deepened. In Autorité des marchés financiers c. PlexCorps, 2018 QCTMF 91, the Tribunal des Marchés Financier (TMF) qualified PlexCoin as an investment contract within the meaning of Quebec’s Securities Act. This … Continue reading

Ontario Court Imposes Custodial Sentence for Securities Act Offences

Ted BrookBy Ted Brook on Posted in Other developments, Securities regulatory decisions, White collar crime
The Ontario Superior Court of Justice has released what appears to be the final chapter in the Ontario Securities Commission’s (OSC) prosecution of Daniel Emerson Tiffin and Tiffin Financial Corporation. Background In July 2014, the Ontario Securities Commission’s administrative proceedings against Rezwealth Financial Services Inc., Pamela Ramoutar, Justin Ramoutar, Tiffin Financial Corporation, Daniel Tiffin, 2150129 … Continue reading

When do inferences become unreasonable and contrary to the rules of procedural fairness?

Caroline LaroucheBy Caroline Larouche on Posted in Other developments, Securities regulatory decisions
As there is almost never direct, ‘smoking gun’ type evidence of insider trading, securities regulators often rely on circumstantial evidence in enforcement proceedings, from which they invite the specialized securities tribunals to draw inferences. What is the line not to cross for these inferences to become unreasonable and contrary to rules of procedural fairness? Referring … Continue reading

Targets of investigations by Quebec’s security regulator not protected by Charter

Sophie MelchersBy Sophie Melchers on Posted in Securities regulatory decisions
The creator of a new cryptocurrency made headlines last year for all the wrong reasons as the target of an investigation by the Autorité des marchés financiers (AMF), Quebec’s securities regulator, and of various court orders. Dominic Lacroix fought back against the AMF and the judgment in Autorité des marchés financiers v. Lacroix, 2018 QCCS 3894 is compelling for … Continue reading

Quebec Court of Appeal clarifies the essential elements of the offences of market manipulation and complicity under the Quebec Securities Act

Sophie MelchersBy Sophie Melchers on Posted in Other developments, Securities regulatory decisions
On September 5, 2018, the Quebec Court of Appeal rendered a unanimous judgment in Autorité des marchés financiers c. Forget, 2018 QCCA 1419 (Forget) clarifying the essential elements of the mens rea offence of market manipulation set out at section 195.2 of the Quebec Securities Act (QSA): 195.2. Influencing or attempting to influence the market … Continue reading

SEC to Resume Administrative Law Proceedings Following Supreme Court Ruling

Robert A. SchwingerBy Robert A. Schwinger on Posted in Cross border issues, Securities regulatory decisions
In response to the U.S. Supreme Court’s June 21, 2018 decision in Lucia v. SEC, No. 17-130, holding that administrative law judges (ALJs) at the U.S. Securities and Exchange Commission (SEC) had been improperly appointed because they had been appointed by SEC staff rather than the President or the full SEC, which was discussed in … Continue reading

Ontario Securities Commission confirms test for severance

Fahad SiddiquiBy Fahad Siddiqui on Posted in Other developments, Securities regulatory decisions, White collar crime
In a decision issued on July 24, 2018, the Ontario Securities Commission held that the test to determine whether a respondent’s case should be severed and heard separately is the same test used in criminal proceedings. The decision, Hutchinson (Re), 2018 ONSEC 40, is available here. Allegations of insider trading and insider tipping The OSC … Continue reading

U.S. Supreme Court Holds SEC Administrative Law Judges Improperly Appointed

Robert A. SchwingerBy Robert A. Schwinger on Posted in Cross border issues, Securities regulatory decisions
On June 21, 2018, the U.S. Supreme Court ruled that administrative law judges (ALJs) at the U.S. Securities and Exchange Commission (SEC) had been improperly appointed because they qualified as “Officers of the United States” under the “Appointments Clause” of the U.S. Constitution, who under the Constitution may be appointed only by the President, a … Continue reading

Alberta Securities Commission Policy 15-601: Credit for Exemplary Cooperation in Enforcement Matters – New Provision for No-Contest Settlement Agreements

Steven LeitlBy Steven Leitl on Posted in Other developments, Securities regulatory decisions
On October 25, 2017, we wrote about the Alberta Securities Commission’s (ASC) new Policy 15-601 which “explains the use of discretion by ASC staff when considering the appropriate enforcement action and assessing the appropriate sanction for misconduct.”  A link to the publication is here. As we predicted in October, the ASC recently issued a press … Continue reading

Divisional Court confirms that interlocutory OSC orders not eligible for appeal, judicial review

Andrew McCoombBy Andrew McCoomb on Posted in Other developments, Securities regulatory decisions, White collar crime
In the recent decision of Cheng v Ontario Securities Commission, 2018 ONSC 2502, the Divisional Court held that an interlocutory order of the OSC was not subject to challenge through an appeal or judicial review. Background The OSC commenced enforcement proceedings against Benedict Cheng in April 2017 on allegations of insider tipping.  Cheng brought a … Continue reading
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