Tim Moseley

The applicant, a reporting issuer subject to a confidential investigation order under s. 11 of the Securities Act, applied under s. 17 for authorization to disclose the investigation to its regulator and auditors.

The applicant sought a broad order covering the existing investigation order, any future related orders, and any additional information required by the regulator or auditor.

The Tribunal granted the application in part, authorizing disclosure of the existing order and any future orders that merely change the investigators, but declined to grant a blanket authorization for unspecified future orders or information due to a lack of precision.

The applicant, a private party, sought standing to bring an application under s. 127(1) of the Securities Act to cease trade the shares of the respondent corporation.

The applicant alleged the respondent's non-offering prospectus contained a misrepresentation regarding the completion of an amalgamation with its Peruvian subsidiary, which the applicant argued could prejudice its contingent creditor claim in Peru.

The Capital Markets Tribunal dismissed the motion for standing, finding that the applicant failed to raise its concerns with Commission staff first, the allegations did not raise a novel securities law issue, the Tribunal was not the appropriate forum to adjudicate Peruvian corporate law, and the applicant was not directly affected by the alleged conduct.

The Capital Markets Tribunal heard three procedural motions ahead of a scheduled merits hearing.

The respondents Emerge Canada Inc. and Lisa Langley sought an adjournment to retain counsel, which the Tribunal dismissed for failing to demonstrate exceptional circumstances.

The Tribunal granted the Ontario Securities Commission's motion requiring Emerge and Langley to provide further and better witness summaries.

Finally, the Tribunal dismissed the Commission's motion to pre-emptively exclude the anticipated factual testimony of a witness, finding it premature, but ordered the respondents to provide a more detailed summary of his expected evidence.

In an enforcement proceeding alleging false sales communications regarding ESG factors, the respondent Som Seif brought a motion for further disclosure and particulars.

The Capital Markets Tribunal dismissed the motion for disclosure, finding the requested correspondence with other fund managers and internal Commission documents irrelevant to the allegations.

The Tribunal also declined to order the Commission to produce a privilege log.

The motion for particulars was dismissed after the Commission undertook to clarify which specific statements Seif allegedly reviewed, edited, or provided quotes for, with the Tribunal finding the remaining allegations sufficiently particularized.

The applicant sought a cease trade order against the respondent, alleging its prospectus contained a material misrepresentation regarding an amalgamation in Peru.

The respondent requested that the proceeding be bifurcated to determine the applicant's standing before hearing the merits.

The Tribunal granted the request to bifurcate, finding no urgency, meaningfully different issues between the standing and merits stages, and potential efficiencies in separating the hearings.

A schedule for the bifurcated proceeding was ordered.

The Ontario Securities Commission alleged that the respondent engaged in illegal insider trading by purchasing shares of a target company while possessing material non-public information obtained through his employment.

The parties reached a settlement agreement wherein the respondent admitted to the misconduct.

The Capital Markets Tribunal approved the settlement, finding it reasonable and in the public interest.

The respondent was ordered to pay an administrative penalty of $235,000, investigation costs of $22,336.27, and was subjected to ten-year market bans and a reprimand.

The Ontario Securities Commission sought approval of a settlement agreement with Kallo Inc., its CEO, and an employee.

The respondents admitted to making materially false or misleading statements regarding non-existent healthcare infrastructure contracts with African governments, contrary to s. 126.2(1) of the Securities Act.

The Tribunal approved the settlement, imposing an administrative penalty of $200,000, costs of $55,000, and various market participation bans, finding the terms reasonable and in the public interest.

The Ontario Securities Commission brought allegations against Manticore Labs OÜ and Manticore Labs Inc., operators of the CoinField crypto asset trading platform, for violations of the Securities Act.

The Capital Markets Tribunal found that the crypto contracts offered by CoinField were 'investment contracts' and therefore securities.

The Tribunal concluded that the respondents engaged in the business of trading securities without registration, distributed securities without a prospectus, and made false or misleading statements to investors regarding the safety of their funds and withdrawal delays.

The Tribunal also found that the respondents' failure to maintain proper custody of investors' assets and honour withdrawal requests justified a public interest order under s. 127(1) of the Act.

A subsequent hearing was ordered to determine sanctions and costs.

Staff of the Ontario Securities Commission alleged that Royal Bank of Canada failed to properly account for costs incurred for internally developed software, in breach of the books and records requirements under s. 19(1) of the Securities Act.

The parties entered into a no-contest settlement agreement wherein Royal Bank agreed to make a voluntary payment of $2,000,000 to the OSC, alongside payments to other regulators.

The Capital Markets Tribunal approved the settlement, finding it fell within a range of reasonable outcomes and was in the public interest, noting Royal Bank's prompt cooperation and proactive corrective measures.

In an enforcement proceeding against Stableview Asset Management Inc. and Colin Fisher, Staff served draft affidavits of three witnesses.

Fisher brought a motion to exclude portions of the affidavits on the grounds that they were irrelevant, contained improper opinion evidence, drew legal conclusions, or were improper hearsay.

The Tribunal ruled that significant portions of the affidavits were inadmissible at the merits hearing because they were irrelevant to the Statement of Allegations or constituted improper opinion evidence from non-expert witnesses.

The Ontario Securities Commission and other provincial securities regulators revoked exemptive relief previously granted to Kinross Gold Corporation in 2009.

The original relief exempted certain insiders from insider reporting requirements for sales under an automatic securities disposition plan (ASDP).

Following the publication of CSA Staff Notice 55-317, which provided new guidance on ASDPs to promote transparency, the regulators determined that the prior relief was inconsistent with the new principles and revoked it in the public interest.

Fitch Ratings, Inc. applied to the Ontario Securities Commission for an amended and restated designation order under National Instrument 25-101.

The application sought to add Fitch Ireland as a designated rating organization affiliate and remove several other entities that had ceased rating activities.

The Commission, acting as principal regulator under the passport system, granted the order, revoking the previous 2012 designation and designating the filer and its specified affiliates as designated rating organizations.

The Asian Infrastructure Investment Bank applied for an exemption from the prospectus requirement under section 53 of the Securities Act for debt securities issued or guaranteed by it in Canadian or US dollars.

The Filer is a multilateral development bank but is not listed as a 'permitted supranational agency' under NI 45-106.

The Ontario Securities Commission granted the exemption, finding the Filer is similar to permitted supranational agencies, subject to a two-year sunset clause.

The Filer applied for exemptive relief on behalf of an interval fund to permit it to deviate from certain requirements under National Instruments 41-101, 81-101, 81-102, and 81-106, as well as the Securities Act.

The relief sought included exemptions related to prospectus delivery, payment of redemption proceeds, illiquid asset restrictions, concentration restrictions, control restrictions, and NAV calculation frequency.

The Ontario Securities Commission granted the requested relief, subject to specific conditions designed to ensure adequate disclosure, liquidity management, and investor protection.

The International Development Association (the Filer) applied to the Ontario Securities Commission for an exemption from the prospectus requirement under section 53 of the Securities Act for debt securities payable in Canadian or US currency.

The Filer, a member of the World Bank Group, argued it is substantially similar to other permitted supranational agencies that already benefit from a prospectus exemption under NI 45-106.

The Commission granted the requested exemptive relief, provided the debt securities are payable in Canadian or US currency.

Fidelity Investments Canada ULC applied for exemptive relief on behalf of its proposed and future exchange-traded funds (ETFs) to permit the ETFs to accept digital assets (bitcoin and ether) as subscription proceeds for creation units, and to purchase and sell crypto contracts from and to its affiliate, Fidelity Clearing Canada ULC.

The Ontario Securities Commission granted the requested relief, subject to conditions including that digital assets be acquired on regulated exchanges and delivered directly to the ETF's custodian, and that transactions in crypto contracts be approved by the independent review committee.

The Filers applied for exemptive relief from continuous disclosure, certification, audit committee, corporate governance, and insider reporting requirements for Telesat Partnership LP.

The Partnership will be an exchangeable security issuer, but its exchangeable units do not meet the strict definition of 'designated exchangeable securities' because they have only substantially equivalent economic rights to the corresponding class of Issuer Shares.

The Ontario Securities Commission granted the requested relief, subject to conditions including that the Issuer and Partnership continue to satisfy modified conditions of the exchangeable security issuer exemption and provide specific disclosure regarding the differences in rights.

The Filers applied to the Ontario Securities Commission for an exemption from the prospectus requirement under section 53 of the Securities Act for first trades of ordinary shares and incentive ordinary shares acquired during a specific period.

The Commission found that granting the requested relief would not be prejudicial to the public interest and granted the exemption, subject to conditions including that the trades be made through an exchange or market outside of Canada or to a person outside of Canada.

Pattern Energy Group Inc. applied to the Ontario Securities Commission for an order to cease to be a reporting issuer in all jurisdictions of Canada following a going-private transaction.

The Filer was acquired by a subsidiary of the Canada Pension Plan Investment Board and its common shares were delisted from the TSX and Nasdaq.

The Commission granted the order, finding that the Filer met the requirements under the legislation.

DowDuPont Inc. applied for an exemption from the prospectus requirement under section 53 of the Securities Act in connection with the proposed spin-offs of its subsidiaries, Dow Inc. and Corteva, Inc. The spin-offs would be effected by way of a dividend in specie to shareholders resident in Canada.

The Ontario Securities Commission granted the exemption, provided that the first trade in the distributed shares is deemed a distribution subject to section 2.6 of National Instrument 45-102.