Sean Grouhi

The appellant appealed a decision of the Capital Markets Tribunal finding he breached a 15-year trading ban by participating in stock secured financings.

The Tribunal found that the lenders' sales of pledged securities constituted trades, and the appellant's actions, including sourcing financing and analyzing the value of the pledged equities for compensation tied to the sales' profits, were acts in furtherance of those trades.

The Divisional Court dismissed the appeal, holding that the Tribunal made no palpable and overriding error in its contextual analysis of the appellant's conduct.

The appellants appealed two decisions of the Ontario Securities Commission finding they committed securities fraud, unregistered trading, and illegal distribution, and imposing sanctions including a joint and several disgorgement order of approximately $8.7 million.

The appellants argued they were denied procedural fairness when the Commission refused to adjourn the merits hearing and restricted cross-examination, and that the joint and several disgorgement order was demonstrably unfit.

The Divisional Court dismissed the appeal, finding no breach of procedural fairness in the adjournment refusal or hearing conduct, and holding that the Commission's broad public interest discretion under the Securities Act permitted joint and several disgorgement orders.