Category: Securities Litigation

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Lavender Haze Lifts: Court of Appeal Clarifies Auditor’s Duty of Care

September 6, 2018

On September 5, 2018, in Lavender v. Miller Bernstein LLP (Lavender), the Court of Appeal for Ontario (Court of Appeal) overturned a lower court decision that an auditor had a duty of care to its client’s clients. In doing so, the Court of Appeal applied the principles articulated by the Supreme Court of Canada (SCC) in Deloitte & Touche v….

The Man Who Sold (Around) the World: Ontario Not a Default Jurisdiction for Securities Class Actions

August 9, 2018

In its decision in Yip v. HSBC Holdings PLC, the Ontario Court of Appeal clarified the proper interpretation of “responsible issuer” in the context of a statutory claim for secondary market misrepresentation under Part XXIII.1 of the Ontario Securities Act (OSA) and related common law claims, providing guidance to entities faced with class action claims arising from Canadian trading of…

IIROC Making Fine Progress in Monetary Collection Efforts

May 17, 2018

The Investment Industry Regulatory Organization of Canada (IIROC) recently released its Annual Enforcement Report (Report), which highlights IIROC’s efforts to increase its rate of collection on monetary fines, including through increased legal authority to collect unpaid fines through the provincial court systems. INCREASED LEGAL AUTHORITY As detailed in the Report, since January 2017, IIROC has been granted enhanced enforcement capabilities…

Market Correction: B.C. Court Orders Securities Regulator to Revisit Sanctions Regime

April 25, 2018

The British Columbia Court of Appeal (Court) recently released its decision in Davis v. British Columbia (Securities Commission) (Davis), overturning the decision of the B.C. Securities Commission (Commission) to impose a lifetime market ban on an individual for committing fraud pursuant to the B.C. Securities Act. The decision is a strong rebuke of the Commission’s overly formulaic approach to sanctions,…

2018 Ontario Budget Looks to Enhance Securities Enforcement Activities

April 5, 2018

As part of its 2018 budget (Budget), the Ontario government announced that it plans to propose new tools to enhance and expand the securities enforcement activities of the Ontario Securities Commission (OSC), including in regard to the criminal prosecution of securities fraud. The Budget does not include details of how or when these proposals will be implemented, but the announcements…

Securities Regulators Tell Aurora and CanniMed to Play by the (New) M&A Rules

March 26, 2018

The Financial and Consumer Affairs Authority of Saskatchewan and Ontario Securities Commission (together, the Commissions) recently released the highly-anticipated reasons for their decision relating to the unsolicited take-over bid (Aurora Offer) by Aurora Cannabis Inc. (Aurora) to acquire CanniMed Therapeutics Inc. (CanniMed). The decision is the first time since the new take-over bid rules were adopted in 2016 that the…

What’s Next in Securities Litigation: Emerging Technologies and Industries

February 8, 2018

Emerging technologies and industries are reshaping securities litigation and enforcement in Canada. Cryptocurrencies and robo-advisers are challenging regulators and market participants alike. Recent moves towards consolidation in the cannabis industry have tested the new take-over bid regime, and new case law has implications for underwriters in securities class actions. Our panel of Capital Markets and Litigation & Dispute Resolution practitioners…

IIROC and MFDA Statements of Priorities Show Continued Focus on Conflicts, Transparency and Cybersecurity in 2018

February 1, 2018

The Investment Industry Regulatory Organization of Canada (IIROC) and the Mutual Fund Dealers Association of Canada (MFDA) have each released statements of priorities for 2018. Taken together, and in conjunction with recently stated priorities of provincial securities regulators such as the Ontario Securities Commission, the statements illustrate that securities regulators will continue to focus closely on issues of conflicts of…

“Insider” Trading: Who Is an Insider?

January 31, 2018

The Ontario Court of Appeal’s decision in Finkelstein v. Ontario Securities Commission clarifies when a recipient of material, non-public information (MNPI) about a public issuer (a “tippee”) may be liable for insider trading or tipping. In particular, the court addresses when a person may be inferred to be in a “special relationship” with an issuer sufficient to ground liability. The…

Update on the OSC Whistleblower Program: Proposed Amendments Focus on Eligibility of In-House Counsel

January 25, 2018

The Ontario Securities Commission (OSC) adopted OSC Policy 15-601 – Whistleblower Program (Policy), creating its Whistleblower Program (Program) in July 2016. The Program is intended to encourage whistleblowers to report information on serious securities-related misconduct, including by offering monetary rewards to whistleblowers. This bulletin looks at two developments in respect of the Program, including a proposed amendment to the Program…

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