Tag archives: Ontario securities act

The Context of Materiality in Secondary Market Misrepresentation Claims: Miller v. FSD Pharma Inc. Securities Class Action

Photo of Ted BrookBy Ted Brook on Posted in Class actions, Securities regulatory decisions
In Miller v. FSD Pharma Inc. (Miller), a decision released June 23, 2020, Morgan J. of the Ontario Superior Court of Justice granted leave to proceed with a putative secondary market securities class action under s. 138.3 of Part XXIII.1 of the Ontario Securities Act (OSA) against FSD Pharma Inc. (FSD), a new entrant into … Continue reading

Wright v Horizons ETFS Management (Canada) Inc.: Exchange-traded funds may attract statutory cause of action under section 130 of Securities Act

Photo of Erika AnschuetzBy Erika Anschuetz on Posted in Class actions, Other developments
The recent decision of the Ontario Court of Appeal in Wright v. Horizons ETFS Management (Canada) Inc. (2020 ONCA 337) is significant for two reasons. First, it recognizes the existence of a duty of care owed by a fund manager to purchasers of units of the fund in relation to the allegedly negligent design of … 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

Photo of 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

Ontario Court Imposes Custodial Sentence for Securities Act Offences

Photo of 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

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

Photo of Linda FuerstBy Linda Fuerst and Danny Urquhart on 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

OSC Panel Approves Settlement Agreement for Insider Tipping Without Profit Disgorgement or Administrative Penalty

Photo of Erika AnschuetzBy Erika Anschuetz on Posted in Other developments, Securities regulatory decisions, White collar crime
The Ontario Securities Commission’s recent decision in Re Hutchinson confirmed the important role of cooperation with Commission Staff in reducing sanctions for breaches of Ontario’s securities law. Background Donna Hutchinson worked as a legal assistant at a large Toronto law firm, assisting with merger and acquisition transactions. Through the course of her work, Ms. Hutchinson … Continue reading

Ontario provides protection to “whistleblowers” against reprisals

Photo of Jacob WilsonBy Jacob Wilson on Posted in Legislation, rules and policies, Other developments
In December 2017, Ontario instituted a civil cause of action for employees who experience reprisals from their employers for providing information or assisting in certain other ways in regulatory or criminal investigations or proceedings involving contraventions of securities or commodity futures laws (whistleblowing). The identical amendments to s. 121.5 of Ontario’s Securities Act and s. … Continue reading

The Ontario Court of Appeal Affirms the Test for Tippee Liability: Finkelstein v. Ontario Securities Commission

Photo of Linda FuerstPhoto of Erika AnschuetzBy Linda Fuerst and Erika Anschuetz on Posted in Securities regulatory decisions
In the recently released decision in Finkelstein v. Ontario Securities Commission, the Ontario Court of Appeal (the Court) considered for the first time the definition of “person in a special relationship with an issuer” found in s. 76(5)(e) the Securities Act (the Act) as it applies to successive tippees who possess material, non-public information about … Continue reading

Regulatory and civil consequences of Initial Coin Offerings in Ontario

Photo of Linda FuerstPhoto of Andrew McCoombBy Linda Fuerst and Andrew McCoomb on Posted in Other developments, Securities regulatory decisions
A great deal has been written recently about the possible regulatory uncertainty surrounding Initial Coin Offerings (ICOs) in Canada.  In an ICO, a newly issued cryptocurrency is sold to purchasers, who acquire a right of ownership symbolized by a “coin” or token, which may appreciate in value. Depending upon the characteristics of the ownership interest … Continue reading

When is a Foreign Issuer a “Responsible Issuer” for the Purpose of Part XXIII.1 of the Ontario Securities Act?

Photo of Linda FuerstBy Linda Fuerst on Posted in Cross border issues, Shareholder disputes
In Yip v. HSBC Holdings plc et al., 2017 ONSC 5332, Justice Perell was called upon to determine the jurisdictional reach of the Ontario courts to protect Canadian and foreign investors when the defendant is a foreign corporation whose shares do not trade on a Canadian stock exchange. Yip, an Ontario resident who purchased shares … Continue reading

The Horror Show Continues: Application of the Limitation Period in s. 138.14 of the Ontario Securities Act in Kaynes v BP, PLC

Photo of Linda FuerstBy Linda Fuerst on Posted in Class actions, Other developments
In Kaynes v. BP, P.L.C. [2017] ONSC 5172, Justice Perell characterizes his decision about the operation of the limitation period set out in s. 138.14 of Part XXIII.1 of the Ontario Securities Act (the Act) as “the latest sequel or prequel in what has turned out to be the case law equivalent of a horror-movie … Continue reading

You Get it Right and it’s Still a Misrepresentation: the Paradox in Pretium

Securities litigation and enforcementBy Danny Urquhart on Posted in Class actions
A gold mining company chooses not to disclose preliminary mineral sampling results that it viewed as unreliable. Further testing eventually proves the preliminary sample to be inaccurate. In Wong v Pretium Resources, 2017 ONSC 3361 the Ontario Superior Court of Justice granted leave for a plaintiff to proceed with a securities class action under s. … Continue reading

“Substance over form” in defining a security

Securities litigation and enforcementBy Admin on Posted in Legislation, rules and policies, Other developments, Uncategorized
What constitutes a “security” under the Ontario Securities Act? In Ontario (Securities Commission) v Tiffin, 2016 ONCJ 543, the accused was charged with three offences under the Act for issuing a number of promissory notes while prohibited from trading in securities. Under the Act, security is defined to include “a bond, debenture, note or other … Continue reading
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