Court of Appeal Upholds OSC Panel Decisions in Insider Tipping and Trading Case

TORONTO – On January 25, 2018, the Ontario Court of Appeal upheld the Ontario Securities Commission (OSC’s) Reasons for Decision on the Merits dated March 24, 2015 and its Reasons for Decision on Sanctions and Costs dated August 24, 2015 with respect to Howard Miller and Francis Cheng. The Court’s decision was the first time it considered the interpretation and application of the definition of a “person in a special relationship with an issuer” in relation to insider trading and tipping.

The Court upheld and confirmed that the factors developed by the OSC panel in assessing whether a person was “in a special relationship” were a reasonable guideline in making such a determination.

The Court also restored the liability and sanctions orders of the panel with respect to Francis Cheng, who had been found by the OSC panel to have engaged in illegal insider trading and tipping.

A copy of the Court decision is available on the Court of Appeal’s website.

Documents relating to the underlying OSC proceedings, including the Reasons for Decision on the Merits and the Reasons for Decision on Sanctions and Costs, can be found at www.capitalmarketstribunal.ca.

The mandate of the OSC is to provide protection to investors from unfair, improper or fraudulent practices and to foster fair and efficient capital markets and confidence in the capital markets. Investors are urged to check the registration of any persons or company offering an investment opportunity and to review the OSC investor materials available at www.osc.ca

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