Janet Leiper

Staff of the Ontario Securities Commission sought an inter-jurisdictional enforcement order against the respondents under s. 127(10) of the Securities Act, based on a prior decision of the British Columbia Securities Commission.

The BCSC had found that the respondents perpetrated a fraud and engaged in unregistered trading.

The Commission found that the statutory threshold was met and that it was in the public interest to issue a reciprocal order to protect Ontario investors.

The Commission ordered permanent bans on trading, acquiring securities, and acting as a director or officer for the respondents.

The applicant, an investment fund manager, applied for exemptive relief on behalf of several proposed exchange-traded funds.

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

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

The Filer, Tribute Pharmaceuticals Canada Inc., applied for a decision under the securities legislation of multiple jurisdictions that it is not a reporting issuer.

Following an amalgamation and arrangement, the Filer's outstanding securities were either exchanged for securities of the Acquiror or became exercisable for Acquiror shares.

The Filer had no intention to seek public financing and its common shares were delisted.

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

Staff of the Commission sought an order compelling the respondents to provide witness summaries pursuant to Rule 4.5 of the Ontario Securities Commission Rules of Procedure.

The respondents argued that because they are parties to the proceeding, they are not "witnesses" within the meaning of the Rules or the Statutory Powers Procedure Act, and therefore should not be required to provide summaries of their own evidence.

The Commission rejected this argument, holding that the requirement to provide witness summaries applies to all witnesses, including parties who intend to testify.

The respondents were ordered to provide the required summaries and document references.

Staff of the Ontario Securities Commission sought a reciprocal public interest order against the respondents under subsections 127(1) and (10) of the Securities Act, based on a prior order of the Alberta Securities Commission.

The Alberta order found that the respondents engaged in the illegal distribution of securities and unregistered trading.

The Commission found that the statutory criteria for inter-jurisdictional enforcement were met and that it was in the public interest to issue a protective order.

The Commission permanently banned the respondents from trading in securities, acquiring securities, and acting as registrants or directors/officers of issuers in Ontario, with limited carve-outs for personal registered accounts.

Genterra Capital Inc. applied for a decision that it is no longer a reporting issuer in Alberta, Ontario, and Quebec.

Following a plan of arrangement, the Filer became wholly-owned by its control group and its common shares were delisted.

The Filer has fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide.

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

Staff of the Ontario Securities Commission brought an application for an inter-jurisdictional enforcement order against the respondent under s. 127(10) of the Securities Act.

The respondent had previously been sanctioned by the Financial and Consumer Affairs Authority of Saskatchewan for acting as an unregistered dealer and adviser, and for perpetrating a fraud against an elderly investor.

The Commission found that the statutory threshold was met and that it was in the public interest to impose permanent market bans in Ontario to protect investors and foster confidence in the capital markets.

The applicant, Aon Hewitt Investment Management Inc., applied on behalf of several mutual funds for exemptive relief from the investment restrictions in the securities legislation that prohibit an investment fund from knowingly making an investment in a person or company in which the investment fund is a substantial securityholder.

The Ontario Securities Commission granted the requested relief, subject to conditions including that the securities of the Top Funds are distributed solely pursuant to prospectus exemptions, the investments are compatible with the Top Funds' objectives, and there is no duplication of management or incentive fees.

Staff of the Ontario Securities Commission brought an application for an inter-jurisdictional enforcement order against the respondent, following a decision by the British Columbia Securities Commission (BCSC).

The BCSC found that the respondent engaged in unregistered trading, perpetrated a fraud by misappropriating investor funds for personal use, and made false statements to investigators.

The Ontario Securities Commission found it in the public interest to reciprocate the BCSC's order, imposing permanent bans on the respondent from trading, acquiring securities, and acting as a director, officer, registrant, investment fund manager, or promoter in Ontario.

The Filer, PC Gold Inc., applied for a decision under the securities legislation of Alberta and Ontario to cease being a reporting issuer.

Following a plan of arrangement, the Filer became a wholly-owned subsidiary of First Mining Finance Corp., and its common shares were delisted from the TSX Venture Exchange.

The Filer's outstanding securities are beneficially owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide.

The Ontario Securities Commission, acting as principal regulator, granted the requested exemptive relief, determining that the Filer met the necessary criteria despite a minor default in filing its most recent interim financial statements.

The applicants, IA Clarington Investments Inc. and T.E. Investment Counsel Inc., applied for a decision that several investment funds are not reporting issuers in the applicable jurisdictions.

The funds ceased offering units under a prospectus and are now only distributed to managed account clients or accredited investors.

The Ontario Securities Commission, as principal regulator, granted the requested exemptive relief, noting that ceasing to be a reporting issuer would reduce regulatory and financial burdens for the funds.

The applicant applied for a decision to revoke prior relief and exempt its existing and future exchange-traded funds from the take-over bid requirements under Ontario securities legislation.

The Ontario Securities Commission granted the requested exemption, noting that the application of take-over bid requirements would adversely impact unit liquidity and that the pricing mechanism of the funds deters control premiums.

Bridgeport Asset Management Inc. applied for exemptive relief on behalf of several investment funds to permit a fund-on-fund structure.

The applicant sought relief from restrictions prohibiting an investment fund from knowingly making an investment in a person or company in which the fund is a substantial securityholder, and from restrictions prohibiting a registered adviser from causing an investment portfolio to purchase securities of an issuer in which a responsible person is a partner, officer, or director.

The Ontario Securities Commission granted the requested relief, subject to conditions including that the top funds are distributed solely pursuant to prospectus exemptions and that no duplicative fees are payable.

The moving parties, subject to enforcement proceedings by the Ontario Securities Commission, brought a motion seeking a preliminary hearing to determine whether their software licensing arrangement constituted an 'investment contract' under the Securities Act.

They argued that Staff's decision to bring enforcement proceedings after lengthy cooperative communications amounted to unfairness.

The Commission dismissed the motion, finding no legal precedent or statutory authority to grant a conditional stay or separate preliminary hearing on the merits of the allegations.

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, Purpose Investments Inc., applied to the Ontario Securities Commission for exemptive relief from the Take-over Bid Requirements on behalf of purchasers of units in the Limited Duration Investment Grade Preferred Securities Fund.

The Commission granted the exemption, provided that any purchaser making an offer to acquire units does not beneficially own or control 20% or more of the total outstanding units of all classes of the Fund as a result of the purchase.