Anna Perschy

The moving parties sought an extension of time under s. 21(5) of the Courts of Justice Act to bring a motion to set aside or vary a decision dismissing their request to stay sanctions imposed by the Ontario Securities Commission for insider trading.

The Divisional Court dismissed the motion, finding that the moving parties failed to form the requisite intention to appeal within the four-day window, provided no satisfactory explanation for the delay, and that an extension would prejudice the public interest in protecting capital markets.

The court also found no apparent merit to the underlying motion.

The moving parties sought to introduce new evidence on a motion to vary a decision refusing to stay an order of the Ontario Securities Commission.

The new evidence related to steps taken by IIROC regarding the moving parties' conditional registration in Quebec.

The Divisional Court struck the new evidence, finding it did not meet the Palmer test for fresh evidence as it was not relevant to the decisive issue of whether the motions judge erred in refusing the stay, and it did not meet the reliability criterion.

The applicants, trustees of Central GoldTrust and Silver Bullion Trust, brought an application to the Ontario Securities Commission regarding unsolicited take-over bids by Sprott.

The applicants argued the bids violated the identical consideration requirement of the Securities Act and were contrary to the public interest due to misleading statements, confusing structure, and a variation amending powers of attorney.

The Commission found it had jurisdiction to hear the application but concluded the bids did not violate the identical consideration requirement.

However, the Commission found the disclosure regarding the variation to the powers of attorney was inadequate and ordered Sprott to issue a notice of change in information providing clear disclosure to unitholders before proceeding with the bids.

The applicants moved the Ontario Securities Commission for an order requiring Enforcement Staff to disclose information and materials obtained through investigative powers subsequent to a sanctions order.

The applicants argued that Stinchcombe disclosure obligations applied as the proceeding was ongoing.

The Commission dismissed the application, finding it had no statutory authority to make the order sought because the proceeding before the Commission had been completed and it had no further jurisdiction under section 127 of the Securities Act.

The Ontario Securities Commission held a hearing to consider whether to impose sanctions on Conrad Black and John Boultbee under the inter-jurisdictional enforcement provisions of the Securities Act, based on their criminal convictions for mail fraud and obstruction of justice in the United States, and Black's settlement with the SEC.

The Commission found that the US convictions arose from conduct related to securities and that the US proceedings met Canadian standards of fairness.

Concluding that sanctions were necessary for specific and general deterrence to protect Ontario's capital markets, the Commission ordered permanent bans prohibiting Black and Boultbee from acting as directors or officers of any issuer, registrant, or investment fund manager.

Staff's request for costs was denied.

The Ontario Securities Commission heard several procedural motions in a section 127(10) proceeding against the respondents.

The panel dismissed a respondent's motion to sever his case, finding substantial commonality in the allegations and no undue prejudice.

The panel also dismissed requests to vary the severance order and to adjourn the hearing pending an appeal.

Staff's motion for directions on the scope of admissible evidence was dismissed, with the panel declining to review witness statements a priori but cautioning against re-litigating matters decided in U.S. proceedings.

A motion to call a specific witness was also dismissed.

The respondents brought a motion to revoke or vary an investigative order issued under section 11 of the Securities Act.

The respondents argued that the Commission lacked jurisdiction to issue the order because its purpose was to enforce a sanctions order, which they claimed was not part of the due administration of Ontario securities law.

The Commission dismissed the motion, finding that the enforcement of sanctions is an essential object of the Act and that Staff may use investigative orders to gather information about potential asset transfers intended to negate sanctions.

The respondent, who resided in China, brought a motion for an order that the hearing on the merits be conducted electronically by video conference, citing financial inability to travel to Ontario or retain counsel.

Staff of the Commission objected, arguing that a 15-day electronic hearing involving multiple witnesses and credibility assessments would cause significant prejudice.

The Vice-Chair dismissed the motion, finding that an electronic hearing would likely cause significant prejudice to Staff and raised concerns about maintaining the integrity of the hearing process and assessing witness credibility.

The appellant employer appealed liability only from a wrongful dismissal judgment, arguing the trial judge applied the wrong legal test for constructive dismissal.

The court held that constructive dismissal is not confined to unilateral changes to a specific fundamental contractual term and may also arise where the employer's conduct objectively repudiates the entire employment relationship.

On the factual findings, a series of unjustified criticisms, warning letters, and probation made continued employment intolerable.

The appeal was dismissed with costs.