Topic: Securities regulatory decisions

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Quadrexx Hedge Capital Management Ltd. v. Ontario Securities Commission: First Application Of The Vavilov Standard of Review to an OSC Decision

Photo of Elana FriedmanBy Elana Friedman on Posted in Other developments, Securities regulatory decisions
In a previous post, we discussed the new standard of appellate review of tribunal decisions described in Canada (Minister of Citizenship and Immigration) v. Vavilov, 2019 SCC 65 (Vavilov) and its implications for the Ontario Securities Commission (the OSC). In Quadrexx Hedge Capital Management Ltd. v. Ontario Securities Commission, 2020 ONSC 4392, the Divisional Court … Continue reading

First Global Data Ltd (Re): OSC requires merits hearing to proceed via videoconference despite respondents’ objections

Photo of Erika AnschuetzBy Erika Anschuetz on Posted in Other developments, Securities regulatory decisions
COVID-19 continues to pose unique challenges to Canada’s legal system, including questions about how the Ontario Securities Commission (OSC) will conduct its proceedings.  In a recent decision, a Hearing Panel of the OSC ordered a merits hearing to proceed by videoconference (First Global Data Ltd (Re), 2000 ONSEC 23), despite the respondents’ strenuous objections. This … Continue reading

The Quebec Court of Appeal provides useful guidance as to when a regulatory audit may actually be a penal investigation in disguise

Photo of Dominic DupoyBy Dominic Dupoy on Posted in Other developments, Securities regulatory decisions, Uncategorized
Introduction If you are involved in securities litigation, you know how important it is to distinguish between regulatory audit and penal investigation. If the regulator is conducting an audit to ascertain whether a corporation or its officers comply with securities legislation, it may usually rely on broad investigative powers to obtain documents and information upon … Continue reading

Another nail in PlexCoin’s crypto-coffer: TMF decision affirmed on appeal

Photo of Caroline LarouchePhoto of Saam Pousht-MashhadBy Caroline Larouche and Saam Pousht-Mashhad on Posted in Securities regulatory decisions
As discussed in our previous post, the Financial Markets Administrative Tribunal (TMF) had provided clarity in the application of the “investment contract” criteria, first enunciated in Pacific Coast Coin Exchange v. Ontario Securities Commission and codified under article 1 of the Quebec Securities Act, CQLR c V-1.1 (QSA), by finding that PlexCorps’ project was an … Continue reading

Securities Commission Administrative Fines Are Forever

Photo of Stephen TaylorBy Stephen Taylor on Posted in Other developments, Securities regulatory decisions
As we discussed in a previous post, administrative penalties levied by securities commissions may survive a discharge in bankruptcy. A recent decision of the Supreme Court of British Columbia (Court), Poonian (Re), 2020 BCSC 547 (Re Poonian), highlights that in addition, such administrative penalties may also prevent a discharge from bankruptcy altogether. In Re Poonian, … Continue reading

Ontario Court of Appeal Rejects “Family Resemblance Test”; Sets Aside Custodial Sentence

Photo of Felix Moser-BoehmBy Felix Moser-Boehm on Posted in Other developments, Securities regulatory decisions, Uncategorized
On March 16, 2020, the Ontario Court of Appeal released its highly anticipated decision in the saga concerning the Ontario Securities Commission’s (OSC) prosecution of Daniel Tiffin (Mr. Tiffin). The Court’s decision helps clarify the analysis used to determine whether a financial instrument falls within the meaning of “security” under the Ontario Securities Act (the … Continue reading

Unreasonable delay and Jordan’s presumptive ceilings – different approach from the SCC on verdict deliberation time

Photo of Charles-Antoine PeladeauPhoto of Sophie MelchersPhoto of Caroline LaroucheBy Charles-Antoine Peladeau, Sophie Melchers and Caroline Larouche on Posted in Other developments, Securities regulatory decisions
Canadian securities regulators have jurisdiction to lay charges under provincial securities legislation, and have prosecuted serious securities offences criminally. The persons so charged have a right to be tried within a reasonable time. Questions have arisen as to whether or not a court’s deliberation time was to be factored in the timelines identified in the … Continue reading

The Show Must Go On: The OSC Requires Enforcement Hearing to Continue Notwithstanding COVID-19

Photo of Linda FuerstBy Linda Fuerst on Posted in Other developments, Securities regulatory decisions
In a decision released on March 23, 2020, a Hearing Panel of the Ontario Securities Commission (OSC) ruled, over the objections of the respondents, that an oral hearing that had commenced under s. 127 of the Ontario Securities Act into allegations of fraud, misleading investors, unregistered trading and the illegal distributions of securities would continue … Continue reading

Quebec Court of Appeal confirms administrative penalties applications not subject to general rules of prescription

Photo of Caroline LaroucheBy Caroline Larouche on Posted in Other developments, Securities regulatory decisions, Uncategorized
The Quebec Court of Appeal recently dismissed the appeals launched by directors and officers of a reporting issuer, Nstein Technologies, against two judgments rendered by the Court of Quebec in a statutory appeal of a judgment by the Quebec securities tribunal, the Tribunal administratif des marchés financiers (the TMF). The TMF had granted an application … Continue reading

Directors and officers face increased liability risk due to climate change

Photo of Gerard G. PechtPhoto of Seth M. KruglakPhoto of Lisa 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

Photo of Steven LeitlPhoto of Aaron 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

Photo of 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

Photo of 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.

Photo of Linda FuerstPhoto of Ted 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

Photo of Steven LeitlPhoto of Peter 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

Photo of 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

Photo of 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

Photo of 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

Photo of 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

Photo of Sophie MelchersPhoto of Caroline LarouchePhoto of Andres 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

Photo of 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

Photo of 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

Photo of Linda FuerstPhoto of Peter 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
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