Charlie Pettypiece

The applicant, newly self-represented, sought an adjournment of a long-scheduled merits hearing two weeks before it was to commence.

He argued he needed time to prepare, respond to a parallel injunction hearing, and gather new evidence.

The Capital Markets Tribunal applied the test under subrule 34(1) of its Rules of Procedure, which requires exceptional circumstances to grant an adjournment.

The Tribunal found that the applicant's change in representation, the parallel proceeding, and his desire to adduce new evidence did not constitute exceptional circumstances.

The adjournment motion was dismissed.

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 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.

Riot Platforms, Inc., the largest shareholder of Bitfarms Ltd., applied to the Capital Markets Tribunal for an order under s. 127(1) of the Securities Act to cease trade a shareholder rights plan adopted by Bitfarms.

The plan featured a 15% trigger, which was below the 20% threshold established in the take-over bid regime.

Riot did not allege a contravention of Ontario securities law but argued the plan was contrary to the public interest.

The Tribunal clarified the standard for intervening without a contravention, holding that an applicant must demonstrate the conduct undermines clearly discernible animating principles of securities law in a real and substantial way, with a public dimension.

The Tribunal found that the 15% trigger undermined the predictability and certainty of the take-over bid regime.

As Bitfarms failed to demonstrate exceptional circumstances justifying the departure from the 20% threshold, the Tribunal concluded it was in the public interest to cease trade the plan.

Following a merits decision finding that the respondents engaged in illegal distribution of securities, unregistered trading, securities fraud, and improper revenue recognition, the Capital Markets Tribunal determined the appropriate sanctions and costs.

The Tribunal ordered disgorgement totaling $4.91 million, administrative penalties totaling $3.175 million, and significant market restrictions, including permanent bans for the GBR parties and multi-year bans for the First Global parties.

The Tribunal also ordered the respondents to pay costs totaling $1,080,285, apportioned based on their respective roles and the time spent investigating and litigating the various contraventions.

The respondent Alli brought a motion for a stay of proceedings, alleging that Staff's former outside counsel was in a conflict of interest and had concocted a fraud allegation to bully him into a settlement.

Staff brought a motion to dismiss Alli's motion on a preliminary basis.

The Capital Markets Tribunal granted Staff's motion and dismissed the request for a stay, finding that Alli had significantly delayed bringing the motion without reasonable explanation, the issues raised were irrelevant to the proceeding, and he failed to meet the high bar for a stay.

The Tribunal also dismissed Alli's request for declaratory relief and granted Staff's request to strike portions of Alli's affidavit and closing submissions that improperly disclosed privileged and irrelevant information.

On the eve of a complex 40-day merits hearing, a self-represented respondent requested a 30-day adjournment, citing a recent loss of counsel, the need to retain new counsel, and medical issues.

The Capital Markets Tribunal dismissed the request, finding that the respondent failed to establish exceptional circumstances as required by Rule 29(1) of the Rules of Procedure and Forms.

The Tribunal noted the lack of explanation for the loss of counsel, the absence of medical evidence, and the significant disruption and costs an adjournment would cause to the multiple parties and witnesses involved.

In an enforcement proceeding, the respondents objected to the Commission's intention to conduct the merits hearing by videoconference due to the COVID-19 pandemic.

The respondents argued that a videoconference hearing would be unfair, slower, more expensive, and inadequate for assessing credibility.

The Commission held that proceeding by videoconference is consistent with the objective of conducting proceedings expeditiously and cost-effectively.

The respondents failed to establish that an electronic hearing would cause them significant prejudice under section 5.2(2) of the Statutory Powers Procedure Act.

The Commission ordered the merits hearing to proceed by videoconference.

Staff of the Ontario Securities Commission and the respondents sought approval of a settlement agreement regarding the respondents' operation of a crypto asset mining business.

The respondents admitted to engaging in unregistered trading, illegal distribution of securities, and making prohibited representations to investors.

The Commission found that the respondents raised over $364,000 from 43 investors through investment contracts promising guaranteed returns, while failing to purchase the necessary mining rigs or protect the funds.

The Commission approved the settlement, ordering administrative penalties, disgorgement, costs, and market bans, noting the respondents' cooperation and partial repayment to investors.

The applicant filed a human rights complaint alleging discrimination on multiple grounds, including disability and age, following a 75-minute power outage that affected her CPAP machine.

She also alleged discrimination and reprisal related to the respondents' efforts to collect court-ordered costs from a previous Small Claims Court proceeding.

The Tribunal held a summary hearing and dismissed the application, finding no reasonable prospect of success as the applicant could not point to any evidence linking the respondents' actions to any protected ground under the Code.

The plaintiffs sought leave under s. 138.8 of the Securities Act and certification under the Class Proceedings Act for a proposed securities class action.

The plaintiffs alleged that the defendants misrepresented the company's ability to maintain its dividend, causing shareholders and debenture-holders to sustain losses when the dividend was cut.

The court dismissed the leave motion, finding no reasonable possibility that the secondary market misrepresentation claims would succeed at trial, as the defendants' statements were based on a genuine belief in their growth strategy at the time.

The court also dismissed the certification motion, holding that a class proceeding was not the preferable procedure for the remaining common law negligent misrepresentation claims, which require individualized proof of reliance.