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The Ontario Securities Commission. (Peter Power/The Globe and Mail)
The Ontario Securities Commission. (Peter Power/The Globe and Mail)

OSC targets corporate ‘gatekeepers’ Add to ...

The Ontario Securities Commission is turning its focus to “gatekeepers” who help companies list on stock exchanges and says it is investigating several new cases involving corporate advisers.

Enforcement director Tom Atkinson told the watchdog’s annual conference in Toronto that his team has targeted auditors, underwriters and corporate officers and directors in cases where listed companies have been accused of wrongdoing.

“We need to be sure they’re doing their jobs, and if they’re not, we’re going to hold them accountable,” he said.

Mr. Atkinson said three investigations are under way, although no allegations have been unveiled yet.

He did not identify the companies involved, but the commission has previously said it is looking at the role of gatekeepers in the collapse of Chinese forestry company Sino-Forest Corp. The OSC in May accused Sino-Forest and most of its former top executives of fraud for allegedly misrepresenting the company’s revenues and concealing deals with related parties.

The new focus on gatekeepers stems from concerns last year that a number of foreign-based companies – most notably Sino-Forest – were listing on Canadian exchanges to tap into a ready source of capital but were not abiding by Canadian business standards or securities laws.

Mr. Atkinson said there are elaborate systems in place for auditors and underwriters to verify financial information from foreign companies, and investors should be able to trust those controls.

He said work on complex international investigations like Sino-Forest has become one of the commission’s top enforcement priorities in the past year. The other key priority, he said, is to take more cases to court as quasi-criminal matters, which allows jail terms to be imposed.

The OSC has decided to target cases for the courts that involve repeat offenders or people who have breached OSC cease-trade orders, Mr. Atkinson said. Ten people were sentenced to a total of 16 years in jail in OSC cases last year, he said.

Securities lawyer Paul Steep told the conference that the commission needs to win jail sentences in other types of high-profile cases such as insider trading to create a strong deterrent. “There’s something about getting them into the criminal courts and getting the penal sanction which creates an impact with the public,” he said.

Ermanno Pascutto, executive director of investor advocacy group FAIR Canada, questioned why the OSC would focus on repeat offenders for the courts when there are other blatant cases where people abscond with money.

“Do they have to defraud people twice before you prosecute it?” he said.

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