The appellants appealed a decision of the Ontario Securities Commission finding they breached the Securities Act by trading and distributing securities to offshore investors without registration or a prospectus.
The appellants argued the Commission lacked constitutional jurisdiction because the distributions occurred outside Ontario.
The Divisional Court dismissed the appeal, finding a sufficient connection between the appellants' activities and Ontario to justify regulatory action, as the appellants were Ontario residents, used an Ontario transfer agent, and deposited funds in Ontario bank accounts.
The court also upheld the Commission's costs award as reasonable.
