Janet Leiper

Staff of the Ontario Securities Commission brought proceedings against the respondent for insider trading and tipping.

The respondent admitted to receiving confidential information about an acquisition and using it to purchase shares, as well as passing the information to another individual who also traded on it.

The Commission approved a settlement agreement, noting the respondent's significant cooperation, and ordered a two-year market participation ban, a $5,500 administrative penalty, and $5,500 in disgorgement.

Following a merits hearing where the respondents were found to have engaged in the illegal distribution of securities and unregistered trading through a complex trading software license scheme, the Commission held a sanctions and costs hearing.

The Commission ordered disgorgement of the net funds obtained from investors, administrative penalties, and significant market participation bans ranging from 6 to 10 years.

The majority held that the unlawful scheme must be terminated entirely, rejecting the respondents' request to continue receiving payments from existing investors.

A partial dissent would have allowed an exception for existing investors to maintain their contracts if they chose to do so.

The Filer, Genus Capital Management Inc., applied to the Ontario Securities Commission for exemptive relief from the dealer registration and prospectus requirements in respect of trades in mutual funds to capital accumulation plans (CAPs) and non-tax assisted CAPs.

The Commission granted the requested relief, subject to conditions including disclosure requirements, performance reporting, and limits on contributions to non-tax assisted CAPs.

The Filer applied for exemptive relief on behalf of proposed exchange-traded funds (ETFs) from the underwriter's certificate requirement, the prospectus form requirement, and the take-over bid requirements.

The Ontario Securities Commission granted the requested relief, subject to conditions including the filing and delivery of a Summary Document or ETF Facts, and specific prospectus disclosure.

The relief facilitates the continuous distribution and secondary market trading of the ETFs' listed securities.

The applicant, a French corporation, applied 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 of a temporary French collective shareholding vehicle to Canadian employees, which would later merge into a principal fund.

The Commission granted the requested relief, subject to conditions including that the first trade of the securities be made outside of Canada or to a person outside of Canada, and that Canadian residents not own more than 10% of the outstanding securities.

The Filer applied for exemptive relief from subsection 5.1(a) of National Instrument 81-105 to permit it to pay participating dealers for direct costs incurred relating to cooperative marketing initiatives whose primary purpose is to provide educational information concerning financial planning matters.

The Ontario Securities Commission granted the requested relief, subject to conditions including that the Filer complies with other requirements of NI 81-105, does not require dealers to sell its funds, and ensures the educational information is general and contains appropriate disclaimers.

The applicant, Schneider Electric S.E., applied to the Ontario Securities Commission for exemptive relief from the prospectus and dealer registration requirements in connection with an international employee shareholding plan.

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

The Commission granted the requested relief, subject to conditions regarding the first trade of the securities and the proportion of Canadian ownership.

The Filer, Algonquin Capital Corporation, applied for exemptive relief on behalf of itself and certain investment funds (the Top Funds) to permit the Top Funds to invest in Underlying Funds managed by the Filer.

The requested relief included exemptions from related issuer restrictions and consent requirements under National Instrument 31-103.

The Ontario Securities Commission granted the requested relief, subject to conditions including disclosure requirements and restrictions on fee duplication, finding that the fund-on-fund structure would provide economies of scale and benefit investors.

Column Canada Issuer Corporation applied for an order to cease to be a reporting issuer in all jurisdictions of Canada where it is a reporting issuer.

The Filer is a wholly-owned indirect subsidiary of Credit Suisse Group AG and its only outstanding securities are 100 common shares held by its parent.

Although the Filer was in default of certain continuous disclosure filings, it had no asset-backed securities outstanding to report on.

The Ontario Securities Commission granted the order, finding it met the statutory test.

The Filer, Common Wealth Pension Services Inc., applied to the Ontario Securities Commission for exemptive relief from the dealer registration and prospectus requirements under Ontario securities legislation.

The relief was sought in respect of trades in mutual fund securities to capital accumulation plans (CAPs) and non-tax assisted CAPs sponsored by plan sponsors using the Filer's services.

The Commission granted the requested relief, subject to various conditions including disclosure requirements, provision of investment decision-making tools, and limitations on contributions to non-tax assisted CAPs.

Biogen 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 subsidiary, Bioverativ Inc., by way of a dividend in specie to Canadian shareholders.

The Commission granted the exemption, provided that the first trade in the distributed shares is deemed a distribution unless certain resale conditions are met.

The applicant, Entertainment One Ltd., applied to the Ontario Securities Commission for an exemption from the prospectus requirement for the first trades of common shares issued to certain Canadian residents.

The applicant is not a reporting issuer in Canada and its shares are listed on the London Stock Exchange.

The exemption was sought because Canadian residents, primarily due to acquisitions by the Canada Pension Plan Investment Board, owned more than 10% of the outstanding shares, making the standard exemption under section 2.14 of NI 45-102 unavailable.

The Commission granted the requested relief, provided the applicant remains a non-reporting issuer in Canada, trades are executed through a foreign exchange or to a person outside Canada, and Canadian resident shareholdings (excluding CPPIB and the CEO) remain below 10%.

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

The Commission ordered permanent market bans against the corporate respondent and the two individual respondents.

The individual respondents were also ordered to pay administrative penalties of $200,000 and $150,000, disgorge amounts obtained as a result of their non-compliance totaling over $5.1 million, and pay costs of $125,000.

The Commission declined to order joint and several liability for the disgorgement amounts.

The Ontario Securities Commission found that the respondents engaged in unregistered trading and illegal distribution of securities through the 'Strictrade Offering', a complex software licensing scheme marketed for its tax benefits.

The Commission determined the offering was an 'investment contract' under the Pacific Coast Coin test.

The respondents breached registration and prospectus requirements, and the registrant respondents failed to meet their know-your-client, know-your-product, and suitability obligations.

Allegations of misrepresentation in the contracts were dismissed.

The Filer, Questrade, Inc., applied to the Ontario Securities Commission for an exemption from the prospectus requirement for the distribution of contracts for difference (CFDs) and over-the-counter foreign exchange contracts to investors in Ontario and other applicable jurisdictions.

The Commission granted the requested relief, subject to several conditions, including that the Filer remains registered as an investment dealer, complies with IIROC rules and acceptable practices, and provides clients with a comprehensive risk disclosure document prior to their first transaction.

The relief expires after four years or upon certain regulatory changes.

The applicant applied on behalf of an investment fund for exemptive relief from the substantial security holder rules under the securities legislation.

The relief was sought to permit the fund to invest in underlying entities and stand-alone vehicles without violating the prohibitions against knowingly making or holding an investment in a person or company in which the fund, alone or together with related investment funds, is a substantial security holder.

The Ontario Securities Commission granted the requested relief, subject to several conditions regarding the distribution of units, investment compatibility, fee duplication, and disclosure.

The applicant, a registered mutual fund salesperson, applied for a hearing and review of an MFDA decision that permanently prohibited him from conducting securities-related business and imposed a fine and costs for failing to cooperate with an investigation.

The applicant argued the MFDA lacked jurisdiction to investigate his 'outside business activity' because it was a personal philanthropic venture, and claimed his professional obligations as an accountant prevented him from providing information.

The Ontario Securities Commission dismissed the application, finding the MFDA had jurisdiction to investigate client complaints and the applicant failed to present any new and compelling evidence to justify intervening in the MFDA's decision.

The applicants, Brookfield Property Partners L.P. and Brookfield Office Properties Inc., applied for exemptive relief from various continuous disclosure, certification, insider reporting, audit committee, and short form prospectus qualification requirements under Ontario securities legislation.

The relief was sought in connection with an internal reorganization where Brookfield Property Partners acts as a parent credit supporter for securities issued by Brookfield Office Properties Inc. The Ontario Securities Commission granted the requested exemptions, subject to specific conditions regarding consolidated financial reporting, guarantees, and compliance with U.S. federal securities laws as an SEC foreign issuer.

The applicant, Gryphon Investment Counsel Inc., applied for exemptive relief on behalf of certain top funds to permit them to invest in underlying funds managed by the applicant or its associates, which would otherwise violate the substantial security holder restrictions in the securities legislation.

The Ontario Securities Commission granted the requested relief, revoking and replacing a prior relief decision, subject to conditions including that the investments are compatible with the top funds' objectives, limits on the underlying funds' investments in other funds, and specific disclosure requirements.

Staff of the Ontario Securities Commission alleged that the respondents contravened Ontario securities law by engaging in unregistered trading, conducting illegal distributions, making prohibited representations about listing on an exchange, and perpetrating fraud on investors.

The Commission found that Blue Gold Holdings Ltd., Raj Kurichh, and Nigel Greening engaged in the business of trading without registration.

BGH and Kurichh were found to have engaged in illegal distributions and made prohibited representations regarding listing.

Furthermore, BGH and Kurichh were found to have perpetrated fraud by misrepresenting the company's sales pipeline and government approvals, diverting investor funds for personal use, and fraudulently diluting the interests of retail shareholders.

Kurichh and Greening were deemed liable for BGH's breaches as directors and officers who authorized, permitted, or acquiesced in the non-compliance.

A sanctions hearing was ordered.