Overview
Miller Thomson’s Securities Litigation Group defends individuals and companies in investigations and prosecutions of securities offences including fraud, insider trading, illegal distributions and trading without registration. As counsel with extensive experience on high profile cases, we understand how critical it is to work with our clients to mitigate business and reputational harm. Many of our lawyers are former Assistant Crown Attorneys and/or prosecutors with the OSC or other provincial securities regulators, IIROC and the MFDA. Our team develops strategies that successfully navigate parallel regulatory, criminal and civil proceedings including class actions and criminal charges in other jurisdictions, such as the United States and the United Kingdom.
Our services include:
Advising Boards of Directors of Public Companies
- Conducting special or independent committee investigations
- M&A and take-over bid litigation
Regulatory and Criminal
- Investigations into breaches of provincial securities legislation and securities offences under the Criminal Code, including cease trade orders, freeze directions and orders, orders authorizing disclosure of compelled evidence & reciprocal orders.
- Defence and prosecution of insider trading, trading without registration, illegal distributions, prohibited statements, misrepresentation, fraud and market manipulation.
- Representation of reporting issuers, their officers and directors, investment dealers, brokers, and employees facing potential liability for failure to meet their professional duties.
- Representation of investment dealers and advisors in proceedings for professional misconduct including breaches of IIROC and MFDA requirements.
Civil
- Defence of negligence actions against investment dealers and advisors including for unauthorized trading, unsuitable investment recommendations and misrepresentation.
- Defence of civil actions against public companies and officers and directors for misleading statements including misrepresentations and material non-disclosure.
- Shareholder litigation including oppression and breach of contract claims.
- Class actions relating to prospectus and continuous disclosure obligations, negligence, fraud.
Notable matters
- Defended the former CEO of Sino-Forest in the securities fraud prosecution before the Ontario Securities Commission and parallel proceedings;
- Defended a director in the misleading corporate disclosure prosecution of YBM Magnex International before the Ontario Securities Commission;
- Represented investors in matters of insider trading against regulators and shareholders; Represented investment dealers and advisors on several regulatory complaints by IIROC on off shore investments, securities related to gold, etc.;
- Represented investment dealers in several matters against clients on option trading;
- Defended a portfolio manager against a class action certification motion for $137M in the Norbourg mutual funds matter. Certification was denied;
- Defended two investment advisors against civil, penal and disciplinary proceedings in the Mont Real notes matter. All proceedings were settled;
- Represented a pension fund seeking the liquidation of a mutual fund. Liquidation was ordered;
- Defended an investment dealer against a competitor alleging that derivative product confidential information had been stolen. Action was abandoned;
- Successfully defended a financial institution and its directors against ultimately unproven allegations of stock manipulation and money laundering in the longest and most complex hearing to date before the British Columbia Securities Commission;
- Represented a portfolio manager whose Chief Analyst was sharing strategic information with an investment bank. Matter was settled;
- Represented the British Columbia Financial Institutions Commission in proceedings related to the influence and control of a credit union by parties accused of links to terrorist activities;
- Represented Canadian clients in dealings with U.S. state and federal securities regulatory authorities, including negotiating cross-border licensing arrangements and defending parties being investigated;
- Represented financial institutions and a Canadian territorial government with respect to the collapse of the Canadian third-party asset backed commercial paper market, including providing advice on litigation proceedings throughout Canada and in the U.S.;
- Defended a securities firm against a competitor alleging that products confidential information had been stolen. Action was abandoned;
- Represented a senior executive of a large Canadian subsidiary of a U.S public company and of an insider of a public mining company in connection with allegations of insider trading;
- Represented a complainant in connection with take-over bid compliance;
- Counsel to an intervener opposing the extension of a cease trade order for a VSE and ME listed company under the Securities Act (Ontario) and the Securities Act (Alberta);
- Counsel for a bank subsidiary dealer in connection with the Bre-X scandal;
- Counsel to limited partners in connection with claims in a number of failed syndications;
- Registration reinstatement for a salesperson of a now defunct broker.
