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The “Modest” Role of Public Corrections in Secondary Market Misrepresentation Claims

The Ontario Court of Appeal recently released its decision in Baldwin v Imperial Metals Corporation, 2021 ONCA 838 [Imperial Metals] and provided additional guidance on the role public correction plays in secondary market...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

Ontario Court of Appeal Adopts a Broad Definition of What Constitutes a “Security”

In Ontario Securities Commission v. Tiffin, 2020 ONCA 217, the Court of Appeal for Ontario has adopted a broad approach to what constitutes a "security" within the meaning of the Securities Act, R.S.O. 1990 c. S. 5. In...more

Don’t Short the Truth

A recent decision of the Alberta Securities Commission appears to give short-sellers wide latitude to negatively comment on targets, and sets a potentially high burden on ASC Staff when seeking interim orders to address...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

Insider Trading and Tipping: Ontario Court of Appeal Sets Boundaries for Those in a Special Relationship

A recent decision by the Ontario Court of Appeal has provided a powerful reminder to capital market participants to exercise caution before trading on a tip or discussing material non-public information—lest they run afoul of...more

U.S. DOJ Announces Pilot Project For Self-Reporting Foreign Corruption Violations—Will Canada Follow Suit?

On April 5, 2016, the Foreign Corrupt Practices Act (FCPA) Unit of the U.S. Department of Justice’s (DOJ) Criminal Division announced a one-year pilot project designed to “motivate companies to voluntarily self-disclose...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

Significant Headwinds for Securities Class Actions

In April 2015, the Supreme Court of Canada released its decision in Theratechnologies Inc. v 121851 Canada Inc., 2015 SCC 18, in which it emphasized the need for a robust screening mechanism to prevent unmeritorious secondary...more

Ontario Court Upholds Limitations on Liability for Misrepresentations Contained in Take-Over Bid Circulars

In a decision released on July 30, 2015, the Ontario Superior Court of Justice has clarified that plaintiffs seeking to advance claims under section 131(1) of the Securities Act (Ontario) alleging misrepresentation in a...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

Ontario Securities Commission Wins an Insider Trading Case

In a just-released decision, the Ontario Securities Commission found that a number of individuals engaged in insider trading, acted contrary to the public interest, and misled the Commission during the course of an...more

OSC Proposes New Whistleblower Program, with Financial Awards

Ontario may soon become the first Canadian jurisdiction to implement a whistleblower program for suspected securities law violations. On February 3, 2015, the Ontario Securities Commission (OSC) issued Staff...more

Plaintiffs Denied Leave in the Latest Decision under Part XXIII.1 of the Ontario Securities Act

In Bayens v Kinross Gold Corp, released November 5, 2013, Justice Paul Perell of the Ontario Superior Court of Justice denied the plaintiffs in a putative class action leave to advance a statutory claim for securities market...more

11/13/2013  /  Canada , Ontario Securities Act

Securities Act Allows Disclosure of Information Obtained in OSC Investigations Without Notice to Affected Persons

On June 21, 2013, amendments to the Ontario Securities Act (the Act) contained in Bill 65 — the Prosperous and Fair Ontario Act (Budget Measures), 2013—were brought into force. Certain of the amendments have the potential to...more

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