unseasonably warm weather in Danier Leather; this is the market impact test! Timing may be important – look @ Kapusta on p.360 Re Donnini (p.361; footnote 122) F: Donnini was a director and large SH of the parent company of Yorkton Securities, which was negotiating w/ KCA, a mining company, about a warrants financing. I: whether Donnini knew material non-public facts when he engaged in certain trades? OSC found that Donnini knew from speaking w/ a # of colleagues at Yorkton that the deal was likely to be completed at $6.75 per share, and that counted as knowledge of a “material fact” even though the deal was not certain to occur. This finding was confirmed by his trading pattern Commission considered the probability that financing might go through as relevant Concealing ID of firm – not good Probability/Magnitude Test Likelihood of occurrence and impact on the market price H: guilty of insider trading (B) The material information relied on by X to trade was NOT GENERALLY DISCLOSED There are two parts to making info public (p.361-363): disclosure (releasing the info) and accomplished through continuous disclosure methods dissemination (ensuring the info is distributed broadly enough). Harold P. Connor (OSCB 1976) Test for whether a material fact or change has been generally disclosed: Information must have been disseminated to trading public Public must have been given adequate time to digest that information given its nature/complexity – minimum 1-day requirement This test was later incorporated into NP 51-201 – issuer’s responsibility to make sure the information has been disseminated National Policy 51-201 Recommendations on how to disclose and when to disclose material change Also addresses selective disclosure & recommends some steps to be taken to minimize selective disclosure Tipping is selective disclosure, so Evidentiary issues Commission Staff must prove each element of the an illegal IT allegation on a BOP.
unseasonably warm weather in Danier Leather; this is the market impact test! Timing may be important – look @ Kapusta on p.360 Re Donnini (p.361; footnote 122) F: Donnini was a director and large SH of the parent company of Yorkton Securities, which was negotiating w/ KCA, a mining company, about a warrants financing. I: whether Donnini knew material non-public facts when he engaged in certain trades? OSC found that Donnini knew from speaking w/ a # of colleagues at Yorkton that the deal was likely to be completed at $6.75 per share, and that counted as knowledge of a “material fact” even though the deal was not certain to occur. This finding was confirmed by his trading pattern Commission considered the probability that financing might go through as relevant Concealing ID of firm – not good Probability/Magnitude Test Likelihood of occurrence and impact on the market price H: guilty of insider trading (B) The material information relied on by X to trade was NOT GENERALLY DISCLOSED There are two parts to making info public (p.361-363): disclosure (releasing the info) and accomplished through continuous disclosure methods dissemination (ensuring the info is distributed broadly enough). Harold P. Connor (OSCB 1976) Test for whether a material fact or change has been generally disclosed: Information must have been disseminated to trading public Public must have been given adequate time to digest that information given its nature/complexity – minimum 1-day requirement This test was later incorporated into NP 51-201 – issuer’s responsibility to make sure the information has been disseminated National Policy 51-201 Recommendations on how to disclose and when to disclose material change Also addresses selective disclosure & recommends some steps to be taken to minimize selective disclosure Tipping is selective disclosure, so Evidentiary issues Commission Staff must prove each element of the an illegal IT allegation on a BOP.
ADJUNCT_104_Winter_2017_Nahal_Iranpour.docx