Christopher Portner

The applicant sought exemptive relief on behalf of itself and affiliated investment funds to permit a fund-on-fund structure where top funds invest in underlying funds managed by the same or affiliated entities.

The relief sought exemptions from restrictions on investing in substantial security holders or related issuers, and from the requirement to obtain written client consent before investing in an issuer where a responsible person is a partner, officer, or director.

The Ontario Securities Commission granted the requested relief, subject to conditions including that securities are distributed under prospectus exemptions, no duplicative fees are charged, and specific disclosure is provided to investors.

The Filers applied to the Ontario Securities Commission for exemptive relief from the requirement under section 8.2(4) of National Instrument 81-105 to obtain written consent from existing clients prior to completing trades in related mutual funds.

The requirement was triggered by Manulife Financial Corporation's acquisition of Standard Life Financial Inc., which made the Filers related to Standard Life Mutual Funds.

The Commission granted the exemption under section 9.1 of NI 81-105, noting the administrative burden of obtaining consent from all existing clients and the disclosure already provided to clients regarding the acquisition.

Bryan Andrew Vickers applied to the Ontario Securities Commission for a hearing and review of an IIROC hearing panel decision that suspended and fined him for failing to adequately supervise a registered representative.

Vickers argued the IIROC panel erred by basing its sanctions on a Guidance Note that was not included in the Agreed Statement of Facts.

The Commission found that the IIROC panel erred in law by considering the unadmitted Guidance Note and that its reasons were inadequate.

The application was granted and the matter was remitted to a newly-constituted IIROC hearing panel for reconsideration.

Julian Robert Ricci applied to the Ontario Securities Commission for a hearing and review of an IIROC hearing panel decision that suspended him for 24 months, fined him $200,000, and ordered $15,000 in costs for making misrepresentations to his firm's compliance staff and falsely endorsing client signatures.

Ricci argued the panel overlooked material evidence of client support and his prior non-registered time, and that the suspension was overly harsh.

The Commission dismissed the application, finding the IIROC panel did not overlook material evidence, err in law, or impose an unfit suspension, noting the Commission's restrained approach to interfering with self-regulatory organization sanctions.

Staff of the Ontario Securities Commission alleged that the respondents engaged in unregistered trading, illegal distribution of securities, and fraud in connection with the sale of shares in PlusPetro Inc. The respondents admitted to trading without registration or a prospectus, and to making prohibited representations about future listings.

Following a merits hearing, the Commission found that the respondents also engaged in fraud by making misleading statements to investors about the company's business prospects and by misappropriating investor funds for personal expenses.

The sole director of the corporate respondent was deemed to have authorized, permitted, or acquiesced in the non-compliance.

The Ontario Securities Commission held a hearing to consider whether to impose sanctions on Conrad Black and John Boultbee under the inter-jurisdictional enforcement provisions of the Securities Act, based on their criminal convictions for mail fraud and obstruction of justice in the United States, and Black's settlement with the SEC.

The Commission found that the US convictions arose from conduct related to securities and that the US proceedings met Canadian standards of fairness.

Concluding that sanctions were necessary for specific and general deterrence to protect Ontario's capital markets, the Commission ordered permanent bans prohibiting Black and Boultbee from acting as directors or officers of any issuer, registrant, or investment fund manager.

Staff's request for costs was denied.

The Filer applied to the Ontario Securities Commission for exemptive relief from the Prospectus Delivery Requirement in connection with the distribution of exchange-traded fund (ETF) securities.

The Filer acts as an Authorized Dealer and Designated Broker for various ETFs, making it impracticable to comply with the requirement to deliver a prospectus for creation units sold on the secondary market.

The Commission granted the requested relief, subject to conditions including that the Filer must send or deliver a prescribed Summary Document to purchasers within two days of the trade.

The Ontario Securities Commission approved a no-contest settlement agreement between Staff and the TD Entities regarding alleged inadequacies in internal compliance systems that resulted in investors being charged inappropriate mutual fund fees.

The TD Entities self-reported the issues, undertook to pay over $13 million in compensation to harmed investors, and agreed to make voluntary payments of $650,000.

The Panel found the settlement to be in the public interest, emphasizing the importance of self-reporting, remediation, and improved compliance systems.

The Ontario Securities Commission heard several procedural motions in a section 127(10) proceeding against the respondents.

The panel dismissed a respondent's motion to sever his case, finding substantial commonality in the allegations and no undue prejudice.

The panel also dismissed requests to vary the severance order and to adjourn the hearing pending an appeal.

Staff's motion for directions on the scope of admissible evidence was dismissed, with the panel declining to review witness statements a priori but cautioning against re-litigating matters decided in U.S. proceedings.

A motion to call a specific witness was also dismissed.

The applicant applied for exemptive relief from the prohibitions in National Instrument 81-105 regarding commission rebates.

The applicant sought to allow its dealers and representatives to pay commission rebates to clients switching to affiliated mutual funds, which is otherwise prohibited.

The Ontario Securities Commission granted the exemption, subject to conditions ensuring that rebates are not conditional on purchasing affiliated funds and that clients receive proper disclosure.

Conrad M. Black brought a motion to stay an Ontario Securities Commission proceeding seeking a reciprocal order under s. 127(10) of the Securities Act based on his U.S. fraud convictions.

Black argued the proceeding was an abuse of process and proposed that his interim undertaking remain in effect instead.

The Commission dismissed the stay motion, finding that a reciprocal order proceeding is an appropriate exercise of its statutory mandate to protect Ontario's capital markets and does not constitute an abuse of process.

The Commission also provided directions limiting the scope of evidence at the upcoming hearing to matters relevant to crafting a protective order, explicitly prohibiting the re-litigation of the U.S. proceedings.

Following a merits decision finding that the Respondents breached the registration and prospectus requirements of the Securities Act, the Ontario Securities Commission held a hearing to determine sanctions and costs.

The Commission first ruled that transcripts from the merits hearing were admissible to provide evidence on sanctioning factors.

The Commission then imposed permanent cease trade orders on the corporate respondent and 10-year cease trade and director/officer bans on the individual respondents.

Administrative penalties totaling $580,000 were ordered against the individual respondents.

The Commission declined to order disgorgement due to uncertainty in calculating the amounts obtained from the illegal conduct.

Costs of $126,216.04 were awarded to Staff, discounted for unproven allegations and unaccepted evidence.

The Applicant, a foreign issuer with a de minimis market presence in Canada, applied for a decision that it is no longer a reporting issuer in the jurisdictions.

The Applicant's securities are not listed on any Canadian exchange, and Canadian residents beneficially own less than 2% of its outstanding securities.

The Ontario Securities Commission, acting as principal regulator, granted the requested exemptive relief.

Patheon Inc. applied for a decision under the securities legislation of multiple jurisdictions to cease being a reporting issuer.

Following a court-approved plan of arrangement, the applicant was taken private and its restricted voting shares were delisted from the Toronto Stock Exchange.

The Ontario Securities Commission, acting as principal regulator, granted the requested exemptive relief, noting that the applicant's outstanding securities are beneficially owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide.

The applicant, a French issuer, applied for exemptive relief from the prospectus and dealer registration requirements of the Securities Act in connection with a global employee share offering.

The offering involved the use of collective employee shareholding vehicles (FCPEs) under French law.

Because the shares were offered through the FCPEs rather than directly to Canadian employees, the standard prospectus and registration exemptions were unavailable.

The Ontario Securities Commission granted the requested relief, subject to conditions regarding resale restrictions.

The applicant, Raymond James & Associates, Inc., applied for exemptive relief from certain disclosure requirements under National Instrument 33-105 and OSC Rule 45-501.

The relief sought pertained to the Connected Issuer Disclosure, Related Issuer Disclosure, and Right of Action Disclosure in offering memorandums for foreign security private placements to permitted clients in Canada.

The Ontario Securities Commission granted the requested relief subject to specific conditions, including the provision of a notice to prospective purchasers and compliance with U.S. disclosure requirements for underwriter conflicts of interest.

The Filer, an SEC foreign issuer, applied for exemptive relief on behalf of its wholly-owned indirect subsidiary, the Issuer, to allow the Issuer to issue debt securities guaranteed by the Filer without complying with continuous disclosure, certification, insider reporting, audit committee, and corporate governance requirements.

The Ontario Securities Commission granted the relief, subject to conditions, including that the Filer continues to comply with U.S. foreign private issuer disclosure regimes and files material change reports for events not reported on SEC Form 6-K.

Following a merits decision finding that the respondents breached multiple provisions of the Securities Act by making materially untrue or misleading statements in offering memoranda and promotional materials, failing to file offering memoranda, and breaching a temporary cease trade order, the Commission held a hearing to determine sanctions and costs.

The Commission found that the respondents' misconduct was very serious, resulting in approximately $20 million in investor losses.

The Commission ordered that the respondents cease trading in securities and be denied exemptions for 10 years, with a limited carve-out for the individual respondent's RRSP.

The individual respondent was permanently prohibited from acting as a director or officer of any issuer, reprimanded, and ordered to disgorge $420,000 and pay an administrative penalty of $750,000.

The Commission also ordered the individual respondent to pay $251,145.37 in costs.

The Commission declined to impose certain permanent market prohibitions requested by Staff because they were not included in the original Notice of Hearing.

Purpose Investments Inc. applied for exemptive relief from the take-over bid requirements under the Securities Act for the ETF Shares of its Funds.

The Ontario Securities Commission granted the relief, noting that the ETF Shares are non-voting and it is not possible for shareholders to exercise control or direction over the Funds.

The Filer, C.T.C. Dealer Holdings Limited, applied to the Ontario Securities Commission for relief from the prospectus requirements under the Securities Act.

The relief was sought in connection with the deemed distribution on resale of beneficial ownership interests in common shares of the Filer by CTC Dealers to other CTC Dealers during an Annual Share Changeover.

The Commission granted the requested exemptive relief, subject to several conditions including the provision of a summary document containing prospectus-level risk disclosure to purchasing dealers.