Securities Litigation

Blakes has one of the most robust securities class-action defence practices in Canada. Our lawyers have experience representing issuers, financial institutions, auditors, underwriters, fund managers, dealers, directors and executive officers at all levels of court. Our emphasis on fresh thinking and creative solutions has allowed us to set important precedents in this rapidly developing area, including before the Supreme Court of Canada.

Our national team takes a comprehensive approach. We advise clients about securities class-action litigation readiness and avoidance, risk management and insurance, and internal investigations, all factors that can help to reduce class-action exposure before claims materialize. When claims do arise, we engage in thorough planning with our clients to develop a strategy that is aligned with their business objectives and tolerance for risk. 

Securities class-action litigation often arises within a broader nexus of legal activity that can include insolvency and regulatory proceedings, transactions, and insurance and employment disputes, often across multiple jurisdictions. Our sophisticated cross-disciplinary teams are adept at managing this complexity. Lawyers in diverse practice areas in our offices across the country coordinate seamlessly to deliver integrated solutions. We have strong relationships with top U.S. and international firms and regularly coordinate with them to deliver global resolutions.

Our Securities Litigation team has extensive experience representing clients facing investigations and enforcement proceedings commenced by provincial securities commissions and self-regulatory organizations, including the Investment Industry Regulatory Organization of Canada and the Mutual Fund Dealers Association. Our lawyers regularly represent clients involved in regulatory investigations that include cross-border issues and related investigations involving foreign regulators such as the Securities and Exchange Commission. 

Blakes has successfully represented issuers, private corporations, financial institutions, audit firms, investment dealers and individuals in regulatory proceedings and investigations involving allegations of contraventions of securities laws or industry rules, including matters relating to market integrity, securities fraud, insider trading, illegal distributions, supervision issues and unsuitable trading.

At Blakes, we recognize that regulatory investigations and enforcement proceedings can be destabilizing, even when successfully defended. Our team works to achieve client-focused resolutions through advocacy and negotiation.  We also coordinate closely with experts in other practice areas such as our Capital Markets team to ensure our clients receive the most informed and efficient strategic advice.

Blakes has one of the largest and most active mergers and acquisitions practices in Canada. An important aspect of our M&A practice is the support provided by the Firm’s securities litigators who work with clients and the transactional team from the earliest stages of an M&A deal to identify and address potential litigation issues.
 
Blakes securities litigators have extensive experience in handling hostile take-over litigation before the courts and provincial securities commissions and in going-private transactions, opposed arrangement transactions, and dissent and appraisal proceedings. Whether we are advising the company, the board of directors, a special committee or a related third party such as an investment banker, Blakes litigators understand the role that litigation can play in shaping the outcome of a contested M&A transaction.

Our Securities Litigation group also has significant experience handling associated class actions involving claims for breach of fiduciary duty and oppression. Blakes also represents vendors or sellers post-closing in disputes involving alleged breaches of representations and warranties in asset or share purchase agreements.

 

There has been dramatic growth in the variety and popularity of financial products, ranging from index-tracking exchange-traded funds to complex actively managed fund products. The market for such products has expanded beyond sophisticated and institutional investors, and financial products are becoming increasingly popular with retail investors.

These developments have prompted an increase in both civil claims and regulatory proceedings relating to financial products, including allegations related to the design, establishment, marketing, distribution and operation of financial products.

Blakes is a market leader in the defence of claims relating to financial products. We act for clients across the financial product industry, from financial product manufacturers, managers and trustees to distributors and client-facing advisors and salespersons. We have defended claims relating to product design and management, product sales and compensation, and robo-advisor/self-directed account disputes. We also regularly act for clients in their interactions with financial product regulators, including at the approval stage, as well as enforcement investigations and proceedings.
 

Directors and officers of Canadian corporations may face personal liability and even regulatory or criminal prosecution for actions taken or decisions made in the course of their duties in a wide and evolving range of circumstances. Fortunately, corporations can indemnify directors and officers for most exposures they may face, provided they have not engaged in intentional misconduct.
 
Blakes has extensive experience acting in disputes across the country in which directors’ and officers’ personal liability is at issue. These include securities class actions, oppression claims, derivative actions, indemnification disputes and insolvency proceedings. We also provide advice to corporate clients and individual directors and officers about indemnity agreements, directors’ and officers’ liability insurance coverage and governance practices.

 

Red flags warning of securities litigation or regulatory risks are often uncovered before a call from a regulator or a statement of claim arrives. Whether discovered by way of a whistleblower report, compliance review, customer or employee complaint, or internal audit, a company that learns of a potential risk needs to consider whether and how to investigate that risk and address it.

The Blakes Securities Litigation team assists companies, boards of directors and senior officers in managing these crises, including by determining whether and when to strike a special committee; designing, guiding and conducting internal investigations; and advising about any regulatory and litigation risks that are discovered. We are frequently called on to investigate and advise on matters relating to market integrity, accounting and securities fraud, insider trading, illegal distributions, supervision issues, sales practices, and unsuitable trading allegations. In conducting internal investigations, we work closely with directors, executives, in-house counsel, and forensic and accounting experts.

Blakes securities litigators know that early investigation and response are the best protection for companies facing potential financial exposure and reputational risks. We have extensive experience in guiding companies through these crises and, when appropriate, assisting in self-reporting to regulators and negotiating resolutions with them.