Kelley McKinnon

The appellant, a major unitholder in a real estate investment trust, sought declarations that the trust's trustees were removed from office by written consents and therefore lacked authority to close a private placement.

The application judge dismissed the application, finding that even if the consents were valid, the trustees continued in office until replaced and acted within the ordinary course of business by closing the previously agreed-upon private placement.

The Court of Appeal dismissed the appeal, declining to interpret the hypothetical effect of the written consents and agreeing that the trustees were contractually bound to close the transaction, which constituted acting within the ordinary course of business.

NorthWest Value Partners Inc. applied for a hearing and review of two decisions of the Toronto Stock Exchange (TSX) regarding InterRent Real Estate Investment Trust: a decision accepting notice of a private placement without requiring unitholder approval, and a decision allowing InterRent to postpone its annual meeting.

On preliminary motions, the Ontario Securities Commission granted intervenor status to CLV Group Inc., denied NorthWest's request for disclosure of the subscribers' names, and concluded it would defer to the TSX's decision on the private placement as NorthWest failed to establish grounds for intervention under the Canada Malting test.

The Commission also dismissed the request to review the meeting date decision because it was filed outside the 30-day statutory time limit.

NorthWest Value Partners Inc. applied for a hearing and review of two decisions of the Toronto Stock Exchange (TSX) regarding InterRent Real Estate Investment Trust.

The TSX had allowed a private placement to proceed without unitholder approval and permitted a delay in the annual meeting.

The Ontario Securities Commission granted intervenor status to CLV Group Inc. but denied it to Mike McGahan.

The Commission declined to order disclosure of the private placees' names to protect their privacy.

Applying the Canada Malting test, the Commission deferred to the TSX Listing Committee Decision, finding no grounds to intervene.

The application to review the TSX Meeting Date Decision was dismissed as it was filed out of time.

The respondent, a legal secretary at a law firm, engaged in illegal insider trading over a three-year period using confidential information about merger and acquisition transactions.

She made a profit of approximately $51,500.

Staff of the Ontario Securities Commission and the respondent entered into a settlement agreement.

The Commission approved the settlement agreement but required an amendment to increase the administrative penalty to $103,137.22 (twice the profit made) and to permanently ban the respondent from becoming a director or officer of any market participant, emphasizing the serious nature of insider trading.

The Ontario Securities Commission held a hearing to consider a settlement agreement between Staff and the respondent, a former senior investment banker.

The respondent admitted to breaching the tipping prohibition under s. 76(2) of the Securities Act by disclosing confidential material information regarding ten corporate transactions to a close friend, who subsequently engaged in illegal insider trading.

The Commission approved the settlement agreement, finding the sanctions, which included permanent bans from the securities industry and a $250,000 payment towards investigation costs, to be in the public interest and within acceptable parameters.

Yamana Gold Inc. brought an application to cease-trade the shareholder rights plan (poison pill) of Meridian Gold Inc. amid a hostile takeover bid.

The Ontario Securities Commission determined that Meridian's board had sufficient time to respond to the bid and assess any competing proposals.

The Commission ordered the poison pill cease-traded effective September 11, 2007, on the condition that Yamana extended its bid to the same date.

The applicants, minority shareholders of Sterling Centrecorp Inc., applied to the Ontario Securities Commission for an order under sections 104 and 127 of the Securities Act.

They sought to exclude the votes of certain shareholders who had signed support agreements from the 'majority of the minority' approval required for a going private transaction under OSC Rule 61-501, arguing these shareholders were 'joint actors' with the acquiring insiders.

The Commission found that one major shareholder, a former member of the acquisition group, was a joint actor and ordered his votes excluded.

However, the Commission concluded that the other supporting shareholders were not joint actors merely by virtue of signing the support agreements.

As the transaction still achieved the requisite majority of the minority approval even after excluding the joint actor's votes, the Commission declined to cease trade the transaction or require a new shareholder meeting.

Sears Holdings Corporation appealed a decision of the Ontario Securities Commission regarding its insider bid for Sears Canada Inc. The OSC had found that Holdings failed to comply with disclosure obligations, entered into agreements that contravened the Securities Act, and engaged in abusive and coercive conduct.

The Divisional Court dismissed the appeal, holding that the standard of review for OSC decisions interpreting its constituting statute is reasonableness simpliciter, and that the OSC's findings and remedies were reasonable.

The Ontario Securities Commission held a hearing to consider a settlement agreement between Staff and the respondent regarding allegations of illegal insider trading.

The respondent admitted to receiving undisclosed material information from a close friend who was a managing director at a securities firm, and using that information to trade in the securities of two reporting issuers, realizing a profit of approximately $1.9 million.

The Commission approved the settlement agreement as being in the public interest, noting the respondent's cooperation with Staff, his agreement to a permanent cease trade order and director/officer ban, a voluntary payment of $1.9 million, and $25,000 in costs.