Tag archives: securities act

Passive Reliance on Fellow Director is Insufficient for Due Diligence Defence

By Sophie Melchers on July 3, 2020 Posted in Other developments, White collar crime

In a judgment dated June 9, 2020, the Superior Court of Quebec in Autorité des marchés financiers v. Descheneaux, 2020 QCCS 1779 (Justice R. Mongeon) confirmed that passive reliance on a fellow director, more knowledgeable and experienced with the legal requirements of raising capital under applicable securities laws, is insufficient to ground a due diligence defence … Continue reading

UPDATE: No Room for Double Talk: The Ontario Court of Appeal Addresses Restatements, the Reasonable Investigation Defence and the Test for Leave in Rahimi v. SouthGobi Resources Ltd.

By Linda Fuerst on May 31, 2018 Posted in Class actions, Other developments

On May 31, 2018, the Supreme Court of Canada denied SouthGobi Resources Ltd.’s application for leave to appeal the decision of the Ontario Court of Appeal, which I provided an update on October 7, 2018. The Court of Appeal decision provides guidance concerning the availability of the defence of reasonable investigation to a claim under Part … Continue reading

Court of Appeal of Alberta Affirms Broad Definition of “Security”

By Steven Leitl on December 19, 2017 Posted in Other developments

In R. v. Stevenson[1], the appellant was charged with a number of offences under the Securities Act[2] (the Act) in connection with the raising of money from the public through “loan agreements”. He was acquitted at trial[3] on the basis that the loan agreements did not constitute “securities” as defined in the Act.[4] The loan … Continue reading

No Room for Double Talk: The Ontario Court of Appeal Addresses Restatements, the Reasonable Investigation Defence and the Test for Leave in Rahimi v. SouthGobi Resources Ltd.

By Linda Fuerst on October 5, 2017 Posted in Class actions, Other developments

The recent decision of the Ontario Court of Appeal in Rahimi v. SouthGobi Resources Ltd., 2017 ONCA 719 provides further guidance concerning the role of the judge on a motion for leave to commence a secondary market class action pursuant to s. 138.8(1) of the Securities Act (the Act) and the application of the defence … Continue reading

Home Capital Group Inc. Settlement with the OSC: Lessons Learned

By Linda Fuerst on August 10, 2017 Posted in Other developments, Securities regulatory decisions

On August 9, 2017 the Ontario Securities Commission (OSC) approved a settlement agreement entered into by Home Capital Group Inc (HCG), a reporting issuer in the residential and commercial lending business, Gerald Soloway (Soloway), its former founder and CEO, Robert Morton (Morton), its former CFO and Martin Reid (Reid), its former President. Both Morton and … Continue reading

Fiorillo v Ontario Securities Commission: deference wins the day on insider trading appeal

By Linda Fuerst and Danny Urquhart on November 12, 2016 Posted in Securities regulatory decisions, White collar crime

The Divisional Court recently upheld an Ontario Securities Commission (Commission) decision sanctioning a number of individuals for insider trading and tipping, and acting contrary to the public interest.[1] This is the latest in a series of unsuccessful appeals from Commission decisions, suggesting that the courts’ significant deference to decisions of that tribunal makes most appeals … Continue reading