Matthew McMurray

The Ontario Securities Commission alleged that the respondent breached a 2023 Tribunal order by failing to resign as a director and officer of two corporations for approximately two years.

The Tribunal found that the respondent contravened Ontario securities law by breaching the order.

The Tribunal ordered the respondent to resign from any current director or officer positions, imposed an additional two-year director and officer ban, and ordered the respondent to pay a $6,000 administrative penalty and $4,200 in costs.

The Ontario Securities Commission alleged that the respondent breached a 2023 Tribunal order permanently prohibiting him from acting as a director or officer of any issuer.

The respondent failed to resign from seven issuers for approximately two years, and remained an officer of one issuer at the time of the hearing.

The Tribunal found that the respondent contravened Ontario securities law.

The respondent was ordered to resign from any remaining positions, pay an administrative penalty of $22,000, and pay costs of $7,757.50.

The Ontario Securities Commission alleged that the respondent breached a 2022 Tribunal order banning him from acting as a director or officer of any issuer by failing to resign from two companies, Campbellco and CCC.

The Tribunal dismissed the allegations regarding Campbellco, accepting the respondent's unchallenged evidence that he never consented to be a director or officer of that company.

However, the Tribunal found that the respondent breached the ban regarding CCC, as he mistakenly believed he had resigned in 2016 but remained a director until December 2024.

The Tribunal ordered the respondent to resign from any issuer, imposed a further one-year director and officer ban, an administrative penalty of $3,000, and costs of $3,248.13.

The Ontario Securities Commission brought a motion to strike portions of the respondent's written submissions on the basis that they contained references to communications protected by settlement privilege.

The respondent argued that the request was overly broad and that mentioning the mere fact that a settlement offer was made did not violate the privilege.

The Capital Markets Tribunal granted the motion in part, holding that while the content and substance of settlement discussions are strictly protected and must be struck, the mere mention of the existence of settlement discussions or the fact that an offer was made does not disclose the substance of the communications and is not protected by settlement privilege.

The Ontario Securities Commission brought a pre-hearing motion to exclude the proposed expert opinion evidence of three witnesses tendered by the respondents, Emerge Canada Inc. and Lisa Langley.

The Tribunal granted the motion in part, ruling that proposed evidence regarding valuation methodologies, NAV calculation, and the scope of audits was inadmissible because those issues were not raised in the Application for Enforcement Proceeding.

However, the Tribunal dismissed the motion regarding proposed evidence on governance, oversight, and internal controls, finding it premature to exclude such evidence before the merits hearing, and deferred the determination of its admissibility and the experts' qualifications.

The Ontario Securities Commission alleged that the respondent breached a 2022 Tribunal order banning him from acting as a director or officer of an issuer for ten years.

The respondent failed to participate in the written hearing.

The Tribunal found that the respondent breached the order by remaining a director of two companies for up to three years after the ban was imposed.

The Tribunal ordered the respondent to resign from any current positions, extended the director and officer ban by four years and six months, and ordered an administrative penalty of $7,500 and costs of $4,328.75.

The Capital Markets Tribunal heard three procedural motions ahead of a scheduled merits hearing.

The respondents Emerge Canada Inc. and Lisa Langley sought an adjournment to retain counsel, which the Tribunal dismissed for failing to demonstrate exceptional circumstances.

The Tribunal granted the Ontario Securities Commission's motion requiring Emerge and Langley to provide further and better witness summaries.

Finally, the Tribunal dismissed the Commission's motion to pre-emptively exclude the anticipated factual testimony of a witness, finding it premature, but ordered the respondents to provide a more detailed summary of his expected evidence.

The Ontario Securities Commission sought approval of a settlement agreement with the respondent, who had breached a previous Tribunal order banning him from acting as a director or officer of any issuer for three years.

The respondent admitted to becoming a director of two non-reporting issuers during the ban period.

The Tribunal approved the settlement, which included a renewed three-year ban and a $4,500 administrative penalty, finding the sanctions proportionate and in the public interest given the respondent's self-correction, accountability, and cooperation.

The Ontario Securities Commission brought an enforcement proceeding against the respondent for failing to comply with a 2020 Capital Markets Tribunal order.

The 2020 order required the respondent to resign as a director and officer of any issuer and prohibited him from holding such positions for at least seven years.

The Tribunal found that the respondent breached the order by remaining a director and officer of four corporations for over five years.

The Tribunal ordered an administrative penalty of $37,500, extended the director and officer ban for an additional six years and six months, and ordered costs of $10,683.75.

The respondent brought a motion seeking a blanket confidentiality order over the entire enforcement proceeding, or alternatively, a permanent stay of the proceeding.

The respondent argued that he needed to rely on materials subject to a prior confidentiality order to make full answer and defence.

The Capital Markets Tribunal dismissed the motion, finding that the respondent failed to meet the high standard for a blanket confidentiality order by not identifying specific risks or explaining why narrow redactions would not suffice.

The request for a stay was also dismissed as the respondent did not establish prejudice to his right to a fair hearing.

The dismissal was without prejudice to the respondent bringing a targeted confidentiality motion in the future.

The Ontario Securities Commission sought approval of a settlement agreement with Kallo Inc., its CEO, and an employee.

The respondents admitted to making materially false or misleading statements regarding non-existent healthcare infrastructure contracts with African governments, contrary to s. 126.2(1) of the Securities Act.

The Tribunal approved the settlement, imposing an administrative penalty of $200,000, costs of $55,000, and various market participation bans, finding the terms reasonable and in the public interest.