Sinziana Ruxandra Hennig

The plaintiff sought leave to assert a statutory cause of action for secondary market misrepresentation under the Securities Act and to certify a class action against SNC-Lavalin and its directors.

The plaintiff alleged that SNC failed to timely disclose a material change when it was informed by the Public Prosecution Service of Canada that it would not be invited to negotiate a remediation agreement regarding criminal charges.

The court dismissed the motions, finding that the communication was not a 'change' in the business, operations, or capital of SNC, and therefore not a 'material change' requiring immediate disclosure.

The court also declined to certify the common law negligent misrepresentation claim, as reliance would be an individual issue and the statutory claim was not viable.

This motion concerned the approval of class counsel's retainer agreement, fees, and disbursements following a partial settlement in a price-fixing class action.

The plaintiff class counsel sought approval for 25% of the settlement amount ($2.35 million) as fees, plus disbursements and interest.

The court reviewed the retainer agreements for compliance with the Class Proceedings Act, 1992, and assessed the reasonableness of the fees and disbursements based on established factors.

The court approved the retainer agreements and the requested fees and most disbursements, but declined to approve interest on disbursements at this stage, pending further developments in the ongoing litigation.

The plaintiff sought court approval for a class action settlement agreement with the Panasonic defendants in a price-fixing conspiracy action concerning linear resistors.

The settlement included a monetary payment of $2,350,000 and significant cooperation from the Panasonic defendants to assist in prosecuting the action against non-settling defendants.

The court approved the settlement, finding it fair, reasonable, and in the best interests of the class, considering the arm's length negotiations, the benefits of cooperation, and the risks of continued litigation.

However, the court rejected a proposed term in the draft order that would allow class counsel to use settlement funds for future disbursements, citing concerns about retainer agreements and counsel's financial risks.

The applicant target company sought specific performance of a share purchase agreement after the respondent purchaser refused to close, citing the COVID-19 pandemic.

The purchaser alleged breaches of the Material Adverse Effect (MAE), ordinary course, amortization event, and access to information covenants.

The court found that while the pandemic threatened earnings, it fell within the MAE's emergency carveout and did not disproportionately affect the target.

The target's pandemic responses, including branch access changes and accounting adjustments, were within the ordinary course of business for an economic downturn.

The court ordered specific performance of the agreement.

The respondent retailers brought a motion to strike an application by an animal rights organization and its founder, who sought a declaration that the use of glue traps by members of the public violates the animal cruelty provisions of the Criminal Code and the OSPCA Act.

The court found that the applicants did not meet the threshold for public interest standing, as a declaratory application was not a reasonable and effective means to bring the issue to court when other avenues, such as private prosecutions or complaints to enforcement bodies, had not been pursued.

The motion to strike was granted in part.

The appellant sought to set aside an order enforcing a settlement agreement.

The appellant was a fully informed participant in the settlement, acting on legal advice, and knowingly entered into the settlement structured in the manner challenged on appeal.

The Court of Appeal found no illegality or impropriety in the enforcement of the settlement and upheld the motion judge's decision to enforce it.

The court also upheld the costs award made by the motion judge.

The defendants in a class action sought a pause in proceedings, including the adjournment of a certification motion, pending a Supreme Court of Canada judgment in *Toshiba Corporation v Godfrey*.

The SCC decision was expected to clarify key issues relevant to class certification in price-fixing cases, specifically regarding "umbrella purchasers" and the economic methodology for proving common impact for indirect purchasers.

The court granted the motion, finding that a temporary pause would prevent the need for redoing expert reports and ensure the certification motion was based on the most current state of the law, thereby promoting the expeditious and efficient conduct of the litigation.

The Minister of Finance reassessed BFL Canada Risk and Insurance Services Inc. for a late retail sales tax return, imposing an administrative penalty.

BFL sought an extension and penalty waiver based on extenuating circumstances, which the Minister rejected.

BFL appealed to the Superior Court of Justice, challenging the Minister's refusal to apply its Extenuating Circumstances Policy.

The Minister argued the Superior Court lacked jurisdiction, asserting the matter should proceed by judicial review in Divisional Court.

The motion addressed the question of law regarding the Superior Court's jurisdiction under s. 25(1) of the Retail Sales Tax Act to vacate or vary a tax assessment based on the Minister's discretionary decisions.

The court found that the Superior Court has jurisdiction, as the RSTA's appeal mechanism is broad and not limited to the validity and correctness of an assessment, nor does it immunize discretionary decisions.

The Ontario Securities Commission approved a settlement agreement between Staff and Omega Securities Inc. (OSI) regarding OSI's failure to comply with transparency requirements under National Instrument 21-101.

OSI operated two Alternative Trading Systems and disseminated inaccurate information regarding broker identities, order receipt times, and trade execution times across its data feeds.

The settlement included an administrative penalty of $500,000 and the imposition of terms and conditions on OSI's registration to ensure ongoing compliance, including the retention of an independent systems reviewer.

Aurora Cannabis Inc. launched a hostile take-over bid for CanniMed Therapeutics Inc., conditional on CanniMed abandoning its proposed acquisition of Newstrike Resources Ltd. Aurora applied to the Ontario Securities Commission and the Financial and Consumer Affairs Authority of Saskatchewan for exemptive relief to shorten the 105-day minimum deposit period for its bid and to cease-trade CanniMed's newly adopted shareholder rights plan.

CanniMed and its Special Committee brought cross-applications seeking to prohibit Aurora from using the 5% exemption for market purchases and to declare Aurora and certain locked-up shareholders as joint actors.

The panels held a joint hearing and determined that the 105-day minimum deposit period should not be shortened, as the Newstrike transaction was not an alternative transaction that extinguished shareholder interests.

The panels declined to prohibit Aurora from using the 5% exemption and found insufficient evidence that Aurora and the locked-up shareholders were acting jointly or in concert.

However, the panels found that Aurora had received material non-public information about CanniMed's acquisition plans, giving it a tactical advantage, and ordered Aurora to amend its take-over bid circular and news releases to disclose these circumstances.

Finally, the panels cease-traded CanniMed's shareholder rights plan, finding it to be an impermissible defensive tactic that interfered with the established take-over bid regime.

Staff of the Ontario Securities Commission applied for a temporary order to suspend the registration of Omega Securities Inc. (OSI) and require it to cease trading, alleging breaches of Ontario securities law related to inaccurate time stamps and data feed discrepancies.

The Commission found that while the allegations were serious and supported by prima facie evidence, a complete suspension and cease trade order was not in the public interest due to the likelihood of irreparable harm to OSI and the steps OSI was taking to rectify the issues.

Instead, the Commission imposed terms and conditions on OSI's registration to ensure compliance and protect the capital markets.

The Ontario Securities Commission held a hearing to consider whether to impose sanctions on Conrad Black and John Boultbee under the inter-jurisdictional enforcement provisions of the Securities Act, based on their criminal convictions for mail fraud and obstruction of justice in the United States, and Black's settlement with the SEC.

The Commission found that the US convictions arose from conduct related to securities and that the US proceedings met Canadian standards of fairness.

Concluding that sanctions were necessary for specific and general deterrence to protect Ontario's capital markets, the Commission ordered permanent bans prohibiting Black and Boultbee from acting as directors or officers of any issuer, registrant, or investment fund manager.

Staff's request for costs was denied.

The Ontario Securities Commission heard several procedural motions in a section 127(10) proceeding against the respondents.

The panel dismissed a respondent's motion to sever his case, finding substantial commonality in the allegations and no undue prejudice.

The panel also dismissed requests to vary the severance order and to adjourn the hearing pending an appeal.

Staff's motion for directions on the scope of admissible evidence was dismissed, with the panel declining to review witness statements a priori but cautioning against re-litigating matters decided in U.S. proceedings.

A motion to call a specific witness was also dismissed.

An employer sought an interlocutory injunction enforcing a non‑competition covenant against a former executive who joined a competitor.

The employer alleged breach of a 2008 employment agreement and argued that, where a clear negative covenant is breached, the usual injunction test should not apply.

The court applied a modified RJR‑MacDonald test and held the employer failed to establish a strong prima facie case because the covenant may have been superseded by a later agreement and was arguably overly broad and unnecessary to protect legitimate interests.

The court also noted that the inevitable disclosure doctrine is not recognized in Canada and that evidence of irreparable harm was speculative.

The motion to enjoin the employee and the competitor was dismissed, although the employee was ordered not to disclose confidential information or solicit the employer’s customers.

Conrad M. Black brought a motion to stay an Ontario Securities Commission proceeding seeking a reciprocal order under s. 127(10) of the Securities Act based on his U.S. fraud convictions.

Black argued the proceeding was an abuse of process and proposed that his interim undertaking remain in effect instead.

The Commission dismissed the stay motion, finding that a reciprocal order proceeding is an appropriate exercise of its statutory mandate to protect Ontario's capital markets and does not constitute an abuse of process.

The Commission also provided directions limiting the scope of evidence at the upcoming hearing to matters relevant to crafting a protective order, explicitly prohibiting the re-litigation of the U.S. proceedings.