Header graphic for print
Canadian Securities Regulatory Monitor News and Insight

Tag Archives: British Columbia Securities Commission

Accessing Foreign Capital Markets Just Got Easier for Issuers in British Columbia

Posted in Capital Markets

On October 31, 2017, the British Columbia Securities Commission (BCSC) published a blanket order granting new exemptions to the prospectus requirement to British Columbia issuers seeking to access foreign capital markets. The order revokes and replaces BC Instrument 72-503 Distribution of Securities outside British Columbia (BCI 72-503).

The new BCI 72-503 introduces three exemptions – (i) the private placement exemption, (ii) the public offering exemption and (iii) the testing of the waters exemption – that eliminate the need to file a Canadian prospectus in connection with most distributions to investors outside British Columbia and aim to reduce the administrative burden … Continue Reading

CSA 2015 Enforcement Report Reveals Increased Regulatory Activity and Significantly Higher Monetary Sanctions

Posted in CSA, Enforcement, IIROC, MFDA, OSC

On February 23, 2016, the Canadian Securities Administrators (CSA) released its annual report on the enforcement activities of its members. Enforcement and pre-enforcement activity has increased significantly in 2015. Monetary sanctions imposed by regulators more than doubled year-over-year and regulators concluded 38% more cases in 2015 even as the number of new proceedings increased slightly.

The 2015 Results

Monetary sanctions doubled: The regulators collectively imposed the highest amount of monetary sanctions on market participants since 2009, the year their investigation into the crash of the asset-backed commercial paper market was settled. In 2015, regulators imposed $138.3 … Continue Reading

BCSC declines to use public interest power to regulate where Securities Statute doesn’t: Silvercorp short seller allegations dismissed

Posted in Enforcement

The British Columbia Securities Commission (“BCSC”) recently considered whether a short seller committed fraud and breached the public interest by making negative statements about an issuer that did not “fairly present the full results of the diligence underlying those statements”. This decision has important implications for public companies seeking help from securities regulators when short sellers publish negative research about them. Historically, public issuers have not received much assistance from regulators in these circumstances and have had to resort to defamation cases. The Silvercorp/Carnes case was a rare example of a regulatory intervention.

In Re Carnes,[1] BCSC Staff … Continue Reading

Another tipping and insider trading case based exclusively on circumstantial evidence

Posted in Enforcement

In the recent Weicker[1] decision which followed a contested hearing, the British Columbia Securities Commission (BCSC) accepted Staff’s insider tipping and trading allegations against a geologist and his wife based on circumstantial evidence that included the “unnaturally timely” trading by the geologist’s wife.

Summary of Facts

BCSC Staff alleged that Robert Weicker, a geologist in a special relationship with Geo Minerals Ltd., informed his wife, Amina Weicker, about Geo’s impending takeover by New Gold Inc. before it was generally disclosed and that Ms. Weicker traded on this material non-public information.

At the relevant time, Geo was a junior mining … Continue Reading

British Columbia blanket ruling liberalizes regime for private placements of foreign securities to British Columbia-based institutional investors

Posted in Amendments, AMF, CSA, Industry News

Under Multilateral Instrument 51-105 – Issuers Quoted in the U.S. Over-the-Counter Markets, a foreign issuer which undertakes promotional activities in Canada without being listed or quoted on a designated exchange runs the risk of being deemed a reporting issuer in Canada, and therefore subject to extensive Canadian continuous disclosure requirements, if the issuer’s equity securities trade over the counter (OTC) in the United States. As a result, some dealers undertaking private placement offerings of foreign securities in Canada have been limiting Canadian selling efforts to Ontario (which did not adopt MI 51-105), Quebec (which issued a blanket order in Continue Reading

On Market Manipulation – the case of Thalbinder Singh Poonian et al., 2014 BCSECCOM 318

Posted in AMF, Compliance and Supervision, Conformité et supervision, Jurisprudence, Litigation, Marketplaces

In the fall of 2014, a British Columbia Securities Commission Panel considered whether five B.C. residents (the Respondents) had engaged in market manipulation of the shares of OSE Corp. (OSE), an Ontario company listed on the TSX Venture Exchange.

In Thalbinder Singh Poonian et al., 2014 BCSECCOM 318, the Panel found that the Respondents and certain relatives, friends and associates (Secondary Participants) acquired a dominant share position of OSE and manipulated OSE’s share prices by trading through brokerage and nominee accounts. They also sold shares to unsuspecting clients of the Phoenix Group and its affiliates, where Phoenix and … Continue Reading

The Challenge With Determining When The Writing Is On The Wall: insider trading case considers materiality of confidentiality agreement and expired unsolicited offer

Posted in Enforcement

The British Columbia Securities Commission (BCSC) recently considered whether a consultant for a law firm had committed insider trading and breached the public interest when she traded a client’s shares with knowledge of undisclosed facts.

In Weiqing Jane Jin, 2014 BCSECCOM 194, there was no question that the consultant was in a special relationship with the issuer client and had traded while in possession of facts that had not been disclosed.  The materiality of these facts was contested.

Confidentiality Agreement Was Not a Material Fact

The BCSC determined that it was not a material fact that the client … Continue Reading