Securities Law - ODC

The Ontario Securities Commission (OSC) brought a motion for security for costs against the appellants, who were appealing a merits and sanctions decision that found they orchestrated a massive fraud at Sino-Forest Corporation.

The OSC sought $100,000 in security, arguing the appeal was frivolous and vexatious and the appellants lacked assets in Ontario.

The Divisional Court found that while the appeal did not appear vexatious, the grounds of appeal appeared frivolous.

Furthermore, the court found 'other good reason' to order security under Rule 61.06(1)(c) due to the strong findings of fraud and evidence that the appellants had put assets out of reach.

Applying a holistic approach, the court concluded it was just to order the appellants to post $100,000 as security for costs.

The appellants appealed a merits decision and a sanctions decision of the Ontario Securities Commission.

The Commission had found that a set of contracts marketed as a tax planning vehicle constituted an 'investment contract' and therefore a 'security' under the Securities Act.

The Commission concluded that the appellants breached the Act by selling these securities without being registered and without filing a prospectus, imposing trading bans, administrative penalties, and costs.

The Divisional Court applied a reasonableness standard of review and dismissed the appeal, finding that the Commission's application of the test for an investment contract was reasonable and that the sanctions imposed were proportionate and justified.

The appellants appealed an Ontario Securities Commission decision finding they committed securities fraud and traded without registration.

They argued the panel breached procedural fairness by denying an adjournment, violated their Charter rights by admitting compelled testimony, and provided insufficient reasons.

The Divisional Court dismissed the appeal, holding that the adjournment refusal was reasonable, the proceedings were administrative rather than criminal so Charter protections did not apply to the compelled statements, and the panel's reasons were sufficient and correctly applied the Securities Act to a sole proprietorship.

The Ontario Securities Commission (OSC) brought a motion to quash an appeal and an application for judicial review filed by the respondent regarding an interlocutory evidentiary ruling.

The respondent had sought to exclude evidence based on solicitor-client privilege, which the OSC hearing panel dismissed.

The Divisional Court granted the motion to quash, finding that section 9(1) of the Securities Act only permits appeals of final decisions.

The court also quashed the application for judicial review on the basis of prematurity, holding that the case did not present exceptional circumstances warranting interference in an ongoing administrative proceeding.

Following the dismissal of the appellants' appeal from an Ontario Securities Commission decision finding them guilty of securities fraud, the Commission and the intervenors sought costs.

The Commission sought $40,000, which the court awarded in full on a partial indemnity basis.

The intervenors, who were the appellants' former counsel and intervened to defend against allegations of ineffective assistance, sought over $53,000 on a substantial indemnity basis.

The court held that the intervenors were entitled to costs as parties to the appeal, but reduced the scale to partial indemnity and fixed their costs at $20,000.

The appellants appealed the Ontario Securities Commission's decisions finding them liable for securities fraud and imposing severe sanctions, including lifetime trading bans, disgorgement, and administrative penalties.

The appellants argued that the presiding commissioner was biased, that their counsel at the hearing was incompetent and in a conflict of interest, and that the findings of fraud and the penalties were unreasonable.

The Divisional Court dismissed the appeal, finding no reasonable apprehension of bias, rejecting the fresh evidence regarding counsel's competence as it would not have affected the outcome, and concluding that the Commission's findings on fraud and sanctions were reasonable and supported by the evidence.

The appellants appealed a decision of the Ontario Securities Commission finding they committed securities fraud and misrepresentation by selling nearly $19 million in securities without disclosing a highly critical financial report.

The Commission ordered significant administrative penalties and disgorgement of over $16.5 million.

On appeal, the Divisional Court upheld the Commission's findings, concluding that the failure to disclose the report while continuing to sell securities was objectively dishonest.

The Court also affirmed that reliance is not required for a misrepresentation finding under the Securities Act and that the Commission has broad public interest jurisdiction to order disgorgement of all funds raised through non-compliance, even if not personally retained by the wrongdoers.

The appellants appealed a decision of the Ontario Securities Commission finding them liable for insider trading and tipping contrary to s. 76 of the Securities Act.

The Commission found that a corporate lawyer tipped an investment advisor about three corporate transactions, who then tipped others in a chain.

The Divisional Court upheld the findings against the lawyer and three of the investment advisors, finding the Commission's inferences from circumstantial evidence were reasonable.

However, the court allowed the appeal of one investment advisor at the end of the chain, finding the Commission made factual errors in concluding he ought reasonably to have known the information came from an insider.

The sanctions against the unsuccessful appellants were upheld.