Securities Law - ONSCDC

The appellants appealed decisions of the Ontario Securities Commission finding that they engaged in insider trading after receiving material non-public information from an administrative assistant at an investment bank.

The Commission relied on circumstantial evidence, including the proximity of telephone calls to highly profitable trades.

The Divisional Court dismissed the appeals, holding that the Commission's inferences were reasonable and that the use of compelled examination transcripts was procedurally fair.

The Court also upheld the sanctions, which included trading bans, administrative penalties, and disgorgement orders.

The appellant, a registered representative, appealed an Ontario Securities Commission (OSC) decision that overturned an IIROC Hearing Panel's penalty decision and imposed a two-year suspension of her registration.

The appellant had recommended and facilitated off-book investments in second mortgages without her employer's knowledge or approval, and without ensuring prospectus requirements were met.

The Divisional Court dismissed the appeal, finding that the OSC's decision to intervene and impose a suspension was reasonable, justified, and within the range of acceptable outcomes.

The defendant corporation moved for leave to appeal a decision granting the plaintiff leave to commence a secondary market securities misrepresentation action against it.

The motion judge had dismissed the action against the individual directors and officers, finding they established a reasonable investigation defence, but allowed the action against the corporation to proceed based on a restatement of financial results.

The Divisional Court granted leave to appeal, finding good reason to doubt the correctness of the motion judge's order because the corporate identification doctrine suggests the corporation should also benefit from the reasonable investigation defence established by its directing minds.

The moving parties sought to introduce new evidence on a motion to vary a decision refusing to stay an order of the Ontario Securities Commission.

The new evidence related to steps taken by IIROC regarding the moving parties' conditional registration in Quebec.

The Divisional Court struck the new evidence, finding it did not meet the Palmer test for fresh evidence as it was not relevant to the decisive issue of whether the motions judge erred in refusing the stay, and it did not meet the reliability criterion.

The moving parties sought an extension of time under s. 21(5) of the Courts of Justice Act to bring a motion to set aside or vary a decision dismissing their request to stay sanctions imposed by the Ontario Securities Commission for insider trading.

The Divisional Court dismissed the motion, finding that the moving parties failed to form the requisite intention to appeal within the four-day window, provided no satisfactory explanation for the delay, and that an extension would prejudice the public interest in protecting capital markets.

The court also found no apparent merit to the underlying motion.

The Divisional Court issued supplementary reasons to clarify its earlier decision partially allowing the appellant's appeal from an Ontario Securities Commission decision.

The original appellate decision set aside specific ten-year bans and an administrative penalty, remitting them for a fresh determination.

Upon request for clarification, the Court agreed with the parties that the remedy should apply to all ten-year bans imposed on the appellant.

The earlier decision was amended to set aside all such bans and remit them to the Commission.

The appellants appealed three decisions of the Ontario Securities Commission regarding a sanctions hearing.

After a merits hearing found the appellants contravened the Securities Act, the terms of the presiding panel members expired.

The OSC appointed a new panel for the sanctions hearing.

The appellants argued the original panel's terms were deemed extended under s. 4.3 of the Statutory Powers Procedure Act.

The Divisional Court dismissed the appeal, holding that the OSC's interpretation of its own procedures and the SPPA—that the merits and sanctions hearings were separate—was reasonable.

The court also upheld the admission of merits hearing transcripts and the ultimate sanctions imposed.

The appellant appealed a decision of the Ontario Securities Commission finding him liable for unregistered and illegal trading of securities and imposing sanctions.

The Divisional Court upheld the Commission's findings on liability, concluding it was reasonable to find the appellant engaged in acts furthering trade and received commissions.

However, the court found the Commission erred in its sanctions analysis by misapprehending the timing of a previous ban imposed on the appellant in Alberta.

The appeal was allowed in part, with the trading bans and administrative penalty set aside and remitted to the Commission for a fresh determination.

The appellants appealed the Ontario Securities Commission's (OSC) decisions on the merits and sanctions regarding their conduct in the investment industry.

The Divisional Court held that the standard of review for the OSC's decisions is reasonableness, except for procedural fairness.

The court found that the OSC reasonably excluded fresh evidence, reasonably upheld the Investment Industry Regulatory Organization of Canada's (IIROC) findings on the merits, and conducted a procedurally fair fresh sanctions hearing.

The appeal was dismissed.

Two competing groups of plaintiffs, KMG and RGG, brought class actions against Barrick Gold Corporation for securities misrepresentations related to environmental violations at a Chilean mine.

The motion judge granted carriage to RGG, finding their broader claims and superior state of preparation were in the best interests of the class.

KMG appealed the carriage order.

The Divisional Court dismissed the appeal, holding that the motion judge articulated the correct test, did not err in law or principle, and committed no palpable and overriding factual errors in his assessment of the carriage factors.

The moving parties sought leave to appeal an order that stayed their proposed class action (the Labourers Action) and granted carriage to a competing proposed class action (the DALI Action).

The underlying actions alleged securities misrepresentations by Barrick Gold Corporation.

The Divisional Court granted leave to appeal, finding that the motion judge's approach to assessing the complexity of claims and the state of preparation conflicted with established case law and provided good reason to doubt the correctness of the decision.

The defendants sought leave to appeal two interlocutory orders compelling their witness to answer questions refused on cross-examination and refusing to vary the initial order.

The court found that the first category of questions was moot because the witness had already answered them without condition.

The court also held that the defendants failed to satisfy the test for leave to appeal under Rule 62.02(4) for both categories of questions, as there were no conflicting decisions and the issues were not of such importance to warrant leave.

The motion for leave to appeal was dismissed.

The applicants sought urgent judicial review of an Ontario Securities Commission decision denying their request to adjourn a hearing.

The adjournment was requested after the applicants' expert lost her work product due to a computer error.

The Divisional Court dismissed the application as premature, applying the general rule that procedural decisions of administrative tribunals should not be reviewed prior to the final determination of the proceeding unless there is a prospect of real unfairness amounting to a denial of natural justice.

The Court found the Commission's conclusion that the expert could be adequately prepared was reasonable.

The plaintiff in a proposed securities class action sought leave to appeal an interlocutory order that dismissed his motion for preemptive document production under Rule 30.04.

The motions judge had found the production request to be an overbroad fishing expedition prior to cross-examinations on a motion for leave to proceed under the Securities Act.

The Divisional Court dismissed the motion for leave to appeal, finding no conflicting decisions and no good reason to doubt the correctness of the original order, which properly prevented premature discovery.

The parties consented to an order fixing the costs of the appeal.

The court ordered the appellants to pay $15,000 in costs to the respondent.

The appellants appealed a decision of the Ontario Securities Commission finding they perpetrated a fraud relating to securities and breached their duties as investment fund managers.

The appellants argued the Commission lost jurisdiction when a single commissioner proceeded with the sanctions hearing after the other commissioner's appointment expired.

The Divisional Court dismissed the appeal, holding that the Statutory Powers Procedure Act permitted the Commission to override quorum requirements to proceed expeditiously.

The Court also upheld the Commission's findings of fraud, concluding that subjective awareness of the intended consequences could be inferred from the appellants' actions, and affirmed the sanctions imposed, including significant disgorgement orders.

The defendants sought leave to appeal a decision granting the plaintiffs leave to pursue claims under Part XXIII.1 of the Securities Act and certifying the action as a class proceeding.

The plaintiffs alleged the corporate defendant misrepresented its equity market risk by failing to disclose its decision to abandon hedging and reinsurance of guaranteed products.

The Divisional Court dismissed the motion for leave to appeal, finding no good reason to doubt the correctness of the motion judge's conclusions that the plaintiffs had a reasonable possibility of success at trial and that the common law misrepresentation claims were suitable for certification alongside the statutory claims.

Following the dismissal of the appellant's appeal, the Ontario Securities Commission sought costs.

The Divisional Court awarded the Commission costs of the appeal fixed at $20,000 on a partial indemnity basis, finding no issue of broad public interest or misconduct by staff during settlement negotiations that would warrant denying costs.

The appellants/applicants sought to appeal and judicially review an interlocutory decision of the Ontario Securities Commission regarding the composition of a panel for a sanctions hearing.

The Divisional Court dismissed the appeal for lack of jurisdiction under s. 9(1) of the Securities Act, which only permits appeals from final decisions.

The application for judicial review was quashed as premature, as the procedural fairness and jurisdictional issues could be raised after the final decision.

The Ontario Securities Commission brought a motion for security for costs of an appeal filed by the appellants.

The appellants had previously been found to have perpetrated a fraud on investors and were ordered to pay investigation and hearing costs, which remained unpaid.

The court found good reason to believe the appeal was frivolous and vexatious, as the appellants had declined to participate in the merits hearing.

Furthermore, the court found the appellants no longer had assets in Ontario.

The motion was granted, and the appellants were ordered to post $20,000 as security for costs.