As I have noted in prior posts, securities class action litigation represents a significant part of the corporate liability landscape in Canada. In the following guest post, James R. Lane, a founding partner of the Toronto law firm of Bersenas Jacobsen Chouest Thomson Blackburn LLP, takes a look at a recent important decision by the Ontario Court of Appeal addressing director and officer liability issues under the Ontario Securities Act. A version of this article previously was published as an alert to the law firm’s clients. I would like to thank Jim for his willingness to allow me to publish his article as a guest post on this site. I welcome guest post submissions from responsible authors on topics of interest to this site’s readers. Please contact me directly if you would like to submit a guest post. Here is Jim’s guest post. Continue Reading Guest Post: Directors and Officers Must Defend Secondary Market Misrepresentation Claim
The outrage that followed 
Most professional liability insurance policies are written on a claims-made basis – that is, they cover only claims first made during the applicable policy period. A recurring issue under these kinds of policies is the question of when a claim was first made. This question can be particularly complicated if there were pre-policy period communications about a subject that subsequently results in a lawsuit. The question is whether the claim was first made at the time of the prior communications or at the time of the subsequent lawsuit. Two recent cases reached different conclusions about whether not pre-policy period communications represented a claim. As discussed below, these diverging decisions raise interesting issues. 
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On November 15, 2017, when the SEC Enforcement Division released its annual report detailing its enforcement activity during the preceding fiscal year, the report included a statement by the division’s co-directors detailing the division’s priorities for the coming year. As detailed below, the enforcement statistics in the report clearly reflect an agency in transition. The changes under the new administration are particularly apparent with regard to the agency’s enforcement activities involving publicly traded companies. The Enforcement Division’s annual report can be found 
The SEC’s whistleblower program is now entering its seventh year. The SEC’s Office of the Whistleblower’s November 15, 2017 annual report to Congress underscores that the agency’s whistleblower program continues to grow and remains an important part of the agency’s enforcement efforts. The number of whistleblower reports submitted to the agency once again increased in the 2017 FY, and the whistleblower reports continue to lead to significant enforcement recoveries, as well as to significant bounty awards to the whistleblowers, as detailed below. The Office of the Whistleblower’s 2017 report can be found 
The news headlines have been dominated in recent days by appalling revelations that leading politicians, entertainers, political candidates and others have engaged in sexual harassment, assault, and even worse behavior. As these stories have emerged, a dynamic has evolved in which the victims come forward with their stories and seek to hold the wrongdoers accountable for their misconduct. Now, a blockbuster settlement entered on Monday suggests that this dynamic may not be limited just to attempting to hold individuals to account but may also involve efforts to hold the wrongdoers’ companies’ executives accountable for allowing the misconduct or for turning a blind eye.
When two or more insurers’ policies potentially cover a single loss, “other insurance” questions can arise. Over the years, courts have developed a number of rules of the road to apply when multiple policies potentially cover the same loss. But these principles govern the obligations and responsibilities between the insurers, and not between the insurers, on the one hand, and the policyholder, on the other hand. These principles were well-illustrated in a recent case out of the Southern District of South Carolina in which Judge Henry Herlong held that the possible application of another policy of insurance did not entitle an insurer to a pro rata apportionment of its loss payment to its insured. The case provides a good example from which to consider the insurer’s rights and obligations are in these situations. Judge Herlong’s November 7, 2017 Opinion in the case can be found