Deborah Leckman

The applicant, an investment fund manager, applied to the Ontario Securities Commission for exemptive relief on behalf of certain pooled funds (Top Funds).

The relief sought to permit the Top Funds to invest in other mutual funds (Underlying Funds) directly or indirectly through derivative instruments, despite statutory restrictions on investing in substantial securityholders or related funds.

The Commission granted the requested relief, subject to conditions ensuring that the fund-on-fund structure does not result in duplicative fees and that appropriate disclosure is provided to investors.

Hecla Mining Company applied to cease trade a private placement by Dolly Varden Silver Corporation, arguing it was an abusive defensive tactic against Hecla's take-over bid.

Dolly Varden cross-applied to cease trade Hecla's bid for failing to include a formal valuation required for insider bids under MI 61-101.

The Ontario and British Columbia Securities Commissions held simultaneous hearings.

The Commissions dismissed Hecla's applications, finding the private placement was instituted for bona fide, non-defensive business purposes.

The OSC granted Dolly Varden's application in part, finding Hecla had board representation at Dolly Varden and thus did not qualify for an exemption from the formal valuation requirement, and cease traded the bid until a valuation was provided.

The BCSC dismissed Dolly Varden's application under its public interest jurisdiction.

Hecla Mining Company launched an insider take-over bid for Dolly Varden Silver Corporation.

Hecla applied to the Ontario and British Columbia Securities Commissions to cease trade a private placement announced by Dolly Varden, arguing it was an abusive defensive tactic.

Dolly Varden cross-applied to cease trade Hecla's bid for failing to include a formal valuation as required for insider bids.

The Commissions held simultaneous hearings.

They dismissed Hecla's application, finding the private placement was instituted for bona fide business purposes, not as a defensive tactic.

The OSC granted Dolly Varden's application, finding Hecla did not qualify for an exemption from the formal valuation requirement because it had board representation at Dolly Varden within the preceding 12 months.

The BCSC dismissed Dolly Varden's application under its public interest jurisdiction.

The Ontario Securities Commission alleged that the respondents engaged in unregistered trading and illegal distribution of securities without a prospectus in relation to the sale of preference shares to 11 Chinese investors seeking to immigrate under Ontario's Provincial Nominee Program.

The Commission dismissed the allegations, finding that the respondents were pursuing legitimate business interests in developing a solar energy business, and their fundraising activities were not mainly the sale of securities.

Furthermore, the Commission held that the prospectus requirements did not apply to the distribution outside Ontario absent fraudulent conduct, and that the sales fell under the private issuer exemption.

Following his criminal conviction for fraud in relation to a $50 million Ponzi scheme, Staff of the Ontario Securities Commission sought a reciprocal order against the respondent under s. 127(10) of the Securities Act.

The Commission found that the respondent's criminal conviction arose from a course of conduct related to securities, specifically investment contracts.

Given the egregious nature of the fraud, the respondent's lack of remorse, and the need for specific and general deterrence, the Commission concluded that permanent market bans were necessary to protect the public interest.

The Applicants, two registered dealers under common ownership, requested a hearing and review of a Director's Decision that imposed terms and conditions on their registrations due to a long history of compliance deficiencies.

The Ontario Securities Commission found that the Applicants had failed to comply with Ontario securities law in numerous respects over a period of years, including inadequate governance, failure to instill a culture of compliance, inadequate compliance resources, and recurring deficiencies.

The Commission confirmed the Director's Decision and ordered that each firm retain an independent consultant to review and improve their compliance systems.

The Filer applied to the Ontario Securities Commission for an exemption from the prospectus requirement to distribute contracts for difference (CFDs) and over-the-counter foreign exchange contracts to investors in Canada.

The Commission granted the requested relief, subject to conditions including that the Filer remain registered as an investment dealer, comply with IIROC rules, and provide clients with a clear risk disclosure document prior to their first transaction.

Mackenzie Financial Corporation applied for exemptive relief on behalf of several proposed exchange-traded funds (ETFs).

The requested relief included exemptions from the borrowing requirement to fund distributions, the underwriter's certificate requirement, the prospectus form requirement, and the take-over bid requirements.

The Ontario Securities Commission granted the requested exemptions, subject to various conditions including the filing and delivery of a Summary Document or ETF Facts, and limitations on borrowing.

The applicant, an investment fund manager, applied to the Ontario Securities Commission for exemptive relief on behalf of its existing and future exchange-traded funds (ETFs).

The applicant sought exemptions from the requirement to include an underwriter's certificate in the ETFs' prospectuses, the requirement to include a prescribed statement respecting purchasers' statutory rights of withdrawal and remedies, and the take-over bid requirements.

The Commission granted the requested exemptions, subject to conditions including the filing and delivery of a Summary Document or ETF Facts document to purchasers, and specific disclosure in the prospectus regarding the exemptions and purchasers' rights.

During the 117th day of a protracted hearing on the merits, four respondents brought a motion requesting permission to file written witness statements in lieu of oral examinations-in-chief for their remaining witnesses.

The respondents argued this was necessary to ensure the hearing concluded by the scheduled deadline and to prevent the exhaustion of their funding, relying on the Supreme Court's direction in Hryniak regarding proportionality and access to justice.

Staff opposed the motion, arguing that credibility was at issue and written statements would provide a 'varnished version' of the facts.

The Panel granted the motion, finding that the slight prejudice to Staff in not observing the witnesses during examination-in-chief was outweighed by the necessity to complete the hearing efficiently and the significant costs already incurred by all parties.

The Rubicon Project, Inc. applied to the Ontario Securities Commission for an exemption from the prospectus requirement for the first trade of its common shares issued to former shareholders of Chango Inc. in connection with a plan of arrangement.

The Commission granted the requested relief, provided that the first trade is executed through the facilities of the NYSE or another exchange outside of Canada, and that Canadian residents do not own more than 10 percent of the outstanding shares after the distribution.

Following a merits decision finding multiple respondents liable for insider trading, tipping, and misleading Staff, the Ontario Securities Commission held a hearing to determine appropriate sanctions and costs.

The Commission ordered permanent market prohibitions against the tipper and the most egregious trader, along with substantial administrative penalties and costs.

Other respondents received 15-year market prohibitions with limited carve-outs, administrative penalties, and disgorgement orders.

The Commission emphasized the importance of general and specific deterrence, particularly given the respondents' roles as registrants and their efforts to conceal their misconduct.

Baxter International Inc. applied to the Ontario Securities Commission for an exemption from the prospectus requirement under section 53 of the Securities Act.

The exemption was sought in connection with a proposed spin-off of its biopharmaceuticals business, Baxalta Incorporation, through a dividend in specie to its shareholders, including those resident in Canada.

The Commission granted the requested exemptive relief, subject to resale restrictions.

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, Mandeville Private Client Inc. and Mandeville Wealth Services Inc., applied to the Ontario Securities Commission for exemptive relief under section 9.1 of National Instrument 81-105 (Mutual Fund Sales Practices).

They sought an exemption from subsection 7.1(3) to allow their representatives to pay commission rebates to clients who redeem mutual fund securities to purchase securities of affiliated Portland Mutual Funds.

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

The Filer, U.S. Silver & Gold Inc., applied for a decision under the securities legislation of Ontario, Alberta, and British Columbia that it is not a reporting issuer.

Following an amalgamation and plan of arrangement, all outstanding common shares of the Filer were held by Scorpio Mining Corporation.

The Filer had no intention to seek public financing and its securities were not traded on any marketplace.

The Ontario Securities Commission, as principal regulator, granted the exemptive relief sought, allowing the Filer to cease being a reporting issuer.

The Applicant, a registered broker-dealer in the U.S., applied to the Ontario Securities Commission for exemptive relief from certain disclosure requirements under National Instrument 33-105 and statutory right of action disclosure requirements.

The relief was sought in connection with the distribution of securities of foreign issuers or foreign governments to permitted clients in Canada.

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

The exemptions are valid for three years or until relevant legislative amendments come into effect.

The applicant, Unite Capital Corp., applied for a decision that it is no longer a reporting issuer in Alberta and Ontario.

Following an amalgamation, the applicant became a wholly-owned subsidiary of Lakeside Minerals Inc., and its outstanding securities were beneficially owned by fewer than 15 security holders in each Canadian jurisdiction.

Although the applicant was in default of certain continuous disclosure obligations, the Ontario Securities Commission, acting as principal regulator, granted the requested exemptive relief.

The Filer applied to the Ontario Securities Commission for exemptive relief from the prospectus and dealer registration requirements in connection with a global employee share offering.

The offering involved the issuance of units in a French collective shareholding vehicle to Canadian employees.

The Commission granted the requested relief, subject to the condition that the first trade in any units or shares acquired by Canadian participants be made through an exchange or market outside of Canada or to a person outside of Canada, provided the issuer is not a reporting issuer in Canada.

The applicant applied to the Ontario Securities Commission for exemptive relief to permit its Top Funds to invest in its Underlying Funds, despite statutory restrictions on investment funds knowingly making investments in related persons or substantial security holders.

The Commission granted the requested relief, revoking and replacing a prior relief order, subject to conditions ensuring compatibility of investment objectives, avoidance of duplicate fees, and adequate disclosure to investors.