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Court of Appeal Refines the Corporate Attribution Doctrine

The corporate attribution doctrine concerns the attribution of the actions of a corporation’s directing mind to the corporation itself.  On March 10, 2022, in Ernst & Young Inc. v. Aquino [Aquino], the Court of Appeal...more

Important New Guidance from the Court of Appeal on TSX Majority Voting Rules, Reasonable Expectations

Since 2014, the Toronto Stock Exchange (TSX) has required listed issuers without a majority shareholder to implement a majority voting policy requiring each of its directors to be elected by a majority of the votes cast (50...more

Ontario Divisional Court Applies Vavilov to Appeals from Ontario Securities Commission

The Ontario Securities Commission (OSC) has traditionally been regarded by the Ontario Divisional Court  as a specialized administrative tribunal entitled to significant deference on appeal and judicial review proceedings. On...more

Ontario Court of Appeal Opens the Door to ETF Securities Class Actions

In Wright v Horizons ETFS Management (Canada) Inc., 2020 ONCA 337, the Court of Appeal for Ontario has opened the door to investor class actions related to exchange-traded funds (ETFs), holding that the creator/manager of an...more

US $2.6-Billion Fraud Judgment Awarded Against Former Sino-Forest CEO

On March 14, 2018, the Honourable Justice Penny of the Ontario Superior Court (Commercial List Division) released a decision granting a US$2.6-billion judgment to the SFC Litigation Trust for fraud and breach of fiduciary...more

No Statutory Claim? No Certification for Securities Class Action

Last week, Justice Perell released a securities class action decision (LBP Holdings Ltd. v. Hycroft Mining Corporation, 2017 ONSC 6342 [Hycroft]) refusing to certify a common law claim for negligent misrepresentation against...more

Any Amendment Must be in Writing, Signed by the Parties - Sometimes Contracts Quite Literally Do Not Mean What They Say

The English Court of Appeal recently held that an express clause in a contract requiring that any amendment be in writing and signed by the parties does not preclude oral or unsigned amendments to the contract. In holding...more

A Reminder That Modern Large Partnerships are Still Partnerships

Large law and accounting firms ostensibly bear little resemblance to traditional, small-scale partnerships. Nevertheless, in the recent Ontario Superior Court decision in Tim Ludwig PC v BDO Canada LLP, 2016 ONSC 2225, a...more

Supreme Court of Canada Releases Securities Class Actions Trilogy - Clarifies that the Leave Test has Teeth in Common Law...

The Supreme Court of Canada released reasons in its highly-anticipated trilogy of securities class action cases. In Canadian Imperial Bank of Commerce v. Green, a deeply divided Court reached differing conclusions on...more

Theratechnologies Inc. v. 121851 Canada Inc.: The Supreme Court Gives the Leave Test Teeth

For the first time, the Supreme Court of Canada has weighed in on the threshold for granting leave for plaintiffs to commence statutory causes of action for secondary market misrepresentation cases. In contrast to recent...more

Bayens v Kinross Gold Corporation – Misrepresentation Claims in Securities Class Actions

Ontario's statutory regime for secondary market liability came into effect in 2006 as a result of amendments to the Securities Act (Ontario) (the OSA), creating a statutory cause of action for deficient market disclosure....more

Ontario Legislature Clarifies Securities Limitation Period

Less than one month after the Supreme Court of Canada announced that it will hear appeals in a trilogy of Ontario securities class action cases that address how the three years limitation period under the Ontario Securities...more

Supreme Court Grants Leave to Appeal in Securities Class Actions

The Supreme Court of Canada announced today that it will hear appeals in a trilogy of Ontario securities class action cases: Green v. CIBC, Silver v. IMAX and Celestica v. Millwright Regional Council of Ontario Pension Trust...more

U.S. Supreme Court Upholds Fraud on the Market Theory in Securities Class Actions

A much-anticipated decision of the U.S. Supreme Court, Halliburton Co. v. Erica P. John Fund, Inc. was released on June 23, 2014. While the Supreme Court upheld the "fraud on the market" presumption of reliance which has made...more

Sino-Forest: More Lessons as a Chapter Closes

On March 13, 2014 the Supreme Court of Canada dismissed applications for leave to appeal by a group of alleged former institutional shareholders of Sino-Forest Corporation. These institutions unsuccessfully sought leave to...more

Court of Appeal Addresses Outstanding Issues in Securities Class Actions - Green v Canadian Imperial Bank of Commerce

Ontario's statutory regime for secondary market liability came into effect in 2006 as a result of amendments to the Securities Act (Ontario) (the OSA), creating a statutory cause of action for deficient market disclosure....more

Ambiguity Remains Regarding Threshold for Leave under Part XXIII.1

Ontario’s statutory regime for secondary market liability came into effect in 2006 as a result of amendments to the Securities Act (Ontario) (OSA), which created a statutory cause of action for deficient market disclosure...more

The Test for Leave under Part XXIII.1: Ambiguity Remains

Ontario's statutory regime for secondary market liability came into effect in 2006 as a result of amendments to the Securities Act (Ontario) (OSA), which created a statutory cause of action for deficient market disclosure....more

There is a Border in Cross-Border Proceedings - NASDAQ Purchasers Excluded from Ontario Class in IMAX

Those who have been following the progress of the securities class action saga of Silver v. IMAX will be interested to note that another decision in the long-running case has been released. On March 19, Justice van Rensburg...more

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