Kevin Richard

The applicants, former owners of CryptoGlobal, sought the appointment of an independent inspector to investigate HyperBlock Inc. following an amalgamation.

They alleged oppressive conduct, conflict of interest by HyperBlock's CEO (Sean Walsh) in the acquisition of Project Spokane assets, overvaluation, and a significant post-closing decline in HyperBlock's value not fully explained by market forces.

The court found a prima facie case of oppression and an "index of suspicion" warranting an investigation, citing issues like cash flow irregularities, resignations of financial officers, lack of transparency, and potential conflicts of interest among management and directors.

The court ordered the appointment of BDO Canada Limited as an inspector.

The Ontario Securities Commission approved a settlement agreement between Staff and Martin Bernholtz, a former director of Titan Medical Inc. Bernholtz admitted to selling shares of Titan while in possession of material non-public information regarding imminent public offerings, contrary to the public interest and the company's insider trading policy.

The settlement included a voluntary payment of $225,000, costs of $75,000, and various director and trading bans.

The defendants brought a motion to stay the proceeding, arguing that Ontario courts lacked jurisdiction or, alternatively, that Ontario was forum non conveniens due to a forum selection clause designating England.

The court found jurisdiction simpliciter in Ontario based on contract formation principles but ultimately granted a stay on the basis of forum non conveniens, giving effect to the forum selection clause.

The respondent, former general counsel for Pacific Rubiales Energy Corporation, traded in the company's debentures while the company was involved in a due diligence process regarding a potential acquisition.

As the person responsible for supervising the company's Insider Trading Policy, the respondent failed to adhere to the high standard of conduct expected of him by not erring on the side of caution, despite his good faith belief that he did not possess material undisclosed information.

The Ontario Securities Commission approved a settlement agreement wherein the respondent admitted his conduct was contrary to the public interest, agreed to a $30,000 voluntary payment, a reprimand, $10,000 in costs, and undertakings to obtain external legal advice for future trades and complete an educational program.

The Ontario Securities Commission approved a settlement agreement between Staff and Global RESP Corporation.

The firm admitted to failing to implement policies and procedures to ensure compliance with a 2014 settlement, which prohibited its CEO from acting as an officer.

The approved settlement imposed terms and conditions on the firm's registration, an administrative penalty of $50,000, costs of $25,000, and a reprimand.

The applicants sought a review of a decision by a Director of the Ontario Securities Commission refusing to amend the individual applicant's registration to designate her as the ultimate designated person (UDP) for the applicant firms.

The Director had found the proposed amendment 'otherwise objectionable' under s. 27(1) of the Securities Act.

The Commission found that the individual applicant's father, who had been permanently suspended as UDP and prohibited from acting as an officer or director of any registrant due to prior non-compliance, continued to act as an officer of the firms by directing sales and recruiting.

The Commission held that the individual applicant, as chair of the boards, failed to take meaningful steps to ensure compliance with the prior order restricting her father's involvement.

Given the firms' history of non-compliance and the critical role of a UDP in promoting a culture of compliance, the Commission concluded that the proposed registration was objectionable and dismissed the application.

Staff of the Ontario Securities Commission sought a three-month extension of a temporary order that included a Removal of Exemptions Order against the respondents.

The central issue was the interpretation of 'hearing' in subsection 127(7) of the Securities Act, specifically whether it could mean a series of attendances at which Staff seeks repeated extensions.

The Commission rejected Staff's interpretation, finding that subsection 127(7) does not authorize the extension of a temporary order beyond the conclusion of a Temporary Order Hearing unless an Enforcement Proceeding has been commenced within fifteen days of the initial order.

The request to extend the Removal of Exemptions Order was denied.

The moving parties, who were respondents in a 2014 enforcement proceeding, brought a motion seeking directions regarding a 2014 Commission order and an order requiring the Director to approve a registration application for a new Ultimate Designated Person.

Staff of the Commission opposed the motion on jurisdictional grounds.

The Commission dismissed the motion, holding that it is functus officio and lacks jurisdiction to give directions or grant relief after a proceeding has ended, absent a slip or error or specific statutory authority.

The Commission further held that it lacks jurisdiction to bypass the statutory process and order the Director to approve a registration application.

The appellant, an investment advisor, appealed a trial decision dismissing his claim for additional compensation under a letter agreement.

The trial judge found the agreement ambiguous regarding its application to Capital Markets transactions and relied on the parties' subsequent conduct to conclude it did not apply.

The Court of Appeal dismissed the appeal, holding that while subsequent conduct is not part of the factual matrix, it is admissible to resolve ambiguity.

The trial judge made no extricable error of law in finding ambiguity and properly weighed the appellant's subsequent conduct, which was overwhelmingly consistent with the respondent's interpretation.

The plaintiff sued for unpaid invoices related to an environmental remediation project in Ontario.

The defendants moved to stay or dismiss the action, arguing lack of jurisdiction and relying on a forum selection clause (FSC) designating California courts.

The court found that while it had jurisdiction, the FSC was not a term of the contract for the majority of the unpaid invoices, its language was unclear regarding California as an exclusive forum, and there was insufficient evidence that the purchase orders were issued in California.

The defendants' motion was dismissed.

The appellant, a registered representative, appealed an Ontario Securities Commission (OSC) decision that overturned an IIROC Hearing Panel's penalty decision and imposed a two-year suspension of her registration.

The appellant had recommended and facilitated off-book investments in second mortgages without her employer's knowledge or approval, and without ensuring prospectus requirements were met.

The Divisional Court dismissed the appeal, finding that the OSC's decision to intervene and impose a suspension was reasonable, justified, and within the range of acceptable outcomes.

The Applicants, two registered dealers under common ownership, requested a hearing and review of a Director's Decision that imposed terms and conditions on their registrations due to a long history of compliance deficiencies.

The Ontario Securities Commission found that the Applicants had failed to comply with Ontario securities law in numerous respects over a period of years, including inadequate governance, failure to instill a culture of compliance, inadequate compliance resources, and recurring deficiencies.

The Commission confirmed the Director's Decision and ordered that each firm retain an independent consultant to review and improve their compliance systems.

Following a remittal from the Divisional Court, the Ontario Securities Commission held a fresh hearing to determine the appropriate sanctions for Kevin Loman, who was previously found to have engaged in unregistered trading and illegal distribution of securities.

The Commission considered Loman's role as a salesperson, his prior registration experience, and the harm caused to investors.

The Commission ordered 8-year market prohibitions, including bans on trading, acquiring securities, and acting as a director or officer, subject to a limited carve-out.

Loman was also ordered to pay a $60,000 administrative penalty.

The Divisional Court issued supplementary reasons to clarify its earlier decision partially allowing the appellant's appeal from an Ontario Securities Commission decision.

The original appellate decision set aside specific ten-year bans and an administrative penalty, remitting them for a fresh determination.

Upon request for clarification, the Court agreed with the parties that the remedy should apply to all ten-year bans imposed on the appellant.

The earlier decision was amended to set aside all such bans and remit them to the Commission.

Following an earlier decision requiring certain respondents to purchase the applicant’s shares in a corporation for $4.25 million, the court determined the appropriate costs award.

The applicant had served a Rule 49 offer to settle that was lower than the judgment amount and sought substantial indemnity costs from the date of the offer.

The court considered the extensive litigation history, overlapping issues involving two related corporate interests, and the respondents’ conduct that complicated document production and valuation.

Applying the Rule 57.01 factors and recognizing the respondents’ obstructive conduct, the court fixed substantial indemnity costs for fees and taxes and allowed claimed disbursements and expert valuation expenses in full.

Following dismissal of an employee’s action alleging multiple breaches of an employment agreement, the employer sought costs of the action.

The employer relied on earlier offers to settle and argued it should receive substantial indemnity costs after the first refused offer.

The court held that elevated costs outside Rule 49.10 require reprehensible or egregious conduct by the opposing party.

Finding no such conduct and noting the action was hard fought but not frivolous, the court declined substantial indemnity costs and instead awarded a reduced amount under Rule 57.01.

Following dismissal of a proposed securities class action leave motion under s. 138.8 of the Securities Act and certification under the Class Proceedings Act, the court determined the appropriate costs award.

The successful defendants sought nearly $900,000 based on partial recovery of actual legal fees, while the plaintiff argued for a substantially reduced award grounded in access-to-justice concerns.

The court held that the costs protocol developed for certification motions does not apply to leave motions, which function as a robust merits-based screening mechanism and often involve extensive evidentiary records.

Applying the hourly rate grid and Rule 57.01 factors, the court reduced certain disbursements but rejected the plaintiff’s lower estimate.

The court fixed all-inclusive costs at $500,000 payable to the defendants.

The Moving Parties, Argosy Securities Inc. and Keybase Financial Group Inc., sought a stay of a Director's Decision that imposed terms and conditions on their registrations, including the requirement to retain an independent compliance consultant.

The Commission applied the RJR-MacDonald test and found that there was a serious question to be tried, the Moving Parties would suffer irreparable harm from unrecoverable costs if forced to comply immediately, and the balance of convenience favoured granting the stay.

The stay was granted pending a hearing and review, subject to interim terms and conditions restricting the addition of new dealing representatives, the opening of new branches, and leveraged investments.

The applicant brought an oppression application against her father and brother, alleging they conducted the family business in an oppressive manner.

The applicant was secretly removed as a director of the corporation, denied financial information, and pressured to sell her shares at a dictated price.

The court found the respondents' conduct was abusive, coercive, and unfairly disregarded the applicant's reasonable expectations as a shareholder and director.

The court ordered the respondents to purchase the applicant's shares at a fair value of $4.25 million, declining to apply a minority discount.

The plaintiff sought leave under s. 138.8 of the Securities Act and certification under the Class Proceedings Act to bring a class action against a mining company for secondary market misrepresentation.

The plaintiff alleged that the company's public disclosures regarding mineral production and grade levels were false, as purportedly revealed by a subsequent technical report and anonymous short-seller internet postings.

The court dismissed the motion, finding that the plaintiff failed to show a reasonable possibility of success at trial because the defendants' uncontroverted expert evidence explained that the discrepancies between the reports were due to different reporting parameters, not misrepresentations.