Solar Income Fund Inc. (Re), 2022 ONSEC 2:  Determining when a “Trading and Advising Relationship” Exists

In Solar Income Fund Inc. (Re), 2022 ONSEC 2 (the Solar Decision)[1] an OSC Hearing Panel considered, among other things, section 44(2) of Ontario’s Securities Act (the Act),[2] which prohibits false or misleading representations that a reasonable investor would consider relevant in deciding whether to enter into or maintain a trading or advising relationship with … Continue reading

A Cautionary Tale: A Flawed Cease Trade Order is not an Excuse to Continue Trading

In Alberta Securities Commission v Felgate, 2022 ABCA 107 (Felgate), the Alberta Court of Appeal upheld the conviction of an individual for trading in securities while subject to a cease trade order, notwithstanding though the order was flawed. The appeal turned on two issues in particular: (1) whether an interim cease trade order could be … Continue reading

A broker’s good faith margin call and the consequences of failing to cover margin

On February 2, 2022, the Quebec Court of Appeal confirmed in part Mr. Justice Thomas M. Davis’s trial decision in KPH 11 c. Richardson Wealth Limited (Richardson GMP Limited), 2022 QCCA 148 condemning two clients of a securities broker to pay close to 5 million dollars after having failed to cover margin calls. This post … Continue reading

Proof of a Guilty Mind is Required to be Convicted for Aiding a Person to Commit an Offence under the Quebec Securities Act

At-a-glance In Heller c. Autorité des marchés financiers, 2022 QCCA 208, the Court of Appeal of Quebec (Court of Appeal) considered whether the offence under section 208 of the Quebec Securities Act (QSA)[1], which states that “[e]very person who, by act or omission, aids a person in the commission of an offence is guilty of the offence … Continue reading

The Fine Line Between a Material Change and a Material Fact

Earlier this year, the Ontario Superior Court of Justice (ONSC) in Markowich v. Lundin Mining Corporation, 2022 ONSC 81 (Markowich) denied leave to commence a secondary market securities class action under Part XXIII.1 of Ontario’s Securities Act (the OSA) and denied certification of a common law negligent misrepresentation claim. The decision of Markowich is significant … Continue reading

Consequences from Coin Offerings: Ontario Securities Commission Affirms Cryptocurrency’s Status under Canadian Securities Laws

On December 22, 2021, the Ontario Securities Commission (the OSC) recently released the decision of Miner Edge Inc.(Re), 2021 ONSEC 31 (the Miner Edge Decision).[1]  Although CSA has published guidance on the application of securities laws to cryptocurrency offerings since August 2017,[2] the Miner Edge Decision is notable as a rare example of the regime … Continue reading

Alberta Court of Appeal Overturns Finding that Administrative Penalty Survives Bankruptcy

We earlier blogged here about Alberta Securities Commission v Hennig (Hennig QB) in which a chambers judge held that an administrative penalty levied by the Alberta Securities Commission (ASC) survived an individual’s discharge from personal bankruptcy under ss 178(1)(a) and (e) of the Bankruptcy and Insolvency Act (BIA). This decision was recently overturned by the … Continue reading

Regression Analysis Fails to Save the Day for the Defendant

On November 2, 2021, the Ontario Divisional Court dismissed a motion for leave to appeal the decision of Justice Morgan, who granted leave to the plaintiff to commence an action under section 138.3 of the Ontario Securities Act (OSA) against Canadian cannabis producer Auxly Cannabis Group Inc. (Auxly). The Plaintiff’s Allegations The plaintiff alleged that … Continue reading

From Textual to Contextual: Court of Appeal Affirms the Scope of ‘Public Corrections’ in Statutory Secondary Market Misrepresentation Claims

In Baldwin v Imperial Metals Corporation, 2021 ONCA 838 (Baldwin), the Ontario Court of Appeal considered the scope of ‘public corrections’ in secondary market misrepresentation claims under Ontario’s Securities Act (the Securities Act) and followed the reasoning of its previous decision this year in Drywall Acoustic Lathing and Insulation, Local 675 Pension fund v Barrick … Continue reading
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