Lara Jackson

A Canadian mining company detected pit wall instability and a subsequent rockslide at its premier mine in Chile.

The company did not immediately disclose these events to investors, disclosing them about a month later as part of regular updates, after which its share price dropped 16 percent.

An investor sought leave under s. 138.8(1) of the Ontario Securities Act to commence a class action for failure to make timely disclosure of a material change.

The Supreme Court of Canada, dismissing the appeal, held that the motion judge erred in interpreting 'material change' too restrictively.

The undefined terms 'change', 'business', 'operations', and 'capital' should not be constrained by dictionary definitions but applied flexibly and contextually.

The leave test requires a plausible application of the legislative provisions to the facts, not merely a plausible statutory interpretation.

On the uncontested evidence that the events impacted the company's operations, there was a reasonable possibility the action could succeed at trial.

The plaintiff brought a consent motion to certify a class proceeding against Haventree Bank for settlement purposes.

The action alleged that the bank breached legislation and contract terms by automatically renewing mortgages at higher interest rates, leading to additional costs for class members.

The court granted the certification, finding that all criteria under the Class Proceedings Act, 1992 were met, including disclosure of a cause of action, an identifiable class, common issues, and that a class proceeding was the preferable procedure, especially in the context of a settlement.

The court also approved the notice plan and the appointment of a Claims Administrator.

The appellants appealed decisions of the Capital Markets Tribunal finding they engaged in illegal insider trading and tipping regarding Amaya Gaming Group Inc.'s acquisition of PokerStars, and imposing sanctions including market bans and administrative penalties.

The appellants argued the Tribunal erred in relying on circumstantial evidence, misapplying the law on similar fact evidence, and imposing punitive sanctions.

The Divisional Court dismissed the appeals, finding no palpable and overriding errors in the Tribunal's factual findings or inferences, and holding that the sanctions were protective and within the Tribunal's wide discretion.

This is an appeal from a motion judge's decision dismissing the plaintiffs' motion to amend their pleadings in a class action alleging a multi-bank conspiracy to fix gold and silver prices and engage in 'spoofing'.

The motion judge had found the proposed amendments time-barred or improper for joinder.

The Court of Appeal allowed the appeal, finding that the motion judge erred in law by treating amendments as new causes of action when they were alternative theories based on existing facts, and by misapplying the 'actual knowledge' standard for limitation periods.

The Court also found a palpable and overriding error in the motion judge's assessment of JP Morgan's joinder, concluding that the CFTC order did not preclude conspiratorial spoofing allegations.

The amendments were allowed, with the possibility for some respondents to plead a limitations defence at trial.

The plaintiff sought approval of a $4,000,000 settlement in a certified shareholder class action against the defendant.

The court found the settlement to be fair, reasonable, and in the best interests of the class, noting the litigation risks and arm's length negotiations.

The court also approved a $7,500 honorarium for the representative plaintiff and class counsel fees of $1,200,000 (30% of the settlement) plus taxes and disbursements, finding the fee appropriately reflected the risk assumed by counsel.

The plaintiff brought a motion for court approval of the time frame and content for the First Notice to class members, and for an order appointing class counsel to manage the escrow account, following a proposed settlement in a certified class action.

The court approved the proposed Plan of Notice for disseminating the First Notice and its content, finding it appropriate for informing class members about the settlement, their rights to object, and the upcoming settlement approval hearing.

The appellants, 36 former employees and shareholders of NexJ Systems Inc., appealed an application judge's order approving a plan of arrangement under the Canada Business Corporations Act.

The plan compelled them to sell their shares in NexJ Systems Inc. and NexJ Health Holdings Inc. to N. Harris Computer Corporation, and included a broad release of claims.

The appellants argued the plan was not fair or reasonable, breached prior agreements, denied procedural fairness by releasing claims without trial, and that the judge exceeded jurisdiction by including shares of a related company (NexJ Health).

The Court of Appeal dismissed the appeal, finding no procedural unfairness, upholding the application judge's interpretation of the 2011 agreements, confirming jurisdiction over the related company's shares as necessary for the financing, and affirming the valid business purpose of the plan.

The appellant, Dov Markowich, appealed the dismissal of his motion for leave to bring a statutory cause of action against Lundin Mining Corporation under the Securities Act for alleged failure to disclose a material change, and for certification of a class action.

The motion judge dismissed both.

The Court of Appeal found the motion judge erred by adopting an overly narrow interpretation of "change in the business, operations or capital" and by resolving evidentiary conflicts prematurely.

The Court clarified that "change" should be interpreted broadly, and its magnitude is relevant to materiality, not to whether a change occurred.

The appeal was allowed, leave was granted for the statutory cause of action, and the issue of class certification was remitted to the Superior Court.

The Capital Markets Tribunal issued its reasons and decision on sanctions and costs following a merits decision that found the respondents engaged in insider trading, tipping, and misleading Staff of the Ontario Securities Commission.

The Tribunal imposed significant market participation bans ranging from 3 to 15 years, administrative penalties totaling $2.95 million, disgorgement of ill-gotten gains totaling over $1.4 million, and costs of approximately $735,000.

The Tribunal emphasized the seriousness of insider trading and tipping, noting that such conduct undermines investor confidence and the integrity of the capital markets.

Staff of the Ontario Securities Commission alleged that Plateau Energy Metals Inc. made misleading statements in news releases and filings regarding the status of its mining concessions in Peru, and that its CEO and CFO authorized or acquiesced in these contraventions.

Staff also alleged the CEO made selective disclosure to certain shareholders.

The parties entered into a settlement agreement wherein the respondents agreed to pay administrative penalties totaling $750,000 and investigation costs totaling $300,000.

The Capital Markets Tribunal approved the settlement, finding it fell within a range of reasonable outcomes and was in the public interest.

This decision concerns the costs arising from the dismissal of the plaintiff's motion for leave to commence a secondary market securities class action and to certify the action.

The defendants sought substantial indemnity costs, while the plaintiff argued for partial indemnity and a discount due to the alleged novel and public interest nature of the litigation.

The court awarded partial indemnity costs of $693,805.39, finding no basis for substantial indemnity as there was no reprehensible conduct or unproven fraud allegations.

The court also rejected the argument for a discount under s. 31(1) of the Class Proceedings Act, concluding that the issues were not novel or of broad public interest, particularly as they had been previously litigated.

A minor deduction was made for online research disbursements.

The plaintiff sought leave to bring a statutory secondary market misrepresentation claim under the Securities Act and to certify a class action for both statutory and common law negligent misrepresentation claims.

The claims arose from the defendant mining company's alleged failure to immediately disclose a pit wall instability and subsequent rock slide at its Chilean copper mine.

The court dismissed the motion for leave, finding no reasonable possibility of success that the events constituted a 'change' to the company's business, operations, or capital, as they were inherent mining risks managed in the ordinary course.

The court also dismissed the certification motion for the common law claim, holding that individual issues of reliance made a class proceeding unmanageable and not the preferable procedure.

The moving party sought leave to appeal an order of the Superior Court of Justice.

The Divisional Court dismissed the motion for leave to appeal and awarded costs of $2,500 to the responding party.

Wilks Brothers, LLC applied for a review of a decision by TSX Inc. granting exemptive relief to Calfrac Well Services Ltd. The relief allowed Calfrac to retroactively correct a shareholder vote related to its recapitalization, in which votes from an ineligible shareholder (AIMCo) were inadvertently included.

The Commission found that Wilks had standing to bring the application as it was directly affected by the TSX decision.

However, the Commission dismissed the application on the merits, finding that the TSX did not consider irrelevant grounds, did not impose an illegal condition, did not overlook material evidence, and appropriately considered the public interest.

The Commission concluded that the agreement to rescind AIMCo's subscription was not an issuer bid under NI 62-104.

The plaintiff sought leave to proceed with a statutory secondary market misrepresentation claim under Part XXIII.1 of the Securities Act and to certify the proceeding as a class action.

The claim alleged that the defendants failed to disclose material risks regarding the potential suspension of a mining license in Guatemala due to a lack of indigenous consultation.

The court found that the plaintiff established a reasonable possibility of success at trial based on credible expert evidence regarding Guatemalan law and economic materiality.

The court granted leave and certified the global class action, rejecting the defendants' objections regarding the representative plaintiff and the inclusion of foreign shareholders.

The plaintiff sought leave to proceed with a putative shareholders' class action for secondary market liability under s. 138.3 of the Securities Act.

The claim alleged that the defendant made material misrepresentations regarding a cannabis facility build-out project and joint venture, which were later publicly corrected, causing a significant drop in share price.

The court found the action was brought in good faith and that there was a reasonable possibility of success at trial, rejecting the defendant's expert economic evidence that the market had already absorbed the news.

Leave to proceed was granted.

Class counsel moved for approval of an interim fee award and disbursements following a $250,000 settlement with the Bank of Montreal defendants in a class action.

The court reviewed the requested fees of $62,500 (25% of the settlement) and disbursements of $119,800.83, plus taxes.

Applying the factors for assessing the reasonableness of class counsel fees, the court found the request fair and reasonable and approved the fee award.

The plaintiffs brought a motion to approve a settlement with the Bank of Montreal (BMO) defendants in a class action alleging a conspiracy to fix prices in the foreign exchange market.

The settlement amount was $250,000.

The court found that the case against BMO was significantly weaker than against other defendants, as BMO's trading operations accounted for less than 1% of the market and no regulatory findings had been made against it.

The court concluded that the settlement was fair, reasonable, and in the best interests of the class, and approved the settlement agreement.

The plaintiffs brought a motion to certify a class action for settlement purposes against a group of defendant banks in a proceeding alleging a conspiracy to fix prices in the foreign exchange market.

The settling defendants agreed to pay $250,000.

The court found that the criteria for certification under section 5 of the Class Proceedings Act, 1992 were met and approved the settlement agreement, the notices, and the plan of dissemination.

The plaintiffs brought a motion to certify a class action against several banks for allegedly conspiring to fix prices in the foreign exchange market.

The court found that the plaintiffs satisfied the five criteria for certification under the Class Proceedings Act, 1992, but modified the class definition to exclude indirect purchasers (investors) and direct purchasers who transacted with non-defendant banks.

The court certified the action for direct purchasers who transacted with the defendant banks.