Brad Moore

The applicant sought final approval of a corporate plan of arrangement under s. 182 of the Business Corporations Act involving a share exchange transaction and contingent value rights.

The court applied the arrangement approval framework requiring satisfaction of statutory procedures, good faith, and fairness and reasonableness.

The evidence showed compliance with the interim order, overwhelming securityholder approval, no dissenting shareholders, no appearances opposing the relief, and support from the board, special committee, and fairness opinion.

The arrangement was held to have a valid business purpose and to fairly balance the rights of affected parties, and final approval was granted.

The applicant, Royal Fox Gold Inc., sought court approval for a plan of arrangement with Northern Superior Resources Inc. under section 182 of the Business Corporations Act.

The court considered whether statutory procedures were met, the application was in good faith, and the arrangement was fair and reasonable, applying the test from *Re Magna International Inc.* and *BCE Inc. v. 1976 Debentureholders*.

The arrangement, which involved an exchange of shares and contingent value rights, received overwhelming shareholder approval.

The court found all requirements satisfied and granted the final approval order.

Staff of the Ontario Securities Commission and Aux Cayes Fintech Co. Ltd. sought approval of a settlement agreement regarding allegations of unregistered trading and illegal distributions.

Aux Cayes operated an online crypto asset trading platform accessible to Ontario investors without being registered or filing a prospectus.

The Capital Markets Tribunal approved the settlement, finding it in the public interest.

Aux Cayes admitted to the contraventions and agreed to pay a $600,000 administrative penalty, disgorge $514,950 USD in revenue, and pay $25,000 in costs.

Staff of the Ontario Securities Commission alleged that the Manulife Dealers failed to establish adequate controls and supervision, resulting in clients paying excess fees on certain investment products and mutual funds.

The Manulife Dealers self-reported the inadequacies, cooperated with Staff, and entered into a no-contest settlement agreement.

The Commission approved the settlement, finding it in the public interest given the dealers' prompt self-reporting, extensive cooperation, voluntary payments of $495,000 and $25,000 for costs, and an $11.7 million compensation plan for affected clients.

The Ontario Securities Commission approved a settlement agreement between Staff and Electrovaya Inc. and its CEO, Dr. Sankar Das Gupta.

The respondents admitted to publishing unbalanced and incomplete news releases and failing to update forward-looking information, resulting in overly optimistic disclosure.

The settlement required the respondents to retain an independent consultant to review corporate governance and disclosure policies, appoint an independent director as chair, and restructure the disclosure committee.

Dr. Das Gupta was reprimanded, prohibited from acting as a director or officer of any other reporting issuer for one year, and paid a $250,000 administrative penalty.

The plaintiff, a former bank manager, sued his financial advisors for negligence, misrepresentation, and undue influence after his commuted pension investments depleted faster than anticipated.

The defendants moved for summary judgment, arguing the claims were statute-barred.

The court granted the motion, finding that the plaintiff knew or ought to have known of his losses and the defendants' alleged role by 2010 at the latest, but did not commence his action until 2014.

The court held there was no genuine issue requiring a trial regarding the limitation period defence.

The plaintiff railway company sought interlocutory injunctive relief after former employees joined a direct competitor and allegedly downloaded and circulated confidential commercial information, including customer lists and revenue data, to solicit the plaintiff’s clients.

The parties agreed to an injunction preserving confidential information and restricting its use, but disputed whether an independent court-appointed monitor should oversee compliance with the order.

The court found the defendants had initially fallen short in complying with an earlier undertaking but had taken substantial remedial steps, including forensic searches, employee discipline, and written directives prohibiting use of the information.

The court concluded that appointing a monitor with broad investigative and supervisory powers would be overly intrusive into the defendant corporation’s business operations.

The court held that the contempt power and the existing order sufficiently protected the plaintiff’s interests.

The Ontario Securities Commission approved a no-contest settlement agreement between Staff and the TD Entities regarding alleged inadequacies in internal compliance systems that resulted in investors being charged inappropriate mutual fund fees.

The TD Entities self-reported the issues, undertook to pay over $13 million in compensation to harmed investors, and agreed to make voluntary payments of $650,000.

The Panel found the settlement to be in the public interest, emphasizing the importance of self-reporting, remediation, and improved compliance systems.

Mercer International Inc. applied to the Ontario Securities Commission for a simultaneous hearing with the Québec Bureau de décision et de révision to consider whether AbitibiBowater's take-over bid for Fibrek Inc. should be cease traded.

The Commission acknowledged it had jurisdiction to hear the application, as Fibrek is a reporting issuer in Ontario and the bid affected Ontario shareholders.

However, the Commission declined to exercise its jurisdiction, noting that the Bureau was already seized of the matter, the applicable securities laws were substantially similar, and a simultaneous hearing would not advance the harmonization and co-ordination of securities regulatory regimes.

The application was dismissed.

The defendants sought leave to appeal a partial indemnity costs award of $650,000 granted to the plaintiffs following a lengthy and aggressively fought class action certification motion regarding allegedly defective pacemakers.

The Divisional Court dismissed the motion for leave to appeal, finding no conflicting decisions and no reason to doubt the correctness of the costs order, noting that the defendants' aggressive approach significantly drove up the plaintiffs' costs.

The defendants brought a motion for leave to appeal a post-certification decision that dismissed their request to amend the class definition by inserting cut-off dates for three models of allegedly defective defibrillators.

The defendants argued the motions judge erred in placing the burden of proof on them and in finding some basis in fact for the plaintiffs' proposed dates.

The Divisional Court dismissed the motion for leave to appeal, finding no conflicting decisions, no reason to doubt the correctness of the motions judge's decision, and that the burden was correctly placed on the defendants to justify amending the certification order.

The appellants brought an application in Ontario for a declaration that assignments of mining licences relating to Mongolian properties were null and void.

The motion judge stayed the application, finding no real and substantial connection to Ontario.

The Court of Appeal dismissed the appeal, holding that the connection to Ontario was weak and that any declaratory or injunctive order would likely be unenforceable in Mongolia under the rules of private international law regarding foreign land.