C. Wesley M. Scott

The respondents brought a motion to stay the release of the Commission's decision on the merits of their case, pending the final determination of a civil action commenced by investors against the Commission.

The respondents argued that the civil action created a reasonable apprehension of bias, as the Commission might attempt to deflect blame onto the respondents to protect its own interests.

The Commission dismissed the motion, finding that the respondents failed to establish a reasonable apprehension of bias given the strong presumption of impartiality and the institutional safeguards in place.

The Commission further held that the interests of justice and the public interest in the timely and efficient enforcement of securities laws favoured the release of the merits decision.

Parrish & Heimbecker, Limited (P&H) and Thirdcoast Limited filed cross-applications before the Ontario Securities Commission regarding P&H's take-over bid for Thirdcoast.

P&H sought to cease trade Thirdcoast's shareholder rights plan (poison pill), while Thirdcoast sought to cease trade shares subject to lock-up agreements entered into by P&H, alleging the bid was coercive and offered collateral benefits.

The Commission found the bid was not coercive and no prohibited collateral understanding existed.

The Commission granted P&H's application, permanently cease trading the rights plan, as it had served its purpose and no competing bid had emerged, and dismissed Thirdcoast's application.

Following a merits decision finding the respondents engaged in unregistered trading and fraud through an advance fee scheme, the Ontario Securities Commission held a sanctions and costs hearing.

The respondents did not attend.

The Commission ordered permanent market bans against the respondents, administrative penalties of $250,000 for Marks and $200,000 for Lounds, joint and several disgorgement of $148,089, and joint and several costs of $39,915.69.

The Commission found the respondents' conduct, which involved high-pressure tactics and deliberate misrepresentations, warranted severe sanctions to protect investors and deter future misconduct.

The Ontario Securities Commission held a merits hearing regarding allegations that the respondents operated a fraudulent advance fee scheme involving securities of TBS New Media Ltd. and TBS New Media PLC.

The respondents solicited investors to sell their shares at a premium, requiring them to pay advance fees purportedly for security deposits and non-resident taxes.

The Commission found that the respondents traded in securities without registration and engaged in fraudulent conduct, depriving investors of approximately US$146,760.

The respondents failed to appear at the hearing, and the Commission proceeded in their absence after finding that reasonable efforts were made to serve them.

Staff of the Ontario Securities Commission brought a hearing under section 127 of the Securities Act regarding Magna International Inc.'s proposed plan of arrangement to collapse its multiple voting share structure.

Staff alleged the management information circular lacked sufficient information and the transaction was contrary to the public interest.

The Commission found the proposed transaction was not abusive, but concluded the circular failed to provide shareholders with sufficient disclosure to make an informed decision, particularly given the lack of a board recommendation and the transaction's nature as a related party transaction.

The Commission ordered that the circular be amended to include specific material information, including financial analysis and alternatives considered by the special committee, before the shareholder vote could proceed.