Securities laws are in place to protect investors from unfair, improper, or fraudulent practices, and to foster fair and efficient capital markets and confidence in capital markets.
These laws are drawn from various sources, including securities statutes (regulations and rules passed under those statutes), national and multilateral instruments, national, multilateral and local policy statements, notices and decisions of securities regulatory authorities, and court decisions.
And securities laws can be enforced through a variety of measures, including penal sanctions, administrative sanctions and civil enforcement orders, civil causes of action under the securities laws of Ontario, and criminal sanctions.
Our Securities Litigation practice involves advancing any remedy or defence on behalf of a client in a situation where liability under securities law arises, including through the venues where enforcement occurs, whether civil courts, administrative tribunals, or criminal courts.
Claims Involving Ontario's Securities Act
The principal source of the securities laws in Ontario is the Securities Act, R.S.O. 1990, c. S.5. It provides the foundation upon which securities regulation is based and provides the Ontario Securities Commission (the primary regulator of Ontario’s capital markets) with the power to make rules.
Primary market and secondary market offences are comprehensively set out under the Securities Act.
Claims Against Private or Public Companies
While we typically think of securities laws applying to public companies, the fact is that securities laws apply to any company that is an issuer of securities, whether that company is private or public.
Although private companies can usually avail themselves of several exemptions that relieve them from complying with prospectus and reporting requirements under Ontario securities law when they issue securities in their capital raising efforts, these exemptions and the private issuer’s conduct can also be a source of securities litigation.
Claims Against Investment Funds and Fund Managers
The provincial securities commissions in Canada have recognized two self-regulatory organizations: (1) the Investment Industry Regulatory Organization of Canada (“IIROC”) and (2) the Mutual Fund Dealers Association of Canada (“MFDA”). The role of IIROC is to regulate investment dealers and trading activity in the Canadian capital markets, and the role of the MFDA is to regulate mutual fund dealers in Canada.
Nevertheless, claims involving investment funds and fund managers are not limited to proceedings before self-regulatory entities; they can also include proceedings before the Ontario Securities Commission, civil causes of action, and criminal sanctions.
Claims Against Cryptoasset Trading Platforms