The appellants, former officers of Coventree Inc., appealed a decision of the Ontario Securities Commission finding that they authorized, permitted, or acquiesced in Coventree's failure to disclose material changes in its business, contrary to section 75 of the Securities Act.
The Commission had found that changes to credit rating criteria and a subsequent disruption in the asset-backed commercial paper market constituted material changes requiring immediate disclosure.
The Divisional Court applied a reasonableness standard of review, concluding that the Commission applied the correct legal tests, based its findings on sufficient evidence, and reasonably exercised its public interest jurisdiction in sanctioning the appellants.
The appeals were dismissed.
