Topic: Securities regulatory decisions

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Directors and officers face increased liability risk due to climate change

Gerard G. PechtSeth M. KruglakLisa SchapiraBy Gerard G. Pecht, Seth M. Kruglak and Lisa Schapira on 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 Finds that Administrative Penalty Survives Bankruptcy

Steven LeitlAaron StephensonBy Steven Leitl and Aaron Stephenson on Posted in Other developments, Securities regulatory decisions
In January 2020, Madam Justice B.E. Romaine of the Court of Queen’s Bench of Alberta (Court) ruled that an administrative penalty levied against the Respondent by the Alberta Securities Commission (ASC) survived his discharge from bankruptcy. (See Alberta Securities Commission v Hennig, 2020 ABQB 48) The administrative penalty was levied in 2008 against the Respondent after … Continue reading

The Scope of “Will Say” Statements: In the Matter of BDO Canada LLP

Erika AnschuetzBy Erika Anschuetz on Posted in Other developments, Securities regulatory decisions
In BDO Canada LLP (Re), 2020 ONSEC 2, a panel (the Panel) of the Ontario Securities Commission (OSC) considered a motion brought by Staff alleging that BDO Canada LLP (BDO) failed to meet the standard imposed by the Ontario Securities Commission Rules of Procedure and Forms (Rules) in the preparation of its witness summaries. The motion … Continue reading

Ding-Dong Dunsmuir is Dead: What Minister of Citizenship and Immigration v. Vavilov Means for the Ontario Securities Commission

Linda FuerstBy Linda Fuerst on Posted in Other developments, Securities regulatory decisions
The decision of the Supreme Court of Canada in Canada (Minister of Citizenship and Immigration) v. Vavilov (2019 SCC 65) and its companion decision in Bell Canada v. Canada (Attorney General) (2019 SCC 66), both released on December 19, 2019, breathe new life into the statutory right of appeal contained in section 9 of the … Continue reading

Stung By Deceit: Re Natural Bee Works Apiaries Inc.

Linda FuerstTed BrookBy Linda Fuerst and Ted Brook on Posted in Other developments, Securities regulatory decisions, Uncategorized, White collar crime
On July 3, 2019 the Ontario Securities Commission (“OSC”) released its decision in Re Natural Bee Works Apiaries Inc., 2019 ONSEC 23 (“Natural Bee”).   Natural Bee provides useful guidance concerning proof of falsity and participation in a fraudulent scheme under section 126.1(1) of the Ontario Securities Act (the “Act”). Background In Natural Bee, OSC Staff … Continue reading

Alberta Securities Commission secures restitution for Lutheran Church congregants

Steven LeitlPeter Tae-Min ChoiBy Steven Leitl and Peter Tae-Min Choi on Posted in Other developments, Securities regulatory decisions
Two ordained ministers are among the five named individual Respondents who have settled with the Alberta Securities Commission (the Commission) in Re Lutheran Church-Canada, the Alberta-British Columbia District, 2019 ABASC 140.  The individual Respondents were all involved in investment funds run by the Lutheran Church-Canada, Alberta-British Columbia District (the District), which became insolvent in 2015.  The individual Respondents admitted … Continue reading

Ontario Securities Commission v York Rio Resources Inc.: Enforcing OSC Orders as Court Judgments outside of Ontario

Peter Tae-Min ChoiBy Peter Tae-Min Choi on Posted in Other developments, Securities regulatory decisions
On May 21, 2019, in Ontario Securities Commission v York Rio Resources Inc., 2019 BCSC 776,  the British Columbia Supreme Court (BCSC) enforced Ontario Securities Commission (OSC) disgorgement orders as court judgments from another province. Background A joint investigation was conducted by the OSC and the British Columbia Securities Commission (BC Commission) into an $18.2 … Continue reading

Sino-Forest Cont’d: Cultural Practices do not Excuse Illegal Acts

Peter Tae-Min ChoiBy Peter Tae-Min Choi on Posted in Other developments, Securities regulatory decisions, White collar crime
In Hung et al v Ontario (Securities Commission), 2019 ONSC 3423, the Divisional Court dismissed an appeal brought by four senior officers of Sino-Forest Corporation (the Appellants) in one of Canada’s largest frauds in history.  The Appellants sought to set aside the decision on the merits of a panel of the Ontario Securities Commission (OSC) … Continue reading

The Test on a Motion to Strike Pleadings in Proceedings Before the Ontario Securities Commission

Linda FuerstBy Linda Fuerst on Posted in Other developments, Securities regulatory decisions
In (Re) El-Bouji, 2019 ONSEC 19, the Ontario Securities Commission (OSC) determined that the test on a motion to strike portions of an affidavit filed by Staff in response to the respondent’s motion challenging the Commission’s jurisdiction to adjudicate certain allegations in a Notice of Hearing and Statement of Allegations is essentially the same as … Continue reading

Request to Stay a Securities Regulatory Sanctions Hearing: An Uphill Battle

Linda FuerstBy Linda Fuerst on Posted in Securities regulatory decisions
In Re Mountainstar Gold Inc., 2019 BCSECCOM 123, the British Columbia Securities Commission gave short shrift to a request by the respondents for a stay of the Commission’s imposition of sanctions against them until after certain legal proceedings in Chile. At the conclusion of the Commission’s hearing on the merits, it determined that over a … Continue reading

The AMF is not the sole arbiter of what is relevant and what should be disclosed

Sophie MelchersCaroline LaroucheAndres C. GarinBy Sophie Melchers, Caroline Larouche and Andres C. Garin on Posted in Other developments, Securities regulatory decisions
In AMF v. TMF, Baazov, et al. (Court File No. 500-11-052989-171), the Quebec Superior Court confirmed that the Financial Markets Administrative Tribunal (the Tribunal) has the power to order the Autorité des marchés financiers (AMF), Quebec’s securities regulator, to disclose documents to individuals against whom the AMF is seeking freeze orders and cease-trade orders in … Continue reading

Large and generous interpretation of “investment contract” and “distribution” under the Quebec Securities Act: AMF v. Desmarais, 2019 QCCA 898

Sophie MelchersBy Sophie Melchers on Posted in Other developments, Securities regulatory decisions
In its recent decision (AMF v. Desmarais), the Court of Appeal upheld the conviction of a Montreal lawyer who played a central role in the distribution of investment contracts without a prospectus and who acted as a dealer without being registered as such, while reducing his prison sentence and fine. Facts of the case Jean-Pierre … Continue reading

Imposition of OSC Sanctions Following a Conviction for an Offence Relating to Securities: The Availability of Carve-Outs in the Public Interest

Linda FuerstBy Linda Fuerst on Posted in Securities regulatory decisions, White collar crime
In Theroux (Re), 2019 ONSEC 20 a hearing panel of the Ontario Securities Commission (OSC) was called upon to decide whether an individual convicted of five counts of fraud over $5,000 contrary to section 380(1)(a) of the Criminal Code should have the benefit of carve-outs from an order under section 127(10) of the Ontario Securities … Continue reading

Harrington v IIROC: No Equitable Duty Owed by Public Sector Regulators to Disclose Information to Victims of Wrongdoing

Linda FuerstPeter Tae-Min ChoiBy Linda Fuerst and Peter Tae-Min Choi on Posted in Other developments, Securities regulatory decisions
On December 31, 2018, the Ontario Superior Court of Justice dismissed an application by Harrington Global Opportunities Fund (Harrington) for a Norwich order against the Investment Industry Regulatory Organization of Canada (IIROC). Harrington sought the order to compel IIROC to provide information that would identify parties which had allegedly been involved in manipulating the market … Continue reading

Alberta Securities Commission Declines to Stay Enforcement Proceedings In Face of Parallel Class Actions

Steven LeitlBy Steven Leitl on Posted in Class actions, Securities regulatory decisions
In February 2019, the Alberta Securities Commission (ASC) declined to stay the hearing of pending ASC enforcement proceedings on the basis of the existence of parallel, pending class action proceedings. Background In June 2018, Staff of the ASC issued a notice of hearing against Alberta divisions of the Lutheran Church-Canada and several of their former … Continue reading

Ontario Securities Commission awards whistleblowers $7.5 million in first ever payout

Peter Tae-Min ChoiBy Peter Tae-Min Choi on Posted in Other developments, Securities regulatory decisions
On July 14, 2016, the Ontario Securities Commission (OSC) launched the Whistleblower Program (the Program). Under the Program, individuals that provide information on violations of Ontario’s securities law to the OSC are eligible for awards of between 5% and 15% of total monetary sanctions or voluntary payments. The maximum amount a whistleblower can collect is … Continue reading

Re Meharchand: An affirmation of fundamental securities law principles

Peter Tae-Min ChoiBy Peter Tae-Min Choi on Posted in Securities regulatory decisions
On October 19, 2018, the Ontario Securities Commission (OSC) issued reasons for Re Meharchand, a case confirming core concepts in securities law including the definition of an “investment contract”, registration when in the business of selling securities, and the test for fraud. Background The respondents, Mr. Meharchand and his company, Valt.X were in the business … Continue reading

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

Katherine PrusinkiewiczBy 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

Securities litigation and enforcementBy 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
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