OSC Panel Issues Reasons and Decision in the Matter of Paul Donald

TORONTO – A Panel of the Ontario Securities Commission (OSC) today released its Reasons and Decision in the matter of Paul Donald (Donald).

Staff alleged that Donald, while an officer and employee of Research In Motion (RIM), engaged in insider trading contrary to subsection 76(1) of the Ontario Securities Act (Act) by purchasing securities of Certicom Corp. (Certicom) while in possession of material, undisclosed information and while in a special relationship with Certicom. Staff alleged that Donald was a person in a special relationship with Certicom within the meaning of subsection 76(5) of the Act, primarily because at the time of his purchases, RIM was proposing to make a take-over bid or to become a party to an amalgamation, merger or similar business combination with Certicom.

The Panel found that Donald was not in a special relationship with Certicom because, although RIM's acquisition of Certicom was a serious possibility as of the date of his purchases, RIM had not yet reached the stage of proposing to make a bid to acquire Certicom securities. Accordingly, the Panel concluded that Donald did not breach subsection 76(1) of the Act.

Donald was, however, found to have engaged in conduct contrary to the public interest by purchasing securities of Certicom with knowledge of material facts which had not been generally disclosed. The Panel held that market participants and officers of public companies, such as Donald, are expected to adhere to a high standard of behaviour. By purchasing securities with knowledge of material facts which had not been generally disclosed, the Panel held that Donald clearly failed to meet that standard and did so in a manner that impugns the integrity of Ontario's capital markets.

The Panel ordered that a hearing with respect to sanctions and costs will be held on September 13, 2012. A copy of the Reasons and Decision is available at www.osc.gov.on.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 capital markets.

 

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