Deacon (Re), 2017 ONSEC 30

Ontario Securities Commission

Ontario Securities Commission Commission des valeurs mobilières de l’Ontario 22nd Floor, 20 Queen Street West, Toronto ON M5H 3S8 22e étage, 20, rue queen oust, Toronto ON M5H 3S8

Citation: Deacon (Re), 2017 ONSEC 30 Date: 2017-07-25

IN THE MATTER OF GREGORY DEACON

ORAL RULING AND REASONS

(Sections 127 and 127.1 of the Securities Act, RSO 1990, c S.5)

Hearing: July 25, 2017

Decision: July 25, 2017

Panel: Timothy Moseley, Commissioner and Chair of the Panel Frances Kordyback, Commissioner Mark Sandler, Commissioner

Appearances: Christina Galbraith Anna Huculak For Staff of the Commission

Alistair Crawley For Gregory Deacon

ORAL RULING AND REASONS

The following reasons have been prepared for publication in the Ontario Securities Commission Bulletin, based on the reasons delivered orally in the hearing as edited and approved by the panel, to provide a public record.

1Mr. Deacon is licensed with the Financial Services Commission of Ontario as a Life Insurance and Accident & Sickness Insurance Agent, but has never been registered with this Commission. He admits that he contravened the Securities Act¹ by selling convertible debentures to 20 individuals. He has entered into a settlement agreement with Staff of the Commission. He and Staff submit jointly that it would be in the public interest for us to approve the agreement and to issue the requested order. We agree. We reach that conclusion for the following reasons.

2The underlying facts and the specific breaches of the Securities Act are set out in the settlement agreement, and we won’t repeat them here. Essentially, as Mr. Deacon has admitted, his involvement in selling the convertible debentures was an activity that required registration under the Securities Act.

3The proposed settlement between Staff and Mr. Deacon calls for an administrative penalty, costs, and a ten-year ban from participating in the capital markets. While those terms have been agreed to by the parties, we must decide whether the agreement should be approved. In making that decision, we recognize that the agreement is the product of negotiation between Staff and Mr. Deacon, both ably represented by counsel. The Commission respects the negotiation process and accords significant deference to the resolution reached by the parties. This proposed settlement would resolve this matter promptly, efficiently and with certainty, saving the costs that would be incurred in a contested proceeding. It is also significant that Mr. Deacon co-operated with Staff’s investigation.

4In our opinion, the terms of the agreement are reasonable in the circumstances, and they will have both a specific and a general deterrent effect. For all these reasons, we consider the settlement to be in the public interest, we approve the settlement agreement as requested, and we will issue an order substantially in the form of Schedule ‘A’ to that agreement.

Footnotes

1. 1RSO 1990, c S.5.