Practice Profile
Securities Litigation
When dissident shareholders threaten to block your acquisition of another business, or you seek an order to cease trading securities offered pursuant to a poison pill in defence of your takeover bid, or a securities regulator serves your company with a summons to investigate alleged insider trading, or a client complains to the regulator or institutes litigation complaining of discretionary trading or unsuitable investments, you need first class securities litigation lawyers who understand the capital market and securities industry and proactively pursue innovative, timely solutions to achieve the optimal outcome that achieves your business objectives. We understand that the outcome of your case may be critical to the future of your company. Our team members are experienced in assisting our clients to strategically navigate through the challenges presented in times of close scrutiny by regulatory bodies, investors and the media.
Our securities litigators have acted for major corporations who are reporting issuers, offerors and target companies, their directors, officers and special committees, as well as individual and institutional shareholders, investment dealers, brokers and securities advisors. Our cases have involved all types of securities and investment products including common and preferred shares, mutual funds, bonds, futures, options, hedge funds, warrants, debentures and rights plans. Our team members have effectively defended simultaneous proceedings before the courts, Ontario Securities Commission (OSC) and self-regulatory organizations. We have successfully prosecuted, defended and settled proceedings on terms most advantageous to our clients.
Our securities litigators work in close conjunction with leading practitioners in our Securities Group and Registration and Compliance Group, which allows us to capitalize on their complementary expertise and depth of experience in business analysis and corporate governance. We frequently consult with our securities, corporate finance and mergers and acquisitions specialists to achieve successful settlements that allow our clients to avoid litigation and/or enforcement proceedings.
We provide trial, appellate and regulatory advocacy, dispute resolution, and strategic and risk management advice and services in all aspects of securities litigation and regulatory proceedings concerning:
- Contested takeover bids
- Illegal proxy solicitation
- Shareholders’ rights disputes
- Oppression remedy actions
- Derivative actions
- Directors’ and officers’ duties and liability
- Contentious share transfers
- Disputed share valuations and business valuations
- Insider trading
- Stock option backdating
- Liability arising from primary market misrepresentations in prospectuses and secondary market misrepresentations in continuous disclosure documents
- Ponzi schemes and other frauds against investors
- Securities class actions
- Court-ordered approval of plans of arrangement for public companies and income trusts
- OSC enforcement hearings
- Civil actions and disciplinary proceedings involving investment dealer and broker negligence or misconduct
- OSC, Investment Industry Regulatory Organization of Canada and Mutual Fund Dealers Association of Canada investigations, interviews, hearings and settlements
- Internal investigations and critical reviews of clients’ compliance policies and practices
Most recently, our securities litigators have represented clients in many prominent cases including:
- Acted for a Real Estate Investment Trust in the successful defence of OSC and court proceedings brought by its largest unitholder who sought to overturn the TSX’s conditional approval of a $14,000,000 private placement, enjoin the closing of the private placement and remove the trustees of the REIT before the transaction closed
- Acted for a mining company in the successful defence of an oppression application in which our client’s largest individual shareholder sought an order compelling the company to conduct a shareholders meeting to approve a transaction that resulted in the company combining with another mining company to create one of the world’s largest mining companies
- Acted for a mining company in OSC proceedings which defined the circumstances in which an acquiror is required to hold a shareholders’ meeting and obtain shareholders’ approval of an acquisition, when the shareholders of the target are afforded a vote. This landmark decision led the TSX to amend the TSX Company Manual to require TSX-listed issuers to obtain the approval of their shareholders for acquisitions that will result in the issuance of 25% or more of the issued and outstanding shares of the acquirer on a non-diluted basis in payment of the purchase price
- Acted for dissenting shareholders in an action brought by a corporation that sought a declaration fixing the fair value of their shares where the shareholders disputed that the corporation had obtained an independent assessment of the fair market value of the shares
- Acted for a corporation in the successful defence of a summary judgment motion brought by another corporation that sought a declaration that our client had repudiated a subscription agreement, as well as the successful defence of a motion brought by a minority shareholder of that other company who sought to preclude our client from seeking damages for the breach of the subscription agreement. These decisions enabled our client to be free to pursue a multi-million dollar damages claim through binding arbitration
- Acted for a corporation in a dispute concerning a notice given pursuant to a right of first refusal clause contained in a shareholders' agreement. The notice, which was provided in the context of a take-over bid for a TSX-listed company, incorporated superior proposal provisions contained in a lock-up agreement that had been entered into among a potential acquirer and two significant minority shareholders of the target company
- Acted in numerous investor fraud cases and, through the use of Mareva and Anton Piller injunctions, have successfully traced and recovered investments lost in Ponzi and other fraudulent securities schemes
- Acted for mutual fund dealers in class action proceedings and settled the matter before the class action was certified
- Acted for securities dealers in matters in which several clients commenced proceedings alleging unsuitable investments and unsuitable strategies including leverage loans
- Acted for limited market dealers at the OSC in regard to issues of suitability
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