Johanna Braden

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 Ontario Securities Commission brought a motion requesting that the adjudicator recuse herself from the merits panel due to a reasonable apprehension of bias.

The adjudicator had a social relationship with a key witness for the Commission, having previously worked with the witness's spouse and attended their wedding.

The respondents opposed the motion, arguing that the capital markets community is small and such connections are common.

The adjudicator granted the motion and recused herself, finding that a reasonable person would conclude the social relationship could influence her assessment of the witness's credibility.

The respondents brought a motion mid-way through a merits hearing to permanently stay the enforcement proceeding against them, alleging the Ontario Securities Commission committed an abuse of process by repeatedly withholding relevant documents and misunderstanding its disclosure obligations.

The Capital Markets Tribunal determined it was appropriate to hear the motion before concluding the merits hearing.

On the merits of the motion, the Tribunal found that while the Commission made several errors regarding its disclosure obligations—including failing to disclose English translations of Chinese documents and certain correspondence—its conduct did not amount to an abuse of process warranting a stay.

The Tribunal dismissed the stay motion but ordered the Commission to conduct a further review of its disclosure and produce any additional relevant non-privileged documents, including new or different information obtained during witness preparation.

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 alleged that the respondents engaged in an illegal distribution of Canopy Growth Corporation shares and that Cormark and Kennedy failed to deal fairly, honestly, and in good faith with Canopy, or alternatively, acted contrary to the public interest.

The allegations centered on a series of transactions involving a private placement, a securities loan agreement, and short sales executed when Canopy was added to the TSX composite index.

The Capital Markets Tribunal dismissed all allegations, finding that the transactions did not constitute an illegal distribution under the extended definition, Canopy was not a client of Cormark or Kennedy, and the respondents did not mislead Canopy or otherwise engage the Tribunal's public interest jurisdiction.

The appellant, a registered mutual fund salesperson, appealed a decision finding he breached his duty to deal fairly, honestly, and in good faith with a vulnerable client by accepting power of attorney and being named sole beneficiary of her estate.

He also appealed the resulting sanctions, including a permanent ban and a $500,000 administrative penalty.

The respondent cross-appealed the Tribunal's refusal to order disgorgement of the testamentary benefit.

The Divisional Court dismissed both the appeal and the cross-appeal, finding no errors in the Tribunal's jurisdiction, factual findings, or penalty assessments.

The applicant, Oscar Furtado, brought a motion to adjourn the merits hearing due to ongoing health issues, supported by an independent medical examination from a psychiatrist.

Staff of the Ontario Securities Commission did not oppose the adjournment.

The Capital Markets Tribunal found that the medical evidence established exceptional circumstances, as the applicant required time to stabilize and meaningfully participate in the hearing.

The Tribunal granted the adjournment to July 2024.

The Tribunal also ordered that specific portions of the medical report detailing symptoms and diagnosis be redacted to protect the applicant's privacy, while general context and conclusions remain public.

Oscar Furtado brought a motion to adjourn the merits hearing on medical and disclosure grounds, to compel further disclosure from Staff, and to keep parts of the hearing and record confidential.

The Tribunal dismissed the adjournment request, finding the medical evidence insufficient to establish exceptional circumstances and no delay in disclosure warranting an adjournment.

The Tribunal also dismissed the disclosure request, finding Staff met its obligations.

The Tribunal granted the confidentiality request in part, ordering redactions of specific medical details and certain exhibits to balance the open court principle with Furtado's privacy interests.

The respondent, Silvio Serrano, brought a motion seeking disclosure of unredacted transcripts of compelled interviews and an unredacted confidentiality order, or in the alternative, a stay of the enforcement proceeding against him.

The Capital Markets Tribunal found that the redacted information met the test for disclosure and was necessary for Serrano to make full answer and defence.

However, an existing confidentiality order prevented Staff from disclosing the information, and the Tribunal declined to vary or vacate that order.

Concluding that proceeding without the disclosure would cause actual prejudice and constitute an abuse of process, the Tribunal granted a stay of the proceeding against Serrano.

The respondents, David and Natasha Sharpe, brought motions to stay the enforcement proceeding against them, alleging abuse of process.

They argued that the Ontario Securities Commission improperly filed their compelled testimony in a court application for a receiver without obtaining a section 17 order under the Securities Act, thereby prejudicing their right to a fair hearing and bringing the administration of justice into disrepute.

The Capital Markets Tribunal dismissed the motions, finding that the public availability of the compelled evidence did not prejudice their right to a fair hearing, as any potential witness tainting could be addressed through cross-examination.

Furthermore, the Tribunal concluded that the Commission's conduct, while based on a mistaken interpretation of the law, was not in bad faith and did not constitute the rare and exceptional circumstances required to justify a stay of proceedings.

The applicants, David and Natasha Sharpe, sought to vary an earlier Tribunal decision that denied their request for disclosure in support of their pending motions to stay the proceeding for abuse of process.

They argued that the Supreme Court of Canada's recent decision in R v Haevischer, which established a 'manifestly frivolous' standard for summary dismissal of stay applications in criminal cases, changed the applicable law.

The Tribunal dismissed the application, finding that Haevischer applies specifically to criminal cases and summary dismissals of stay applications, not to disclosure requests in administrative proceedings where the onus lies on the party seeking disclosure.

The respondents moved to stay an enforcement proceeding and requested the Tribunal issue summonses to five members of OSC Staff to testify at the stay motion hearing.

The respondents sought evidence regarding the OSC's decision to include compelled evidence in a receivership application without a section 17 order.

The Tribunal dismissed the request, finding it was an impermissible attempt to re-litigate issues already decided in a previous motion for documentary disclosure, and that the respondents failed to establish a reasonable basis that the summonses would lead to relevant evidence of abusive conduct.

The moving party brought a motion to quash an application for judicial review of an interlocutory disclosure decision made by the Capital Markets Tribunal.

The applicants sought to review the Tribunal's dismissal of their motion for additional disclosure, which they argued was necessary for their upcoming stay motions.

The Divisional Court granted the motion to quash, finding that the application was premature and that the applicants failed to demonstrate exceptional circumstances warranting early intervention in the ongoing administrative proceedings.

Staff of the Ontario Securities Commission brought motions seeking further witness summaries from the respondents and the dismissal of the respondents' stay motions.

The respondents argued that the scheduling of these motions should be delayed pending their application for judicial review of a previous Tribunal decision.

The Tribunal held that the judicial review application should not delay the proceeding.

The Tribunal scheduled the motion for further witness summaries to be heard orally, treated Staff's motion to dismiss the stay motions as withdrawn, and set a schedule for the exchange of materials for the stay motions.

The respondents, David and Natasha Sharpe, brought a motion to adjourn their motions for a stay of proceedings, the merits hearing, and related filing dates until their judicial review application of a prior Tribunal decision is determined by the Divisional Court.

The Capital Markets Tribunal dismissed the motion, finding that the pending judicial review application did not constitute an 'exceptional circumstance' under Rule 29(1) of the Tribunal's Rules of Procedure.

The Tribunal emphasized the public interest in proceeding expeditiously and noted that the mere filing of a judicial review application does not automatically warrant an adjournment.

Following a merits decision finding that the respondent mutual fund sales representative acted unfairly, dishonestly, and in bad faith towards a vulnerable client by failing to manage conflicts of interest, the Capital Markets Tribunal held a sanctions and costs hearing.

The respondent had accepted appointments as attorney for property and alternate executor, and was named sole beneficiary of the client's estate, without immediately reporting these conflicts to his employer.

The Tribunal ordered permanent market bans, including a director and officer ban, and an administrative penalty of $500,000.

The Tribunal declined to order disgorgement of the estate's value, finding no causal connection between the breach and the testamentary gift.

Costs of $85,000 were awarded to Staff.

David and Natasha Sharpe brought motions for disclosure of various documents to support their motions for a stay of proceedings based on an alleged abuse of process.

The alleged abuse was the Ontario Securities Commission's filing of their compelled testimony in a public court record for a receivership application without first obtaining a section 17 order.

The Capital Markets Tribunal dismissed the disclosure motions, finding that the Sharpes failed to establish a tenable case of abuse of process, as the disclosure occurred in a separate proceeding, did not affect the adjudicative fairness of the current proceeding, and there was no evidence of bad faith by OSC Staff.

The respondent, former Chief Compliance Officer of Bridging Finance Inc., brought a motion for an expedited or separate merits hearing regarding the allegations against him, citing financial constraints.

Staff of the Ontario Securities Commission and other respondents opposed the motion.

The Capital Markets Tribunal dismissed the motion, finding that the allegations against the moving party were inextricably intertwined with those against the other respondents, and that his proposed mechanisms would not result in a just, expeditious, and cost-effective proceeding.

The respondents David and Natasha Sharpe brought motions to stay the enforcement proceeding, alleging abuse of process related to the Commission's use of compelled evidence without a section 17 order.

The Tribunal held a scheduling hearing and determined that the stay motions should be heard before the merits hearing, as the potential efficiencies outweighed the risk of duplicated effort.

The Tribunal also declined to delay the stay motions pending the outcome of a related judicial review application, citing the public interest in proceeding expeditiously.

A schedule was set for the disclosure motions, stay motions, and the merits hearing.

Staff of the Ontario Securities Commission alleged that the respondents contravened the Securities Act by making misleading statements in offering memoranda and misappropriating investor funds.

The Settling Respondents (Canada Cannabis Corporation, Canadian Cannabis Corporation, and Benjamin Ward) entered into a settlement agreement admitting to breaches of the Act.

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

The sanctions included permanent market bans for the corporate respondents, a six-year director and officer ban for Ward, and a $10,000 costs order against Ward.