The Supreme Court of Canada (SCC) is set to issue its decision in Lundin Mining Corporation v Dov Markowich (Markowich). This highly anticipated SCC decision regarding disclosure obligations could alter the landscape for...more
In recent years, the OSC and other regulatory bodies began signaling to public markets that regulators intended to crack down on what they termed abusive short-sellers. Against this backdrop, the OSC brought enforcement...more
In a recent decision in Lochan v. Binance Holdings Limited, the Ontario Court of Appeal (ONCA) affirmed the decision of the lower court setting aside an arbitration agreement as void both because it was contrary to public...more
It was another active year in securities class actions, with appellate courts demonstrating renewed interest in secondary market misrepresentation claims. In one such decision from February 2024, Drywall Acoustic Lathing and...more
In a recent decision, Kraft (Re) (Kraft), the Ontario Capital Markets Tribunal (the Tribunal) articulated clear guidance with respect to the application of the necessary course of business (NCOB) exception to the prohibition...more
In an active year in securities class actions, Canadian courts have provided new guidance and clarity in a number of important areas. Below we briefly review a number of significant decisions in Canadian securities class...more
The test for leave to bring a secondary market securities misrepresentation claim under section 138.3 of the Ontario Securities Act (OSA) has been the source of much confusion and conflicting jurisprudence. In a series of...more
Le Groupe de travail sur la modernisation relative aux marchés financiers de l’Ontario (le « groupe de travail ») a récemment publié son rapport final (le « rapport final »), qui énonce plus de 70 recommandations visant à...more
The Ontario Capital Markets Modernization Taskforce (Taskforce) recently released its final report (Final Report) outlining over 70 recommendations aimed at modernizing Ontario’s capital markets regime. The Final Report...more
Dans une série de procédures administratives récentes de la Commission des valeurs mobilières de l’Ontario (la « CVMO »), le personnel de la Mise en application de la CVMO (le « personnel ») a cherché à présenter des...more
In a series of recent Ontario Securities Commission (OSC) administrative proceedings, enforcement staff of the OSC (Staff) have sought to present the allegations against respondents in a manner that would, if accepted,...more
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...more
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
In its recent decision in Rooney v. ArcelorMittal S.A. (Rooney), the Court of Appeal for Ontario (Court) held that primary market investors have the option of suing both the offeror and its directors and signatories for...more
In its recent decision in Mask v. Silvercorp Metals Inc. (Mask), the Court of Appeal for Ontario (Court) dismissed an appeal of the denial of leave and certification to a proposed statutory secondary market securities class...more
That loud whirring you heard earlier this week? It was the sound of Ontario’s 50,000 (or so) lawyers collectively printing the 169-page, 445-paragraph decision in Groia v The Law Society of Upper Canada. The case has been...more
In the LBP Holdings v. Allied Nevada Gold Corp. decision released on April 27, 2016, the Ontario Superior Court of Justice refused to allow the underwriters of a secondary public offering (SPO) to be added as defendants to a...more
In the five months since the federal Liberal government took office, it has remained largely silent on the future of the cooperative capital markets regulatory system (Cooperative System), even as Alberta and Quebec maintain...more
Comments on the revised consultation draft of the provincial/territorial Capital Markets Act (CMA) and the draft initial regulations (Initial Regulations and, together with the CMA, the Consultation Drafts) for the proposed...more
Under the Ontario Securities Act (“OSA”), a statutory right of action exists for secondary market misrepresentation for any person who acquires or disposes of an issuer’s securities within the relevant time period. An action...more
A recent decision by the Supreme Court of Canada offers both clarity and further questions on the timing of secondary market misrepresentation claims brought under the Ontario Securities Act (the “Securities Act”). While we...more
Under the proposed cooperative capital markets regulatory system (Cooperative System), which would create a cooperative regulator involving the federal government and the governments of British Columbia, New Brunswick,...more
The Ontario Superior Court of Justice’s (Court) recent decision in Rahimi v. SouthGobi Resources (Rahimi) confirms that courts will consider and evaluate defences at the leave stage of a statutory secondary market disclosure...more
The Toronto Stock Exchange (TSX) has adopted amendments to the TSX Company Manual (Manual) concerning non-corporate issuers, effective September 17, 2015. The amendments generally codify existing practices of the TSX with...more
On August 25, 2015, the participating jurisdictions of the proposed Cooperative Capital Markets System (the Cooperative System) published for comment a revised consultation draft of the uniform provincial/territorial Capital...more