Usman Sheikh

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 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 appellants appealed a summary judgment enforcing their personal guarantees of a corporate debt.

They argued that the respondent creditor failed to disclose a material fact: an alleged arrangement limiting the liability of a third co-guarantor.

The Court of Appeal dismissed the appeal, finding no evidence that the respondent intended to deceive or knew the appellants were signing under false premises.

Furthermore, the appellants failed to provide evidence that they relied on the co-guarantor's guarantee or that they would not have signed had they known of the alleged arrangement.