Ontario Securities Commission
Ontario Securities Commission
Commission des valeurs mobilières de l’Ontario
P.O. Box 55, 19th Floor 20 Queen Street West Toronto ON M5H 3S8
CP 55, 19e étage 20, rue Queen Ouest Toronto ON M5H 3S8
IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, c. S.5, AS AMENDED
- AND -
IN THE MATTER OF CI FINANCIAL CORP.
- AND -
IN THE MATTER OF DECISIONS OF THE TORONTO STOCK EXCHANGE
REASONS FOR DECISION
(Section 21.7 and Subsection 8(3) of the Act)
Hearing: May 26, 2011
Decision: October 25, 2011
Panel: Mary G. Condon - Commissioner and Chair of the Panel Sinan O. Akdeniz - Commissioner
Appearances: Paul Le Vay Johanna Braden Owen Rees
- For CI Financial Corp.
Michael E. Barrack Deborah E. Palter
- For the Toronto Stock Exchange
James Sasha Angus Erin O'Donovan Naizam Kanji
- For Staff of the Commission
TABLE OF CONTENTS
I.......... OVERVIEW A. Background B. The Parties (a) CI (b) The TSX (c) Commission Staff C. The Application D. The Plan E. The TSX Decisions i) The April 20, 2011 Listings Committee Summary Decision ii) The April 29, 2011 Listings Committee Summary Decision II........ THE ISSUES III....... THE LAW: THE COMMISSION'S JURISDICTION ON A HEARING AND REVIEW IV....... RELEVANT SECTIONS OF THE TSX MANUAL V......... SUBMISSIONS OF THE PARTIES A. CI Financial B. The TSX C. Staff of the Commission VI....... ANALYSIS: THE TSX'S JURISDICTION A. Jurisdiction over "transactions" in sections 602 and 603 of the TSX Manual B. Jurisdiction over redemptions C. Jurisdiction in "special circumstances" VII...... CONCLUSION
REASONS FOR DECISION
I. OVERVIEW
A. Background
1On May 26, 2011, a hearing (the "Hearing") in this matter was held before the Ontario Securities Commission (the "Commission") to consider CI Financial Corp. ("CI")'s May 9, 2011 Request for Hearing and Review (the "Application") of two decisions of the Listings Committee of the Toronto Stock Exchange (the "TSX") (collectively, the "Decisions"), pursuant to section 21.7 of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act").
2The Decisions require CI to submit a resolution ratifying the continuation of CI's Shareholder Rights Plan Agreement (the "Plan") to a two-tiered vote that would include all shareholders rather than a vote of only the Independent Shareholders (those shareholders who hold less than 20% of CI's issued and outstanding shares, as defined in the Plan) (the "Independent Shareholders"). A two-tiered vote refers to a requirement that both of (i) all CI shareholders and (ii) CI's Independent shareholders vote in favour of continuing the Plan.
3Following the Hearing on May 26, 2011, we issued an order setting aside the Decisions pursuant to [subsection 8(3)](https://www.canlii.org/en/on/laws/stat/rso-1990-