Caitlin R. Sainsbury

Aurora Cannabis Inc. launched a hostile take-over bid for CanniMed Therapeutics Inc., conditional on CanniMed abandoning its proposed acquisition of Newstrike Resources Ltd. Aurora applied to the Ontario Securities Commission and the Financial and Consumer Affairs Authority of Saskatchewan for exemptive relief to shorten the 105-day minimum deposit period for its bid and to cease-trade CanniMed's newly adopted shareholder rights plan.

CanniMed and its Special Committee brought cross-applications seeking to prohibit Aurora from using the 5% exemption for market purchases and to declare Aurora and certain locked-up shareholders as joint actors.

The panels held a joint hearing and determined that the 105-day minimum deposit period should not be shortened, as the Newstrike transaction was not an alternative transaction that extinguished shareholder interests.

The panels declined to prohibit Aurora from using the 5% exemption and found insufficient evidence that Aurora and the locked-up shareholders were acting jointly or in concert.

However, the panels found that Aurora had received material non-public information about CanniMed's acquisition plans, giving it a tactical advantage, and ordered Aurora to amend its take-over bid circular and news releases to disclose these circumstances.

Finally, the panels cease-traded CanniMed's shareholder rights plan, finding it to be an impermissible defensive tactic that interfered with the established take-over bid regime.

The appellant's employment was terminated in October 2012.

In December 2012, the appellant entered into a settlement agreement and release with the respondent.

In October 2014, the appellant commenced an action for wrongful dismissal, defamation, and conversion of his book of business.

The respondent brought a motion to dismiss under Rule 21.01(3)(d) based on the settlement agreement and release.

The motion judge dismissed the action, finding no breach of good faith, no fraudulent misrepresentation, and that the settlement agreement was neither unconscionable nor unenforceable.

The Court of Appeal allowed the appeal, finding that the motion judge improperly treated the Rule 21.01(3)(d) motion as a summary judgment motion and made findings of fact that were inappropriate at that stage.

A Teva employee fraudulently requisitioned and deposited 63 cheques into accounts under names matching or resembling real customers.

The majority held the collecting banks were liable in conversion because the payees were neither fictitious nor non-existing under s. 20(5) of the Bills of Exchange Act.

The Court restored the motions judge’s decision and rejected the banks’ false-payee defence.

The plaintiffs in a class action alleging a price-fixing conspiracy in the foreign exchange market moved for approval of six settlements totaling $51.5 million.

The court reviewed the settlements in light of the estimated range of total damages, the litigation risks, and the value of the settling defendants' cooperation.

Finding the settlements to be fair, reasonable, and in the best interests of the class, the court approved the settlements.

The plaintiffs brought a motion for an interlocutory injunction to restrain the defendants from soliciting customers and making defamatory statements.

The parties agreed to adjourn the main motion, but the court had to decide a jurisdiction challenge and a request for an interim injunction.

The court held that Ontario had jurisdiction, as the exclusive forum clause in the parties' recent Termination Agreement superseded the Quebec forum clause in their earlier Dealership Agreement.

However, the court denied the interim injunction, finding that the plaintiffs' year-long delay in bringing the motion undermined their claim of irreparable harm pending the return of the main motion.

Robert Connor, an investment advisor, was terminated by Scotia Capital Inc. for breaching internal policies and IIROC rules.

He subsequently signed a settlement agreement and release.

Connor later initiated a civil action against Scotia for wrongful dismissal, defamation, and conversion of his book of business.

Scotia brought a motion to dismiss the action, asserting the enforceability of the settlement agreement and release.

The court analyzed Connor's claims that Scotia breached a duty of good faith, made fraudulent misrepresentations, that the agreement was unconscionable, and that it was unenforceable due to his mental state and lack of legal advice.

The court found no merit in Connor's allegations, concluding that the settlement agreement and release were valid and enforceable.

Consequently, Scotia's motion was granted, and Connor's action was dismissed with costs.

This class action involved two motions: approval of three settlements totaling $39.2 million in an FX market price-fixing conspiracy case, and approval of Class Counsel's fees and disbursements.

The court approved the settlements, finding them fair and reasonable given the litigation risks and the stage of the proceedings.

However, the court partially denied Class Counsel's request for $9.8 million in fees, approving only an additional $2 million, citing that the achieved recovery (5 cents on the dollar against a potential $1 billion loss) was respectable but not "very good" and that the claimed litigation risks were somewhat exaggerated given prior regulatory findings and U.S. settlements.

The court emphasized the need for diligence in approving contingency fees in settlements to ensure they are provident for class members, not just counsel.

The plaintiff alleged negligence and breach of fiduciary duty against her investment advisor and related entities arising from recommendations to invest retirement assets in long-term growth securities and universal life policies rather than income-focused products.

The court held that the relationship was not fiduciary, applying broker-client fiduciary factors and emphasizing the absence of discretionary authority, the plaintiff's sophistication, and her approval of each trade.

On the negligence claim, the court found the recommended balanced long-term growth strategy was suitable having regard to the plaintiff's objectives, investment knowledge, time horizon, tax planning goals, and need for asset growth, and rejected the plaintiff's expert's hindsight-based benchmarking methodology.

The court further held that the plaintiff's losses were caused by extraordinary and unanticipated withdrawals to fund Jamaican real estate development and other expenditures, not by unsuitable advice.

The plaintiff's late motion to amend her pleadings to recast her objectives as income-focused was denied, and the action was dismissed.

Hecla Mining Company launched an insider take-over bid for Dolly Varden Silver Corporation.

Hecla applied to the Ontario and British Columbia Securities Commissions to cease trade a private placement announced by Dolly Varden, arguing it was an abusive defensive tactic.

Dolly Varden cross-applied to cease trade Hecla's bid for failing to include a formal valuation as required for insider bids.

The Commissions held simultaneous hearings.

They dismissed Hecla's application, finding the private placement was instituted for bona fide business purposes, not as a defensive tactic.

The OSC granted Dolly Varden's application, finding Hecla did not qualify for an exemption from the formal valuation requirement because it had board representation at Dolly Varden within the preceding 12 months.

The BCSC dismissed Dolly Varden's application under its public interest jurisdiction.

Hecla Mining Company applied to cease trade a private placement by Dolly Varden Silver Corporation, arguing it was an abusive defensive tactic against Hecla's take-over bid.

Dolly Varden cross-applied to cease trade Hecla's bid for failing to include a formal valuation required for insider bids under MI 61-101.

The Ontario and British Columbia Securities Commissions held simultaneous hearings.

The Commissions dismissed Hecla's applications, finding the private placement was instituted for bona fide, non-defensive business purposes.

The OSC granted Dolly Varden's application in part, finding Hecla had board representation at Dolly Varden and thus did not qualify for an exemption from the formal valuation requirement, and cease traded the bid until a valuation was provided.

The BCSC dismissed Dolly Varden's application under its public interest jurisdiction.

Staff of the Ontario Securities Commission alleged that the Scotia Dealers failed to establish, maintain, and apply appropriate controls and procedures with respect to supervision, resulting in certain clients paying excess fees.

The Scotia Dealers self-reported the inadequacies, cooperated with Staff, and entered into a no-contest settlement agreement.

The Commission approved the settlement agreement, noting the Scotia Dealers' commitment to pay compensation to affected clients, enhance policies and procedures, and make voluntary payments of $800,000 for investor education and $50,000 for costs.

The Commission found the settlement to be in the public interest.

The liquidator of LWP Capital Inc. brought a motion for declaratory relief regarding a dispute over a working capital adjustment following the sale of its special crops division to the respondent.

The applicant argued the respondent was estopped from disputing the preliminary closing working capital and that the dispute resolution mechanism in the Asset Purchase Agreement was not properly engaged.

The court dismissed the motion, finding no estoppel and holding that the dispute over the net realizable value of the inventory properly triggered the expert determination process under the agreement.

The plaintiffs sought leave to amend their statement of claim to incorporate findings from a Mutual Fund Dealers Association (MFDA) disciplinary panel concerning a salesperson, David Karas, whose conduct was central to the plaintiffs' indemnity claim against the defendant.

The defendant opposed the amendments, arguing irrelevance, improper pleading of similar fact evidence, and inadmissibility of the panel's findings.

The Master found the proposed amendments relevant and determined they did not improperly plead similar fact evidence.

The Master allowed most of the amendments, permitting the pleading of the MFDA panel's conclusions regarding specific rule breaches and the imposed penalty, but disallowed the pleading of the panel's "reasons" or characterizations of Karas's conduct.

The decision clarified that the admissibility and weight of such regulatory findings in the civil action would be determined by the trial judge.

The moving party sought leave to appeal an order upholding a Master's decision that denied relief from the deemed undertaking rule.

The moving party wished to disclose discovery documents to regulatory authorities regarding alleged securities infractions and to police regarding alleged perjury by a defendant.

The Divisional Court dismissed the motion for leave to appeal, finding no conflicting decisions and no reason to doubt the correctness of the lower court's application of the Supreme Court's framework.

The court emphasized that bald allegations without documentary evidence are insufficient to establish the exceptional circumstances required to override the deemed undertaking rule.

The appellant appealed a master's decision refusing relief from the deemed undertaking rule to permit use of discovery evidence outside the litigation.

The moving party sought to disclose documentary discovery to a securities regulator and to police authorities in order to report alleged regulatory violations and perjury by a non-party.

The court held that relief from the deemed undertaking rule requires an evidentiary foundation demonstrating a superior public interest in disclosure, consistent with the principles in Juman v. Doucette.

The appellant failed to provide the discovery documents or identify the specific regulatory or criminal violations allegedly revealed, and its affidavit evidence was speculative and inadmissible in parts.

The appeal was dismissed.

Following a merits decision finding multiple respondents liable for insider trading, tipping, and misleading Staff, the Ontario Securities Commission held a hearing to determine appropriate sanctions and costs.

The Commission ordered permanent market prohibitions against the tipper and the most egregious trader, along with substantial administrative penalties and costs.

Other respondents received 15-year market prohibitions with limited carve-outs, administrative penalties, and disgorgement orders.

The Commission emphasized the importance of general and specific deterrence, particularly given the respondents' roles as registrants and their efforts to conceal their misconduct.

The plaintiff moved for relief from the deemed undertaking rule to permit use of discovery evidence outside the civil proceedings, both to make a securities-regulatory complaint against one defendant and to report alleged perjury by another defendant to police and Crown counsel.

Applying the exceptional-circumstances and superior-public-interest framework from Juman v. Doucette, the court held that relief from the undertaking requires a sufficient evidentiary record, including the relevant documents or transcripts, to support at least a prima facie case.

The evidence relating to alleged securities violations was speculative and unsupported by the actual records said to substantiate the misconduct.

The evidence relating to alleged perjury consisted of improper affidavit assertions without the underlying transcripts or documentary contradictions.

The motion was dismissed in its entirety.

The applicant sought recognition and enforcement of a Florida court's letters rogatory in support of post-divorce litigation alleging fraudulent concealment of matrimonial assets through a Canadian corporation.

Applying the six guideposts governing letters rogatory enforcement, the court held the requested evidence was relevant, necessary for trial, not otherwise obtainable, sufficiently specific, and not contrary to public policy.

The court rejected most overbreadth and burden objections, but narrowed one document request by replacing “and/or” with “and” and declined to compel production of entire employment files.

The request was otherwise enforced.

The appellants guaranteed loan facilities provided by the respondent bank to a corporate debtor.

After the debtor defaulted, the bank appointed a receiver and sued the appellants for the shortfall.

The motion judge granted summary judgment to the bank.

On appeal, the appellants argued the bank acted commercially unreasonably by not allowing the debtor to be sold as a going concern and that material variations to the loan discharged their guarantees.

The Court of Appeal dismissed the appeal, finding the bank had no duty to continue extending credit and that the variations were authorized by the guarantee agreements.

The applicant sought judicial review of an Ontario Securities Commission decision dismissing its application to review an IIROC Hearing Panel's refusal to stay proceedings.

The applicant argued that IIROC lacked jurisdiction and could not provide procedural fairness because it lacked the power to compel non-member witnesses, which would prevent the applicant from making full answer and defence.

The Divisional Court dismissed the application, finding that the Commission reasonably concluded the stay motion was premature, as any prejudice regarding missing evidence is best assessed during the hearing on the merits.