Securities Law - ONSCDC

The moving parties sought leave to appeal a decision granting the responding party leave to commence an action under s. 138.8 of the Securities Act.

The Divisional Court granted leave to appeal, identifying specific questions regarding whether the motions judge erred in holding that the Court of Appeal erred in a previous decision, and whether such an error rendered the decision unsafe.

Costs of the motion were fixed at $20,000, payable in the discretion of the appeal panel.

The appellant, a registered mutual fund salesperson, appealed a decision finding he breached his duty to deal fairly, honestly, and in good faith with a vulnerable client by accepting power of attorney and being named sole beneficiary of her estate.

He also appealed the resulting sanctions, including a permanent ban and a $500,000 administrative penalty.

The respondent cross-appealed the Tribunal's refusal to order disgorgement of the testamentary benefit.

The Divisional Court dismissed both the appeal and the cross-appeal, finding no errors in the Tribunal's jurisdiction, factual findings, or penalty assessments.

The appellants appealed two decisions of the Capital Markets Tribunal finding they committed breaches of Ontario securities law, including securities fraud, illegal distribution, and unregistered trading, and imposing sanctions including disgorgement and administrative penalties.

The appellants argued the Tribunal made palpable and overriding errors of fact and erred in law in its interpretation of the disgorgement remedy.

The Divisional Court dismissed the appeal, finding the Tribunal's factual findings were amply supported by the evidence and its interpretation of the disgorgement remedy was correct and within its broad public interest discretion.

The appellant, Binance, sought to extend the time to perfect its appeal in the Divisional Court pending the Court of Appeal's decision on whether to join this appeal with a related leave to appeal application.

The court declined to defer the appeal, holding that the appeal should proceed in the Divisional Court on a regular schedule unless and until the Court of Appeal orders otherwise under s. 6(2) of the Courts of Justice Act.

The moving parties brought a motion for leave to appeal an order of Penny J. dated January 8, 2024.

The Divisional Court dismissed the motion for leave to appeal.

As no costs outline was filed, the court ordered no costs.

The appellants appealed decisions of the Capital Markets Tribunal finding they engaged in illegal insider trading and tipping regarding Amaya Gaming Group Inc.'s acquisition of PokerStars, and imposing sanctions including market bans and administrative penalties.

The appellants argued the Tribunal erred in relying on circumstantial evidence, misapplying the law on similar fact evidence, and imposing punitive sanctions.

The Divisional Court dismissed the appeals, finding no palpable and overriding errors in the Tribunal's factual findings or inferences, and holding that the sanctions were protective and within the Tribunal's wide discretion.

The plaintiffs appealed the dismissal of their motion to certify a class action against several discount brokers regarding the receipt of mutual fund trailing commissions.

The motion judge had found no basis in fact for the core proposed common issue of whether the receipt of such commissions contravened applicable Canadian securities law prior to their explicit prohibition in 2022.

The Divisional Court dismissed the appeal, finding that the motion judge correctly applied the 'some basis in fact' test, properly concluded that all pleaded causes of action relied on the allegation of illegality, and appropriately held the plaintiffs to their strategic concession that the entire action would fail if the core issue was not certified.

The appellant appealed a decision of the Capital Markets Tribunal finding that he engaged in fraudulent conduct under s. 126.1 of the Securities Act by approving unauthorized transfers of cash between investment funds to pay distributions and dealer fees.

The appellant argued the Panel erred in its factual findings, its rejection of his due diligence and reliance on legal advice defences, and its imposition of sanctions.

The Divisional Court dismissed the appeal, finding no palpable and overriding error in the Panel's factual findings or legal analysis, but reduced the disgorgement order from $51,361 to $45,298 based on a concession by the respondent regarding the calculation methodology.

The applicant, a crypto asset trading platform, sought judicial review of an investigation order and summons issued by the Ontario Securities Commission.

The applicant argued the investigation was precluded by a prior undertaking and constituted an abuse of process, and that the summons violated section 8 of the Charter.

The Divisional Court dismissed the application, finding the undertaking contained an express reservation of rights that permitted the investigation.

The court declined to decide the Charter issue, holding it should first be raised before the Commission.

The appellants appealed a Capital Markets Tribunal decision finding that their business of trading in Contracts for Difference (CFDs) constituted trading and advising in unregistered securities.

The appellants argued that the CFDs were not 'investment contracts' because the CFD providers were counterparties and did not share in profits or losses, thus failing the 'common enterprise' component of the legal test.

The Divisional Court dismissed the appeal, holding that the Tribunal correctly applied a flexible approach to the investment contract test and made no palpable or overriding error in finding that the investors were dependent on the CFD providers, thereby establishing a common enterprise.

The moving party, a crypto asset trading platform, sought a stay of an Investigation Order and Summons issued by the Ontario Securities Commission pending judicial review.

The moving party argued the summons was overbroad, an abuse of process, and violated section 8 of the Charter.

The Divisional Court dismissed the motion, applying the RJR-MacDonald test.

The court found no serious issue to be tried, noting the reduced expectation of privacy in regulated business records, and concluded the moving party failed to establish irreparable harm or that the balance of convenience favoured a stay.

The Ontario Securities Commission brought a motion to quash the appellant's appeal of a Capital Markets Tribunal decision on the basis of prematurity.

The Tribunal had previously ruled that the Wagg process did not apply to documents the OSC obtained through its own investigation and intended to use in a merits hearing.

The Divisional Court granted the motion to quash, finding that the Tribunal's evidentiary ruling was an interlocutory decision, not a final decision, and therefore no appeal was permitted under s. 10(1) of the Securities Act.

The moving party brought a motion to quash an application for judicial review of an interlocutory disclosure decision made by the Capital Markets Tribunal.

The applicants sought to review the Tribunal's dismissal of their motion for additional disclosure, which they argued was necessary for their upcoming stay motions.

The Divisional Court granted the motion to quash, finding that the application was premature and that the applicants failed to demonstrate exceptional circumstances warranting early intervention in the ongoing administrative proceedings.

The appellant appealed a decision of the Ontario Securities Commission (OSC) that dismissed a review of two decisions by the Investment Industry Regulatory Organization of Canada (IIROC).

IIROC had found the appellant liable for improperly altering client documents after they were signed, imposing a 12-month suspension, close supervision, and fines.

The Divisional Court dismissed the appeal, finding that the OSC applied the correct standard of review and made no palpable and overriding errors in upholding IIROC's findings of fact and sanctions.

The moving parties were found by the Capital Markets Tribunal to have committed insider trading and tipping, resulting in market participation bans and significant financial penalties.

They appealed the Tribunal's decision and brought a motion for a stay of the sanctions pending their appeals.

The Divisional Court applied the RJR-MacDonald test and dismissed the motion, finding that while there was a serious issue to be tried, the moving parties failed to establish irreparable harm.

The court also held that the balance of convenience favoured the public interest in enforcing securities regulations and maintaining market integrity.

The moving parties brought a motion for leave to appeal an earlier order.

The Divisional Court dismissed the motion for leave to appeal and awarded costs to the responding party fixed at $5,000.

The appellants appealed the Ontario Securities Commission's findings that they engaged in fraudulent conduct in connection with three distributions of securities and the resulting sanctions.

The Divisional Court applied the appellate standard of review from Vavilov, finding no palpable and overriding errors of fact, no errors of mixed fact and law, and no denial of procedural fairness.

The Commission's reasons were adequate and the sanctions, including permanent bans, administrative penalties, and disgorgement orders, were reasonable and supported by the evidence.

The appeal was dismissed.

The plaintiff appealed a decision declining to certify a negligent misrepresentation class action against underwriters of a secondary public offering.

A statutory misrepresentation claim against the issuer had already been certified on consent.

The Divisional Court allowed the appeal, finding the certification judge erred in concluding that a class proceeding was not the preferable procedure.

The Court held that resolving the common issues of duty of care, truth of the representation, and negligence in a single proceeding would significantly advance the claims, promote judicial economy, and improve access to justice compared to individual actions.

The appellants, former senior executives of Sino-Forest Corporation, appealed the Ontario Securities Commission's decisions finding they engaged in a massive securities fraud and imposing significant sanctions, including disgorgement and administrative penalties.

The appellants argued the Commission failed to account for Chinese business and cultural practices (guanxi) when determining their intent to defraud, alleged a reasonable apprehension of bias by the panel chair, and challenged the sanctions as excessive.

The Divisional Court dismissed the appeal, holding that Ontario securities law overrides cultural practices for reporting issuers, the bias claim was unfounded, and the sanctions were reasonable given the enormity of the fraud and the need for deterrence.

The appellant, a former member of the Investment Dealers Association (IDA), challenged the IDA's jurisdiction to discipline him after he ceased to be a member.

The IDA's by-laws permitted discipline of former members for up to five years, and the Ontario Securities Commission upheld this jurisdiction.

On appeal, the Divisional Court applied a reasonableness standard of review and found that the Securities Act only authorizes the regulation of current members.

The court concluded that the IDA's by-law contravened the Act and that the IDA lacked jurisdiction to discipline former members.

The appeal was allowed.