Andrea Burke

The applicant, newly self-represented, sought an adjournment of a long-scheduled merits hearing two weeks before it was to commence.

He argued he needed time to prepare, respond to a parallel injunction hearing, and gather new evidence.

The Capital Markets Tribunal applied the test under subrule 34(1) of its Rules of Procedure, which requires exceptional circumstances to grant an adjournment.

The Tribunal found that the applicant's change in representation, the parallel proceeding, and his desire to adduce new evidence did not constitute exceptional circumstances.

The adjournment motion was dismissed.

The Ontario Securities Commission brought a motion requesting that the adjudicator recuse herself from the merits panel due to a reasonable apprehension of bias.

The adjudicator had a social relationship with a key witness for the Commission, having previously worked with the witness's spouse and attended their wedding.

The respondents opposed the motion, arguing that the capital markets community is small and such connections are common.

The adjudicator granted the motion and recused herself, finding that a reasonable person would conclude the social relationship could influence her assessment of the witness's credibility.

The Ontario Securities Commission alleged that the respondent breached a 2022 Tribunal order banning him from acting as a director or officer of any issuer by failing to resign from two companies, Campbellco and CCC.

The Tribunal dismissed the allegations regarding Campbellco, accepting the respondent's unchallenged evidence that he never consented to be a director or officer of that company.

However, the Tribunal found that the respondent breached the ban regarding CCC, as he mistakenly believed he had resigned in 2016 but remained a director until December 2024.

The Tribunal ordered the respondent to resign from any issuer, imposed a further one-year director and officer ban, an administrative penalty of $3,000, and costs of $3,248.13.

The applicant, Internet Sciences Inc., failed to attend a case management hearing and refused to participate in the proceeding unless its demands, including the removal of the adjudicator for alleged bias, were met.

The adjudicator proceeded in the applicant's absence, dismissing its motion to remove the Ontario Securities Commission as a party and its motion for the adjudicator's recusal, finding no factual basis for the bias allegations.

Ultimately, the adjudicator dismissed the application in its entirety on the basis that it had been abandoned due to the applicant's refusal to participate and cooperate with the Tribunal's process.

The Ontario Securities Commission brought a pre-hearing motion to exclude the proposed expert opinion evidence of three witnesses tendered by the respondents, Emerge Canada Inc. and Lisa Langley.

The Tribunal granted the motion in part, ruling that proposed evidence regarding valuation methodologies, NAV calculation, and the scope of audits was inadmissible because those issues were not raised in the Application for Enforcement Proceeding.

However, the Tribunal dismissed the motion regarding proposed evidence on governance, oversight, and internal controls, finding it premature to exclude such evidence before the merits hearing, and deferred the determination of its admissibility and the experts' qualifications.

The applicant, a self-represented reporting issuer, brought a motion seeking the recusal of the adjudicator for a reasonable apprehension of bias, and a motion to vary the adjudicator's prior reasons for decision under s. 144.1 of the Securities Act.

The bias allegations stemmed from the adjudicator's conduct during a case management hearing, including cautioning the applicant about citing non-existent rules and the potential for artificial intelligence hallucinations.

The adjudicator dismissed the bias motion, finding no reasonable apprehension of bias.

The adjudicator also dismissed the motion to vary, concluding that the requested variations were merely attempts to tinker with the language of the reasons and were not in the public interest.

An alternative request for a permanent confidentiality order over the reasons was also dismissed.

The respondents brought a motion mid-way through a merits hearing to permanently stay the enforcement proceeding against them, alleging the Ontario Securities Commission committed an abuse of process by repeatedly withholding relevant documents and misunderstanding its disclosure obligations.

The Capital Markets Tribunal determined it was appropriate to hear the motion before concluding the merits hearing.

On the merits of the motion, the Tribunal found that while the Commission made several errors regarding its disclosure obligations—including failing to disclose English translations of Chinese documents and certain correspondence—its conduct did not amount to an abuse of process warranting a stay.

The Tribunal dismissed the stay motion but ordered the Commission to conduct a further review of its disclosure and produce any additional relevant non-privileged documents, including new or different information obtained during witness preparation.

The respondent brought a motion seeking a blanket confidentiality order over the entire enforcement proceeding, or alternatively, a permanent stay of the proceeding.

The respondent argued that he needed to rely on materials subject to a prior confidentiality order to make full answer and defence.

The Capital Markets Tribunal dismissed the motion, finding that the respondent failed to meet the high standard for a blanket confidentiality order by not identifying specific risks or explaining why narrow redactions would not suffice.

The request for a stay was also dismissed as the respondent did not establish prejudice to his right to a fair hearing.

The dismissal was without prejudice to the respondent bringing a targeted confidentiality motion in the future.

The applicant, a self-represented corporate entity, sought a review of a decision denying its application for listing on the Canadian Securities Exchange.

At a case management hearing, the applicant requested a highly compressed timeline for hearing its interlocutory motions and the merits application.

The Tribunal rejected the compressed timeline, noting the need for amended materials, proper disclosure, and adequate preparation time.

The Tribunal set a schedule for the exchange of materials and scheduled oral hearings by videoconference for the motions and the application.

The Tribunal also relieved the self-represented applicant from strict compliance with Rule 21, allowing it to file a list of documents instead of a formal motion record.

Following a merits decision finding the respondents perpetrated securities fraud and made materially misleading statements regarding a share purchase transaction, the Capital Markets Tribunal determined the appropriate sanctions.

The Tribunal imposed permanent market participation and director/officer bans on TeknoScan, Kung, and Tam, and 20-year bans on Hyams.

Administrative penalties were ordered in the amounts of $150,000 against TeknoScan, $450,000 against Kung, $350,000 against Tam, and $250,000 against Hyams.

The respondents were also ordered to pay $400,000 in costs.

The Tribunal emphasized the need for specific and general deterrence, noting the serious nature of the fraud which deprived investors of fundamental information, while distinguishing between the respondents based on their culpability and acceptance of responsibility.

The Ontario Securities Commission alleged that the respondent engaged in illegal insider trading by purchasing shares of a target company while possessing material non-public information obtained through his employment.

The parties reached a settlement agreement wherein the respondent admitted to the misconduct.

The Capital Markets Tribunal approved the settlement, finding it reasonable and in the public interest.

The respondent was ordered to pay an administrative penalty of $235,000, investigation costs of $22,336.27, and was subjected to ten-year market bans and a reprimand.

The Ontario Securities Commission applied for inter-jurisdictional enforcement orders against the respondents, who operated an unregistered crypto asset trading platform.

The application sought to reciprocate sanctions imposed by the Québec Financial Markets Administrative Tribunal.

The Capital Markets Tribunal found that the statutory preconditions under s. 127(4.0.2) of the Securities Act were met and that it was in the public interest to permanently prohibit the respondents from participating in Ontario's capital markets, mirroring the non-monetary sanctions ordered in Québec.

The Ontario Securities Commission applied for inter-jurisdictional enforcement orders against the respondents based on a prior decision by the Québec Financial Markets Administrative Tribunal (FMAT).

The FMAT had found that the respondents operated an unregistered crypto asset trading platform, acted as unregistered dealers, and distributed securities without a prospectus.

The Capital Markets Tribunal found that the statutory preconditions were met to make an order without a hearing and that it was in the public interest to reciprocate the FMAT's non-monetary sanctions to protect Ontario investors.

The Ontario Securities Commission alleged that TeknoScan Systems Inc. and three of its officers and directors perpetrated a securities fraud and made misleading statements to investors regarding a share purchase transaction.

The Capital Markets Tribunal found that the respondents perpetrated a fraud on preferred shareholders who opted into the transaction by omitting fundamental and essential facts from a notice, rendering it objectively dishonest and misleading.

The Tribunal also found that TeknoScan made a materially misleading statement to shareholders, and that the individual respondents authorized, permitted, or acquiesced in this breach.

Allegations of making misleading statements to the Commission were dismissed.

Following a merits decision finding the respondents engaged in a massive crypto asset fraud involving the sale of tokens falsely represented as backed by gold, the Capital Markets Tribunal held a sanctions hearing.

The Tribunal ordered permanent market participation bans, administrative penalties totaling $4.5 million, and disgorgement of over US $51 million in misappropriated investor funds.

The Tribunal declined to order disgorgement of profits from real estate sales due to a lack of causal link.

Costs of $667,605.27 were awarded to the Commission.

The Ontario Securities Commission alleged that the respondents created and sold a crypto asset called GXToken without registration or a prospectus.

The Capital Markets Tribunal found that the GXTokens were investment contracts and therefore securities.

The Tribunal concluded that the respondents engaged in unregistered trading and illegal distribution of securities contrary to the Securities Act.

The respondents were ordered to pay administrative penalties, disgorge funds obtained from the non-compliance, and pay costs, in addition to being subject to market participation and director/officer bans.

The respondents in an enforcement proceeding brought a motion challenging the adequacy of the Commission's witness summaries and seeking further disclosure, including unredacted transcripts and attachments to a letter from a foreign regulator.

The Tribunal found that some witness summaries lacked sufficient precision regarding the documents to be relied upon and ordered the Commission to provide revised summaries.

The Tribunal dismissed the request for unredacted transcripts, finding the redacted information irrelevant, but ordered the disclosure of the letter attachments and a table of concordance for exhibits.

Aimia Inc. brought an application under s. 104 of the Securities Act alleging that Mithaq Capital SPC's acquisition of shares a year prior constituted a deemed take-over bid because Mithaq acted jointly with others to exceed the 20% threshold.

Mithaq brought a motion to dismiss the application on a preliminary basis.

The Capital Markets Tribunal found that while Aimia had standing to bring the application, the application was an abuse of process.

The Tribunal dismissed the application because Aimia's long delay in seeking relief, combined with significant intervening events, made the application a misuse of the Tribunal's procedure.

The Ontario Securities Commission sought sanctions and costs against Michael Paul Kraft and Michael Brian Stein following a merits decision that found Kraft engaged in illegal tipping and Stein in insider trading.

The Capital Markets Tribunal ordered market participation bans, administrative penalties, disgorgement, and costs against both respondents.

Kraft was ordered to pay a $200,000 administrative penalty and $150,000 in costs, and was subject to four-year director and officer bans and three-year trading bans.

Stein was ordered to pay a $150,000 administrative penalty, disgorge $29,345, and pay $50,000 in costs, and was subject to three-year director and officer bans and four-year trading bans.

The Tribunal also addressed a preliminary issue regarding the confidentiality of Stein's medical records.

The Ontario Securities Commission alleged that the respondents engaged in unregistered trading, illegal distribution, and fraud in relation to the sale of crypto tokens (Unity Ingot and Dignity tokens).

The Capital Markets Tribunal found that the sale of the tokens constituted investment contracts and therefore securities.

The Tribunal concluded that the respondents acted fraudulently by falsely representing that the tokens were backed by gold and by misappropriating investor funds for personal and unrelated corporate use.

The Tribunal also found that the respondents engaged in the business of trading securities without registration and distributed securities without a prospectus.

Hogg was deemed liable for the breaches of Arbitrade Bermuda.