James D. Carnwath

The applicant, FT Portfolios Canada Co., applied to the Ontario Securities Commission for exemptive relief from the take-over bid requirements and the requirement that the funds' prospectus contain an underwriter's certificate.

The Commission granted the relief, subject to the condition that unitholders provide an undertaking not to exercise votes representing more than 20% of the outstanding units.

The underwriter certificate exemption was granted subject to a sunset clause.

Staff of the Ontario Securities Commission alleged that the respondents engaged in a fraudulent advance fee scheme targeting UK residents, involving artificial offers to purchase shares at inflated prices and requiring advance fees.

The Commission found that David Pelcowitz and IMG International Inc. committed fraud and traded in securities without registration.

However, the Commission declined to make findings against Michael Smith and Nest Acquisitions and Mergers, concluding that they were fictitious entities or aliases used by unknown persons, and that it is contrary to the public interest to make findings against persons unknown to the Commission.

Following a merits hearing where the respondents were found to have engaged in unregistered trading and illegal distribution of securities in relation to a Ponzi scheme (Gold-Quest), the Commission held a sanctions and costs hearing.

The Commission found that the respondents were duped by the scheme's promoters and believed they were operating under a 'friends and family' exemption, which mitigated their culpability.

The Commission ordered five-year market bans, full disgorgement of commissions earned, administrative penalties of $15,000 for each individual respondent, and costs against one represented respondent.

The Ontario Securities Commission held a merits hearing regarding allegations that the respondents engaged in unregistered trading, illegal distribution of securities, and fraud in relation to a foreign exchange trading investment scheme.

The Commission found that the respondents raised approximately $1.8 million from investors without being registered and without filing a prospectus.

Furthermore, the directing minds of the corporate respondent used investor funds to pay earlier investors and for personal expenses, perpetrating a fraud.

The Commission concluded that the respondents breached multiple sections of the Securities Act and acted contrary to the public interest.

The Respondents in a securities fraud proceeding brought a motion seeking disclosure of certain internal documents from Commission Staff, including drafts, internal commentary, and documents evidencing Staff's decision to commence proceedings.

The Commission applied the Stinchcombe standard of disclosure, requiring Staff to disclose all relevant information gathered during the investigation.

However, the Commission dismissed the motion with respect to internally-generated documents evidencing Staff's analysis, commentary, or opinions (Staff work product), finding them irrelevant to the issues to be decided at the merits hearing.

The motion was allowed in part for documents gathered during the investigation and communications between Staff and the Respondents, subject to privilege.

Following a merits decision finding the respondents engaged in securities fraud, unregistered trading, and illegal distribution, the Ontario Securities Commission held a sanctions and costs hearing.

The respondents had raised over $10 million from offshore investors, misappropriating the funds for personal use and high-risk enterprises.

The Commission ordered permanent market bans against the respondents, an administrative penalty of $500,000 each, joint and several disgorgement of $8,892,906, and $250,000 in costs.

The applicant applied for exemptive relief on behalf of an exchange-traded fund.

The applicant sought relief from take-over bid requirements for purchasers of units and an exemption from the requirement that the fund's prospectus contain an underwriter's certificate.

The Ontario Securities Commission granted the requested exemptions, subject to the condition that purchasers making a take-over bid undertake not to exercise voting rights for units representing more than 20% of outstanding votes.

The underwriter certificate exemption was granted subject to a sunset clause.

The Royal Canadian Mint applied for exemptive relief from the prospectus requirements under the Securities Act in connection with the distribution of exchange-traded receipts representing undivided interests in silver bullion.

The Ontario Securities Commission granted the relief, subject to conditions requiring the Mint to provide purchasers with an Information Statement, maintain a program website with continuous disclosure, and file prescribed documents on SEDAR.

Following a merits decision finding the respondents engaged in unregistered trading, illegal distribution, and fraud, the Ontario Securities Commission held a sanctions and costs hearing.

The individual respondent, who misappropriated over $4.6 million from investors in a fraudulent foreign exchange scheme, was permanently banned from the capital markets.

The Commission ordered disgorgement of $4,672,779.98, an administrative penalty of $750,000 to ensure specific and general deterrence, and $200,000 in costs.

Following a hearing on the merits, the respondent was found to have made misleading statements to the Commission and breached a previous cease trade order by trading securities.

In this sanctions and costs decision, the Commission considered the respondent's extensive history of non-compliance, including criminal convictions for similar conduct.

The Commission ordered permanent market bans, an administrative penalty of $250,000, disgorgement of $45,280, and costs of $52,470.25, emphasizing the need for specific and general deterrence.

Staff of the Ontario Securities Commission alleged that the respondents, Shaun McErlean and Securus Capital Inc., engaged in unregistered trading, advising without registration, illegal distribution of securities, and fraud.

The respondents solicited millions of dollars from offshore investors, promising high returns and claiming the funds would be held in segregated accounts.

Instead, McErlean commingled the funds, used them for personal expenses, repaid earlier investors, and invested in private companies in which he had an interest.

He also provided investors with fake bank statements to conceal the misappropriation.

The Commission found that all allegations were proven on a balance of probabilities.

The Filer, a telecommunications company organized under the laws of Mexico, applied for a decision that it is no longer a reporting issuer in the Jurisdictions.

The Filer demonstrated that its Canadian securityholdings are de minimis, its securities do not trade on any Canadian marketplace, and it has no intention of seeking public financing in Canada.

The Ontario Securities Commission, acting as principal regulator, granted the requested relief, noting that the Filer remains subject to reporting requirements under Mexican law and the rules of the Bolsa Mexicana de Valores.

Staff of the Ontario Securities Commission alleged that the respondents engaged in unregistered trading and illegal distribution of securities in relation to Gold-Quest International.

The respondents promoted Gold-Quest, which offered investment contracts promising 87.5% annual returns from forex trading.

The Commission found that the Gold-Quest membership agreements were investment contracts and therefore securities.

The respondents' promotional activities, including hosting presentations and facilitating investments, constituted acts in furtherance of trades.

As none of the respondents were registered and no prospectus was filed, the Commission concluded they breached sections 25 and 53 of the Securities Act.

The corporate directors were also found liable under section 129.2 for authorizing or acquiescing in the breaches.

The moving parties brought a motion challenging the jurisdiction of a single Commissioner to complete a sanctions hearing after the term of the other panel member expired.

The moving parties argued that proceeding before a single member violated the audi alteram partem principle and the quorum requirements of the Securities Act.

The Commission dismissed the motion, finding that section 4.4(1) of the Statutory Powers Procedure Act permits the remaining member to complete the hearing and give a decision, and that section 32 of the SPPA resolves any conflict with the Securities Act's quorum requirements in favour of the SPPA.

Staff of the Ontario Securities Commission alleged that the respondents engaged in unregistered trading, illegal distribution, and fraud in relation to a foreign exchange investment scheme.

The individual respondent, a pastor, solicited millions of dollars from investors, promising high guaranteed returns with no risk.

The Commission found that the respondents traded and advised on securities without registration and distributed securities without a prospectus.

Furthermore, the Commission found that the individual respondent perpetrated a fraud by misappropriating investor funds for personal use and charities, and by deceiving investors about the success of the trading.

The individual respondent was also found to have made misleading statements to Staff during the investigation.

Following a hearing on the merits where the respondents were found to have engaged in fraudulent conduct, unregistered trading, and illegal distribution of securities involving over $25 million from 1,700 investors, the Commission held a sanctions hearing.

The Commission ordered permanent market bans against all corporate and individual respondents.

The individual respondents were each ordered to pay an administrative penalty of $750,000, disgorge the sums they personally misappropriated (totaling $5.82 million), and pay costs of $163,145.

The applicants, participating mutual fund dealers, sought exemptive relief from the requirement under subsection 8.2(4) of National Instrument 81-105 to obtain written consent from certain existing clients prior to completing trades in related mutual funds.

The Ontario Securities Commission granted the exemption, finding that the clients were already aware of the relationship between the dealers and the funds, and that the administrative burden of obtaining written consent outweighed any benefit to the clients.

The filer, Comverse Technology, Inc., applied to the Ontario Securities Commission for exemptive relief from the prospectus and registration requirements of the Securities Act.

The relief was sought in connection with the distribution of shares to Canadian claimants pursuant to a US class action settlement.

The Commission granted the requested relief, including an exemption from resale restrictions, allowing the settlement shares to be distributed and resold without a prospectus.

Staff of the Ontario Securities Commission alleged that the respondents engaged in a fraudulent investment scheme involving foreign exchange (Forex) trading.

The respondents raised approximately $29 million from over 1,700 Ontario investors, many of whom borrowed funds through RRSP loans.

The Commission found that the respondents diverted approximately $20 million to uses other than Forex investments, including significant transfers to themselves, and paid fictitious profits to investors to attract new funds.

The Commission concluded that all respondents engaged in fraudulent conduct, unregistered trading, and an illegal distribution of securities, and acted contrary to the public interest.

The Filer, Continental Minerals Corporation, applied to the Ontario Securities Commission and other provincial regulators for a decision that it is no longer a reporting issuer.

Following a plan of arrangement, all of the Filer's outstanding common shares were acquired by Jinchuan Group Ltd., and its preferred shares were exchanged for shares of another reporting issuer.

The Filer's securities are beneficially owned by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 in total in Canada.

The Commission granted the requested exemptive relief, determining that the Filer met the test to cease being a reporting issuer.