Securities Law - ONSCDC

The appellants appealed a decision of the Ontario Securities Commission finding they contravened the Securities Act by trading in securities without registration or a prospectus, and by misrepresenting that the securities would be listed on an exchange.

The appellants argued the transactions were good faith loans exempt from the Act, and raised numerous procedural and fairness arguments including abuse of process, bias, and failure to disclose evidence.

The Divisional Court dismissed the appeal, finding the Commission's conclusion that the transactions were disguised sales was reasonable, and rejecting all procedural and fairness challenges.

The appellants, former mutual fund and exempt market dealers, entered into a settlement agreement with the Mutual Fund Dealers Association (MFDA) regarding regulatory violations.

They subsequently applied to the Ontario Securities Commission to reinstate their registrations as dealing representatives.

The Commission denied the applications, finding the appellants lacked the requisite proficiency and integrity.

On appeal, the appellants argued the Commission unreasonably failed to defer to the MFDA settlement.

The Divisional Court dismissed the appeal, holding that the Commission has sole jurisdiction over registration suitability and the MFDA had made no findings on that issue to which the Commission could defer.

The appellants appealed a decision of the Ontario Securities Commission, arguing that the Commission unreasonably inferred that the appellant had knowledge of a proposed acquisition based on circumstantial evidence.

The Divisional Court dismissed the appeal, finding that the Commission's detailed findings of fact provided clear, convincing, and cogent evidence to support the inference of knowledge.

The standard of review was agreed to be reasonableness, and the court found the Commission's inference to be reasonable and compelling.

The appellants, former officers of Coventree Inc., appealed a decision of the Ontario Securities Commission finding that they authorized, permitted, or acquiesced in Coventree's failure to disclose material changes in its business, contrary to section 75 of the Securities Act.

The Commission had found that changes to credit rating criteria and a subsequent disruption in the asset-backed commercial paper market constituted material changes requiring immediate disclosure.

The Divisional Court applied a reasonableness standard of review, concluding that the Commission applied the correct legal tests, based its findings on sufficient evidence, and reasonably exercised its public interest jurisdiction in sanctioning the appellants.

The appeals were dismissed.

The plaintiffs in a proposed class action for secondary market misrepresentation sought leave to appeal a decision quashing their summonses to two Manulife employees and refusing to compel the defendants to file affidavits on the upcoming leave motion under s. 138.8 of the Securities Act.

The Divisional Court dismissed the application for leave to appeal, finding no reason to doubt the correctness of the motion judge's decision, which followed established jurisprudence that defendants are not required to deliver affidavits or be subjected to cross-examination if they do not intend to lead evidence on the leave motion.

The appellant appealed a decision of the Ontario Securities Commission dismissing his application under s. 144 of the Securities Act to set aside a settlement agreement.

The appellant argued the agreement should be set aside due to non-disclosure by Commission staff regarding an investigation into a key witness for breaching a cease trade order.

The Divisional Court held that the standard of review was reasonableness and found the Commission's decision not to revoke the settlement was reasonable, as the undisclosed information would not likely have affected the outcome of the administrative proceeding.

The appeal was dismissed.

The applicant sought judicial review of an Ontario Securities Commission decision dismissing its application to review an IIROC Hearing Panel's refusal to stay proceedings.

The applicant argued that IIROC lacked jurisdiction and could not provide procedural fairness because it lacked the power to compel non-member witnesses, which would prevent the applicant from making full answer and defence.

The Divisional Court dismissed the application, finding that the Commission reasonably concluded the stay motion was premature, as any prejudice regarding missing evidence is best assessed during the hearing on the merits.

The respondent, IIROC, brought a motion to quash an application for judicial review commenced by the applicants, an investment dealer and its CEO.

The applicants sought to quash a notice of hearing and other disciplinary steps taken by IIROC.

The Divisional Court granted the motion to quash, finding it plain and obvious that the application could not succeed.

The court held that it lacked jurisdiction under section 2(1) of the Judicial Review Procedure Act because IIROC's disciplinary powers arise from contract, not statute or public authority.

Furthermore, the application was premature as the issues should be determined at first instance by the IIROC Hearing Panel.

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.

The appellants appealed two decisions of the Ontario Securities Commission regarding their involvement in a collapsed investment structure.

The first appeal argued that televised comments by the Commission's Chair created a reasonable apprehension of bias.

The Divisional Court dismissed this appeal, finding that the Chair was acting within his statutory authority and that the Commission's structure adequately separated investigative and adjudicative functions.

The second appeal challenged the Commission's findings on the merits, alleging breaches of procedural fairness, misapplication of rules, and errors in finding the appellants were the directing minds who misled staff.

The court dismissed the second appeal, finding the procedures fair and the factual conclusions reasonable.

The appellant appealed a Small Claims Court judgment that dismissed her claim and awarded the respondent brokerage $10,000 for a deficit in her margin account.

The appellant argued the brokerage improperly liquidated her account before the deadline provided in a margin call e-mail.

The Divisional Court dismissed the appeal, finding that the account agreement expressly permitted the brokerage to liquidate the account without notice to protect its financial position, and this contractual right prevailed over the e-mail.

The appellants appealed decisions of the Ontario Securities Commission finding that they breached securities laws and acted contrary to the public interest.

The Commission found that the appellant Rowan failed to file insider reports, traded during blackout periods, and failed to disclose his control over certain trust accounts.

The Commission also found that the other appellants failed to adequately supervise Rowan.

The Divisional Court dismissed the appeal, finding no error in the Commission's interpretation of 'control or direction' under the Securities Act, its public interest findings, or its imposition of administrative monetary penalties.

The applicant sought judicial review of an Ontario Securities Commission decision ordering the disclosure of his compelled evidence to co-respondents in a regulatory proceeding.

The applicant argued the evidence was privileged based on an undertaking from Commission staff and that the Charter applied due to the risk of quasi-criminal proceedings.

The Divisional Court dismissed the application, finding the Commission's interpretation of the undertaking was reasonable and that the Charter did not apply to the administrative proceeding.

The appellant, an investment advisor, appealed a decision of the Ontario Securities Commission that upheld a disciplinary ruling by the Investment Industry Regulatory Organization of Canada (IIROC).

IIROC had found the appellant engaged in conduct detrimental to the public interest by maintaining undisclosed financial interests in the accounts of two relatives, resulting in a permanent ban, a $350,000 fine, and $80,000 in costs.

The Divisional Court dismissed the appeal, finding the Commission's decision reasonable, the reasons provided by IIROC adequate, and that the Commission properly afforded deference to the self-regulatory organization.

The plaintiff sought leave to appeal a motion judge's order certifying a class proceeding in part.

The motion judge had declined to certify claims for fraudulent misrepresentation, negligent misrepresentation, and civil conspiracy, and had restricted the class to Canadian purchasers.

The Divisional Court granted leave to appeal solely on the issue of the civil conspiracy claim, finding conflicting decisions and good reason to doubt the correctness of requiring the plaintiff to plead special damages at the certification stage.

Leave to appeal was denied for the misrepresentation claims and the class definition.

The appellants appealed a decision of the Ontario Securities Commission finding they breached the Securities Act by failing to disclose material changes regarding their mining leases in Sierra Leone.

The appellants argued the leases were not material and the Commission improperly relied on hearsay evidence.

The Divisional Court dismissed the appeal, finding the Commission's decision reasonable, as the company had invested heavily in the leases and actively tried to retain them, making the risk of their loss a material change requiring public disclosure.

The appellants brought a motion to stay Ontario Securities Commission (OSC) proceedings pending the appeal of an OSC decision refusing to stay the proceedings for reasonable apprehension of bias.

The court found that while issue estoppel did not entirely preclude the motion due to changed circumstances, the appellants failed to establish irreparable harm.

The court also found that the balance of convenience favoured allowing the OSC proceedings to conclude before addressing the bias issue on appeal.

The motion for a stay was dismissed.

The applicant sought a stay of ongoing Ontario Securities Commission (OSC) proceedings pending an application for judicial review, alleging bias based on public comments made by the OSC Chair.

The OSC brought a cross-motion to quash the judicial review application for prematurity.

The single judge of the Divisional Court dismissed the motion to quash, holding that prematurity should be decided by the full panel.

The judge also dismissed the motion for a stay, finding no exceptional circumstances to justify departing from the general rule that tribunal proceedings should be completed before judicial review is entertained.

The representative plaintiff in a proposed class proceeding sought to introduce a settlement agreement and reasons for decision from a prior Ontario Securities Commission (OSC) prosecution against the defendants.

The defendants appealed a motion judge's refusal to strike these documents from the plaintiff's affidavit, arguing they were protected by settlement privilege and inadmissible.

The Divisional Court dismissed the appeal regarding the settlement agreement and reasons, finding that the defendants waived privilege by entering a public regulatory settlement, which was tantamount to a guilty plea.

However, the court allowed the appeal in part to strike the statement of allegations, as mere allegations have no evidentiary value.

The applicants, a lawyer and his law firm, sought judicial review to prohibit the Ontario Securities Commission from continuing proceedings against the lawyer under s. 127(1) of the Securities Act.

The Commission alleged the lawyer made misleading statements in a letter during a prospectus review.

The applicants and the Law Society of Upper Canada argued the Commission lacked jurisdiction to discipline lawyers acting in a professional capacity, asserting such power belonged exclusively to the Law Society and that the Commission's exercise of it violated the independence of the bar.

The Divisional Court dismissed the application, finding that s. 127(1) applies to lawyers and that the Commission's public interest jurisdiction to control its processes does not usurp the Law Society's role or infringe the rule of law.