David L. Knight

The applicant applied for exemptive relief from the registration and prospectus requirements under the Securities Act to permit the posting of electronic roadshow materials on commercial websites without restriction during the waiting period of a cross-border offering.

Compliance with U.S. SEC rules required unrestricted access, which conflicted with Canadian requirements.

The Ontario Securities Commission granted the relief, subject to the condition that purchasers in Canadian jurisdictions be provided a contractual right of action for any misrepresentations in the roadshow materials.

The Filers applied for exemptive relief from the related issuer securities prohibitions under the Securities Act to permit pooled funds managed by the Filers to purchase debt securities of a related issuer in a primary offering and exchange-traded securities of a related issuer in the secondary market.

The Ontario Securities Commission granted the requested relief, subject to conditions including independent review committee approval and pricing requirements.

Pala Investments Holdings Limited and its subsidiary applied to the Ontario Securities Commission for an order to cease trade a shareholder rights plan (poison pill) adopted by the board of Neo Material Technologies Inc. in response to Pala's hostile partial take-over bid.

The Commission dismissed the application, finding that the board had acted in accordance with its fiduciary duties to protect the long-term interests of the corporation, and that an overwhelming majority of Neo's shareholders had made an informed decision to approve the rights plan in the face of the outstanding bid.

The Commission concluded it was not in the public interest to interfere with the board's decision or the shareholders' ratification at this time.

NorthWest Value Partners Inc. applied for a hearing and review of two decisions of the Toronto Stock Exchange (TSX) regarding InterRent Real Estate Investment Trust.

The TSX had allowed a private placement to proceed without unitholder approval and permitted a delay in the annual meeting.

The Ontario Securities Commission granted intervenor status to CLV Group Inc. but denied it to Mike McGahan.

The Commission declined to order disclosure of the private placees' names to protect their privacy.

Applying the Canada Malting test, the Commission deferred to the TSX Listing Committee Decision, finding no grounds to intervene.

The application to review the TSX Meeting Date Decision was dismissed as it was filed out of time.

Following a merits decision finding that the respondents breached continuous disclosure obligations by failing to disclose the potential revocation of mining leases in Sierra Leone, the Ontario Securities Commission held a hearing to determine sanctions and costs.

The Commission declined to impose administrative penalties or order the corporate respondent to implement new disclosure policies because Staff failed to provide adequate notice of these specific sanctions in the Notice of Hearing.

The CEO, who was the driving force behind the non-disclosure, was reprimanded and banned from acting as a director or officer of any issuer for 10 years.

The CFO, who acquiesced in the failures, was reprimanded and banned for 12 months.

The corporate respondent and the CEO were ordered to pay $60,000 and $40,000 respectively towards the costs of the investigation and hearing.

The Ontario Securities Commission held a hearing to consider a settlement agreement between Staff and Research In Motion Limited (RIM) and several of its directors and officers regarding the improper backdating and repricing of stock options over a ten-year period.

The misconduct resulted in an undisclosed benefit of approximately $66 million and misleading public disclosure.

The Commission approved the settlement agreement, finding it to be in the public interest.

The settlement included substantial financial contributions to RIM, administrative penalties totaling $8 million, costs of $1.05 million, reprimands, and various prohibitions and educational requirements for the individual respondents.

Pala Investments Holdings Limited and its subsidiary applied to the Ontario Securities Commission for an order to cease trade the shareholder rights plans of Neo Material Technologies Inc. The application was brought in the context of Pala's takeover bid for Neo.

The Commission dismissed the application, finding that the Second Shareholder Rights Plan was adopted by the Neo Board in response to the Pala Offer, was approved by an overwhelming majority of Neo shareholders, and there was no evidence of coercion or that the Board did not act in the best interests of the corporation.

The Commission concluded it was not in the public interest to grant the relief sought at this time.

Mackenzie Financial Corporation applied for exemptive relief to extend the lapse date of the simplified prospectuses for two mutual funds.

The extension was requested to permit the continued distribution of the funds' securities until their proposed merger into other funds managed by Mackenzie.

The Ontario Securities Commission granted the relief, finding that the extension would not affect the currency or accuracy of the prospectus information and would not be prejudicial to the public interest.

The moving parties, respondents in an ongoing enforcement proceeding, brought a motion to stay the proceeding on the grounds of a reasonable apprehension of bias.

The motion was based on public comments made by the Chair of the Ontario Securities Commission during a television interview regarding the honesty of the individuals who ran Norshield.

The moving parties argued that these comments created a reasonable apprehension of bias on the part of the hearing panel under the doctrines of systemic bias, institutional impartiality, and corporate taint.

The Commission dismissed the motion, finding that the integrated agency model is statutorily authorized and that safeguards exist to separate the adjudicative function from the Chair and enforcement staff.

The panel concluded that a fully informed reasonable person would not apprehend bias on the part of the independent hearing panel based on the Chair's comments.

In an insider trading proceeding, the respondents brought a motion for unrestricted disclosure of forensic images of a third party's computer hard drives.

Staff had withheld two images citing the third party's privacy and sensitive commercial information.

The Commission held that while respondents are entitled to a high standard of disclosure akin to Stinchcombe to make full answer and defence, this right must be balanced against the legitimate privacy interests of third parties.

The Commission ordered disclosure of the disputed images but imposed strict conditions, including that the images remain in the custody of counsel or their expert, not be electronically copied, and be used solely for the purpose of the proceeding.

The respondents brought a motion challenging the standing of the Investment Dealers Association (IDA) or its staff to apply for a hearing and review of an IDA disciplinary hearing panel decision under section 21.7 of the Securities Act.

The Commission dismissed the motion, finding that the IDA is a 'person directly affected' by the decision of its independent hearing panel and therefore has standing to seek a review.

The Commission held that this interpretation is consistent with the IDA's regulatory mandate and the purposive interpretation of the Act.

The filer applied for exemptive relief from the substantial securityholder and related person securities prohibitions under the Securities Act to permit its pooled funds to purchase securities of a related issuer in the secondary market.

The Ontario Securities Commission granted the relief, subject to conditions including approval by the funds' independent review committee and compliance with pricing and transparency requirements for non-exchange traded securities.

The Filer, a Spanish corporation, applied for a decision that it is no longer a reporting issuer in the Jurisdictions.

The Filer demonstrated that Canadian resident shareholders beneficially own less than 2% of its outstanding securities and represent less than 2% of the total number of beneficial shareholders.

The Filer has no intention of seeking public financing in Canada, and its securities do not trade on any Canadian market.

The Commission granted the requested relief, noting the Filer's compliance with Spanish securities laws and its undertaking to make disclosure documents available to Canadian securityholders.

The applicants, Artemis Investment Management Limited and Alpha Scout RSP Fund, applied to the Ontario Securities Commission for exemptive relief from certain mutual fund investment restrictions under the Securities Act.

The relief was sought to permit a fund-on-fund structure where the top funds would invest in an underlying fund managed by the same entity.

The Commission granted the requested exemption, subject to conditions including the avoidance of duplicate management fees and the provision of specific disclosures to investors.

Maximus Ventures Ltd. applied for a decision that it is no longer a reporting issuer in Ontario and Alberta.

Following a corporate arrangement, the applicant became a wholly-owned subsidiary of Bear Lake Gold Inc., and its shares were delisted from the TSX Venture Exchange.

The applicant's outstanding warrants are now exercisable into shares of Bear Lake, which remains a reporting issuer.

The Ontario Securities Commission granted the requested exemptive relief, confirming the applicant is no longer a reporting issuer.

Maximus Ventures Ltd. applied for a decision that it is not a reporting issuer in Ontario and Alberta.

The Filer became a wholly-owned subsidiary of Bear Lake Gold Inc. following an arrangement.

The Filer's shares were delisted and it has fewer than 51 securityholders in Canada.

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

Hmi Nickel Inc., a wholly-owned subsidiary of HudBay Minerals Inc., applied for exemptive relief from continuous disclosure, certification, and insider reporting requirements.

The Filer has outstanding warrants exercisable into shares of its parent company.

The Ontario Securities Commission granted the requested exemptions, subject to conditions ensuring that warrant holders receive the parent company's continuous disclosure documents and that the parent company complies with its reporting obligations.

The Filer, Goodman & Company, Investment Counsel Ltd., applied for exemptive relief from the self-dealing prohibitions in the Securities Act and Ontario Regulation 1015.

The relief sought would permit the Filer to conduct inter-fund trades between various public funds, pooled funds, and managed accounts under its management.

The Ontario Securities Commission, acting as principal regulator, granted the requested relief subject to several conditions.

These conditions require that the trades be consistent with the investment objectives of the funds, receive approval from the Independent Review Committee or client consent, and comply with specific pricing and transparency requirements, including executing exchange-traded securities at the last sale price.

The Ontario Securities Commission held a hearing to consider a settlement agreement between Staff and Peter George Lee, former CFO of HIP Interactive Corporation.

Lee admitted to violating s. 122(1)(b) of the Securities Act by certifying false interim financial statements that concealed a $1.3 million inventory overstatement.

The Commission approved the settlement agreement, finding it in the public interest.

Lee was reprimanded, prohibited from acting as a director or officer of any reporting issuer or registrant for 15 years, and ordered to pay an administrative penalty of $13,000 and costs of $2,000.

Nortel Networks Limited applied for exemptive relief from the dealer registration and prospectus requirements under the Securities Act for trades in units of proprietary pooled mutual funds to members of its defined contribution pension and savings plans.

The Ontario Securities Commission granted the relief, varying a prior order to permit certain fund-of-fund investments, subject to conditions ensuring compliance with the spirit and intent of the capital accumulation plan exemption.