R.S.O. 1990, c. S.5, AS AMENDED
IN THE MATTER OF
DAVID BARNSDALE, ROCH BEAULIEU,
MARY DAWN DAVY, AHSAN KHAN, MARK MILLER,
JAMES SCHOFIELD, ASHTON SO,
WAYNE STEPHENSON, IAN YEO and TD SECURITIES INC.
RE: IAN YEO
1. By Notice of Hearing dated October 31, 1997, the Ontario Securities Commission (the "Commission") announced that it proposed to hold a hearing toconsider, inter alia;
(a) whether it is in the public interest to order, pursuant to clause 1 of subsection 127(1) of the Act, that the registration of Ian Yeo be suspended for such periodof time as is ordered by the Commission; and
(b) such further and other orders or directions as the Commission may consider to be in the public interest to make.
II JOINT SETTLEMENT RECOMMENDATION
2. The staff of the Enforcement Branch of the Commission ("Staff") agrees to recommend the settlement of the proceedings against Ian Yeo ("Yeo")commenced by Notice of Hearing dated October 31, 1997 in accordance with the terms and conditions set out hereinafter. Yeo agrees to the settlement on thebasis of the facts hereinafter set out.
3. Staff and Yeo agree that only if, as and when the settlement is approved by the Commission, may this settlement agreement be released to the public.
III STATEMENT OF FACTS
4. Yeo agrees with the facts set out in this section of the Settlement Agreement.
5. Staff acknowledges that the facts contained in this section of the Settlement Agreement are consistent with its investigation.
6. Yeo is registered with the Commission to sell securities. Since October 1996, Yeo has been employed by TD Securities Inc. ("TD Securities"). Prior toOctober 1996, Yeo was registered as a salesperson with another registrant.
7. Dean Albrecht ("Albrecht") is a financial marketing consultant who currently resides in the state of Florida in the United States of America.
(iii) "Financial Independence Through Superior Planning"
8. In the spring or summer of 1996, Albrecht advised Yeo that he was assembling a book on financial planning and asked if Yeo wished to participate. Albrechtpresented the book as an educational and marketing tool which Yeo could give to prospects and clients.
9. In or about June 1996 Yeo agreed to participate in the book project offered by Albrecht on the subject of financial planning. At this time, Yeo was aware thatothers in the industry had also agreed to participate in the book. Yeo understood that the other participants would make revisions to the copy of the book thatwould identify Yeo and them as "co-authors" along with Albrecht.
10. Yeo reviewed several drafts of the manuscript, made revisions and drafted several paragraphs of text.
11. Yeo provided a biography to be included in the book and sent a picture to Albrecht to be included with his biography on a co-author page in the book.
12. Yeo ordered 500 copies of the book from Albrecht and paid $5,000. Due to errors in the co-author page in the first shipment, this payment was applied to asecond shipment ordered by Yeo.
13. The version of the book received by Yeo named Yeo as "the co-author" at page v. No other co-author was named in Yeo's version of the book. Thenames of Albrecht and Yeo appeared on the cover of the book as authors. The foreword to the book acknowledged that a number of unnamed financial advisorshad contributed to the book by reading, critiquing, modifying and editing the manuscript. At this time Yeo knew that other co-authors would have receivedcopies of the same book referring to each of them as the sole co-author along with Albrecht.
14. At the end of November 1996, Yeo accepted delivery at his office at TD Securities of 500 copies of the book. Prior to distributing the book, Yeo providedto the compliance department at TD Securities for its review and approval project description materials containing portions of the proof of the book called"Financial Independence Through Superior Planning" including a page naming Yeo as the co-author. These materials included a description of a proposedupcoming publication, the production and description of authorship of which would be similar to that of "Financial Independence Through Superior Planning".This material indicated that the book could, at the option of the purchaser, be produced so as to name the purchaser as the sole co-author of the book.
15. TD Securities advised Yeo that it had no objection to the content of the book as presented in the material he provided and did not object to Yeo distributingthe book. Yeo distributed the book to 300-400 existing and potential clients.
16. Yeo received a second shipment of 500 books in March 1997. Thereafter, Yeo received a letter from OSC Staff dated May 20, 1997 which advised him that"Staff have some concerns that your role as a co-author of [the book] may amount to a misrepresentation and constitute conduct unbecoming a registrant withthe Ontario Securities Commission. Staff invite you to meet to discuss this matter should you wish to clarify your role as a co-author".
17. Despite the OSC letter, Yeo continued to distribute the book to existing and potential clients to the knowledge of TD Securities because Yeo was under thebelief that Staff's only concern was that he had not contributed to the writing of the book and not that he was named as the sole co-author when other co-authorsexisted although Yeo made no inquiries to confirm this belief.
(iv) Mitigating Factors
18. Yeo sought approval from TD Securities prior to distributing the books to clients.
19. Yeo has co-operated fully with Staff during this investigation.
(v) Conduct Contrary to the Public Interest
20. The conduct of Yeo was contrary to the public interest in that Yeo:
(a) agreed to participate in a marketing project involving the publication of a book which could have misled existing and potential clients as to the nature of hiscontribution to the subject manuscript;
(b) distributed to existing and potential clients a book which could have had the effect of misrepresenting him as being the sole co-author along with Albrechtwhen others had contributed to the writing of the manuscript; and
(c) the conduct described in subparagraphs 20 (a) and (b) above was conduct unbecoming a registrant under Ontario securities law.
IV TERMS OF SETTLEMENT
21. Yeo agrees to the following terms of settlement:
(a) that an order be made pursuant to clause 1 of subsection 127(1) of the Act that Yeo's registration be suspended for a period of 5 days commencing onMonday, January 19, 1998;
(b) that Yeo pay $1,000 towards the costs of Staff's investigation; and
(c) that Yeo undertakes not to distribute any further copies of the book.
22. Yeo hereby consents to an order of the Commission incorporating the provisions of Part IV above in the form of an order annexed hereto as Schedule "A".
VI STAFF COMMITMENT
23. If this Settlement Agreement is approved by the Commission, Staff will not initiate any complaint to the Commission or request the Commission to hold ahearing or issue an order in respect of any conduct or alleged conduct of Yeo in relation to the facts set out in Part III of this Settlement Agreement in respect ofwhich the Notice of Hearing was issued on October 31, 1997 against the Respondents.
VII PROCEDURE FOR APPROVAL OF SETTLEMENT
24. The approval of the Settlement Agreement shall be sought at a public hearing of the Commission scheduled for January 19, 1998.
25. Staff and Yeo agree that if the Settlement Agreement is approved by the Commission, it will constitute the entirety of the evidence to be submitted respectingYeo in this matter and he agrees to waive his rights to a full hearing and appeal of this matter under the Act.
26. Staff and Yeo agree that if the Settlement Agreement is approved by the Commission, he will not make further statements which are inconsistent with theSettlement Agreement.
27. If, for any reason whatsoever, the Settlement Agreement is not approved by the Commission or the order set forth in Schedule "A" is not made by theCommission:
(a) Staff and Yeo will each be entitled to proceed with a hearing of the allegations in the Notice of Hearing, unaffected by the Settlement Agreement or thesettlement negotiations;
(b) the terms of the Settlement Agreement will not be raised in any other proceeding or disclosed to any person except with the written consent of Yeo and Staffor otherwise as may be required by law; and
(c) Yeo further agrees that he will not raise in any proceeding the Settlement Agreement or the negotiation or the process of approval thereof as the basis for anyattack on the Commission's jurisdiction, alleged bias, alleged unfairness or any other challenge that may otherwise be available.
28. If, prior to the approval of this settlement by the Commission, there are new facts or issues of substantial concern to Staff regarding the facts set out in PartIII of the Settlement Agreement, Staff will be at liberty to withdraw from the Settlement Agreement. Notice of such intention will be provided to Yeo in writing.In the event of such notice being given, the provisions of paragraph 27 of this part will apply as if the Settlement Agreement had not been approved inaccordance with the procedures set out herein.
VIII DISCLOSURE OF SETTLEMENT AGREEMENT
29. The terms of the Settlement Agreement will be treated as confidential by both parties hereto until approved by the Commission, and forever if, for any reasonwhatsoever, the Settlement Agreement is not approved by the Commission.
30. Any obligation as to confidentiality shall terminate upon the approval of this Settlement Agreement by the Commission.
IX EXECUTION OF SETTLEMENT AGREEMENT
31. The Settlement Agreement may be signed in one or more counterparts which shall constitute a binding agreement and a facsimile copy of any signature shallbe as effective as an original signature.
January 16th, 1998.
SIGNED IN THE PRESENCE OF:
"Ian Yeo" "Larry Waite"