Paulette L. Kennedy

The applicant applied under section 144 of the Securities Act to revoke a 2008 Commission order approving a settlement agreement regarding allegations of tipping.

The applicant argued that Staff failed to disclose an ongoing investigation into a key witness for breaching a cease trade order, which would have undermined the witness's credibility and altered the applicant's decision to settle.

The Commission found it had jurisdiction to hear the application but dismissed it on the merits.

The Commission held that the applicant's decision to settle was voluntary, unequivocal, and informed, and that Staff had fulfilled its disclosure obligations by orally informing the applicant's counsel of the investigation.

Furthermore, the undisclosed information regarding the witness's unintentional breach of the cease trade order was not crucial and would not have likely affected the outcome of the proceedings.

Deutsche Bank Securities Limited applied to the Ontario Securities Commission for a hearing and review of a decision by an IIROC Hearing Panel that dismissed its motion to stay a Notice of Hearing.

The applicant argued that IIROC lacked jurisdiction because it could not compel evidence from non-members, thereby denying the applicant the right to make full answer and defence.

The Commission dismissed the application, finding that the IIROC Hearing Panel correctly applied the law by reserving the stay decision until the extent of any prejudice could be assessed at a hearing on the merits.

The Commission also held that the application was premature.

Following a merits decision finding the respondents engaged in a fraudulent boiler room investment scheme that raised over US $2.2 million from investors, the Ontario Securities Commission held a hearing to determine sanctions and costs.

The Commission ordered permanent trading and market prohibitions against all respondents, with a limited RRSP carve-out for one respondent.

The individual respondents were ordered to pay administrative penalties ranging from $100,000 to $350,000, reflecting their respective roles in the fraud.

The Commission also ordered disgorgement of the funds obtained from investors, totaling over $2.1 million, and apportioned Staff's hearing costs of $85,758.94 among the respondents.

The monetary sanctions were ordered to be allocated for the benefit of third parties, including the defrauded investors.

Staff of the Ontario Securities Commission applied for a temporary order against the respondents, alleging they engaged in unregistered advising and made misleading statements to Staff.

The Commission found sufficient evidence that the individual respondent was providing investment advice to Ontario clients for compensation without registration, and that he had been evasive and uncooperative during the investigation.

Concluding that the conduct may be harmful to the public interest, the Commission issued a temporary order requiring the respondents to cease trading in securities, with limited exceptions, and removing their access to exemptions under Ontario securities law pending a hearing on the merits.

The Filers, Mackenzie Financial Corporation and Counsel Portfolio Services Inc., applied for exemptive relief from subsection 5.1(a) of National Instrument 81-105.

The relief sought would permit the Filers to pay participating dealers direct costs incurred relating to cooperative marketing initiatives where the primary purpose is to provide educational information concerning tax or estate planning matters.

The Ontario Securities Commission granted the exemption, subject to conditions ensuring the information is purely educational and no financial incentives are provided for recommending the Filers' funds.

The Filer, a subsidiary of a global real estate developer, applied for exemptive relief from the prospectus requirements for first trades of its securities.

Although 88% of the Filer's common shares are held by Canadian-resident trusts, the ultimate beneficiaries are non-residents.

The Ontario Securities Commission granted the relief, revoking a previous order and issuing a new one that aligns with the first trade exemption in National Instrument 45-102, effectively excluding the Canadian-resident trusts from the 10% Canadian ownership calculation.

The filer applied to the Ontario Securities Commission for exemptive relief from prohibitions against mutual funds investing in related shareholders, related parties, and related issuers.

The relief was sought to permit the pooled funds to purchase non-exchange-traded debt securities of related persons in the secondary market.

The Commission granted the requested relief, subject to conditions including that the purchases be consistent with the funds' investment objectives, be approved by an independent review committee, and comply with pricing and reporting requirements.

The applicants, Legg Mason Canada Inc. and two pooled funds, sought exemptive relief from the mutual fund conflict of interest investment restrictions in the Securities Act and the self-dealing prohibition in National Instrument 31-103.

The relief was requested to permit the pooled funds to invest in underlying pooled funds under common management, and to revoke a prior decision to expand the list of underlying funds.

The Ontario Securities Commission granted the requested relief, subject to conditions including that the pooled funds are distributed on a private placement basis and that no duplicative management or incentive fees are payable.

The applicants sought exemptive relief from the mutual fund conflict of interest investment restrictions in the Securities Act and the self-dealing prohibition in National Instrument 31-103.

The relief was requested to permit the pooled funds to invest in underlying pooled funds under common management, and to revoke a prior decision to expand the list of underlying funds.

The Ontario Securities Commission granted the requested relief, subject to conditions including that the securities of the pooled funds are distributed only on a private placement basis and that no duplicative management or incentive fees are payable.

Following a merits decision finding that the respondents engaged in unregistered trading, illegal distributions, and in some cases fraud, the Ontario Securities Commission determined the appropriate sanctions and costs.

Although investors did not lose money because the principal respondents voluntarily repaid the capital with 18% interest, the Commission imposed significant administrative penalties, trading bans, and director/officer bans to deter future misconduct.

Disgorgement was not ordered.

Costs of $180,000 were awarded against the principal respondents.

The applicant, Goodman & Company, Investment Counsel Ltd., applied on behalf of various mutual and pooled funds for exemptive relief from the prohibitions in the Securities Act and National Instrument 31-103 against investing in related parties.

The Ontario Securities Commission granted the relief, permitting the funds to purchase and hold non-exchange-traded debt securities and exchange-traded securities of related parties in the primary and secondary markets, subject to conditions including independent review committee approval and pricing requirements.

The applicant, a French issuer, applied for exemptive relief from the prospectus and registration requirements of the Securities Act in connection with a global employee share offering.

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

The Ontario Securities Commission granted the requested relief, subject to conditions regarding the first trade of the securities, noting that the Canadian participants would receive disclosure documents, the number of Canadian participants was de minimis, and there was no market for the issuer's securities in Canada.

The filer applied for exemptive relief from the related issuer requirements and conflict of interest prohibitions under the Securities Act and National Instrument 31-103.

The relief was sought to permit mutual funds and pooled funds to invest in debt and equity securities of related issuers in the secondary market and primary offerings, and to permit pooled funds to invest in underlying funds.

The Ontario Securities Commission granted the requested relief, subject to conditions including approval by the funds' independent review committees, compliance with independent pricing and transparency requirements, and investment restrictions for primary offerings.

Staff of the Ontario Securities Commission alleged that the respondents engaged in an illegal scheme to sell securities (Borealis Guaranteed Return Investment Certificates) without registration or a prospectus, and that the scheme was fraudulent.

The respondents raised over $16 million from investors by promising 18% annual returns and falsely representing that the funds would be deposited with a trust company to leverage loans for small businesses, and that the investments were fully insured by CDIC and reinsured by major international insurers.

The Commission found that the Borealis GRIC was an investment contract and therefore a security.

The Commission concluded that several corporate and individual respondents, including the key organizers, traded without registration, distributed securities without a prospectus, and perpetrated a fraud on investors by making material misrepresentations about the security and insurance of the investments.

Certain peripheral respondents were found to have traded illegally but were not found liable for fraud.

The filer, SW8 Asset Management Inc., applied for exemptive relief from the mutual fund self-dealing restrictions in the Securities Act and the conflicts of interest provisions in National Instrument 31-103.

The relief was sought to permit a fund-of-fund structure where the top funds and underlying funds share the same investment fund manager and portfolio advisor.

The Ontario Securities Commission granted the requested relief subject to standard conditions for fund-of-fund structures, including disclosure requirements and restrictions on duplicative fees.

Nunavut Iron Ore Acquisition Inc. applied to the Ontario Securities Commission for an order cease trading the shareholder rights plan of Baffinland Iron Mines Corporation.

Nunavut had made an unsolicited takeover bid for Baffinland, which was followed by a higher competing offer from ArcelorMittal supported by the Baffinland board.

The Commission found that the rights plan had served its purpose by facilitating an auction and generating a competing bid.

Maintaining the rights plan would only serve to eliminate the timing advantage of Nunavut's first-in-time offer and force an extension, potentially depriving shareholders of a revised offer.

The Commission concluded it was in the public interest to cease trade the rights plan immediately, allowing shareholders to decide between the competing offers.

The applicants, a U.S. parent company and its subsidiary, sought relief from the prospectus requirement under the Securities Act to distribute shares of the subsidiary to the parent's shareholders.

The parent company is a public company in the U.S. but not a reporting issuer in Canada, and has a de minimis shareholder presence in Canada.

The Ontario Securities Commission granted the exemption, noting that no investment decision was required from Canadian shareholders to receive the distributed shares.

The applicants, Gryphon Investment Counsel Inc. and Gryphon Balanced Fund, applied for exemptive relief from the investment restrictions in the Securities Act.

The relief sought would permit the top fund to invest in a bottom fund managed by an associate of the top fund's manager in a fund-on-fund structure.

The Ontario Securities Commission granted the requested relief, subject to standard conditions for fund-on-fund structures, including that no duplicate management or incentive fees are payable.

General Motors Company applied for exemptive relief from the prospectus and registration requirements under the Securities Act to permit the posting of electronic roadshow materials on commercial websites during the waiting period of a cross-border offering.

The Ontario Securities Commission granted the relief, subject to conditions including the provision of a contractual right of action for Canadian purchasers in the event of a misrepresentation in the materials.

Following his criminal conviction for insider trading, Staff of the Ontario Securities Commission sought an order imposing sanctions against the respondent under subsection 127(1) of the Securities Act.

The Commission found that it had jurisdiction under subsection 127(10) to make a public interest order based on the criminal conviction.

The Commission ordered a 12-year prohibition on trading and acquiring securities, with a limited carve-out for registered retirement accounts, and a 12-year ban on acting as a director or officer of a reporting issuer.