1 Voters know Dalton doesn't mean anything he says, so for some reason they will vote for him and include another $600 'health' tax in their household budgets already - but Liberal voters had better hope it's only another 600 dollars, it could easily be more because keeping the teacher's union and aboriginals quiet during an election is very expensive. Ontario may be on the road to the bottom of the heap of provinces, but voters don't care provided their Liberals get great press releases. Why that comforts so many people is inexplicable.

2 Who fed you this story? Or do you expect us to believe that you came up with it yourself?

3 I don't expect anything of anyone. Heck, I don't even expect anyone to visit my blog, which is why I'm grateful for each and every person who comes by to read my ramblings and perhaps leave a comment. Believe anything you want -- it's a free country. If you think the documentation I've quoted tells a compelling story, that's wonderful. If you think that the issues raised by the banks concerning the changes promoted by Gerry Phillips and the OSC don't constitute an example of Ontario shooting itself in the foot, then I guess I missed the mark on this one. Don't sweat it, Jason. I don't see this one going any farther than the blog. Very few of my stories do.

4 Well, that's a switch from last election, he promised NOT to raise taxes, he did, he lied, now he's promising no NEW taxes. Believe him again if your a fool. Appears the voters of Ontario are fine with being lied to and taken for fools if we are to believe the Polls. If Tory hadn't stupidly handed him the gift of Faith Based School funding he had nothing else to run with. What makes it sadder is McGuinty is a complete hypocrite on the school funding issue.

5 You know, "No raised taxes" is a more accurate representation of what Dalton McGuinty said. I've made the change.

6 No raised taxes, no new taxes, no matter,to believe him the only qualification is to be a fool.

7 Lying liberal bastard, but then aren't they all?

8 Looks like the Lying Liberal will be returned to office thanks to Tory and his stupid idea to fund all faith based schools. That is the one issue that seems to have grabbed all the attention, the voters of Ontario seem to be fine with being lied to. They also have no problem with wait times and long line-ups for C-Scans and MRI machines. They seem happy to believe McGuinty when he tells them wait times are down and he does not want us to use our health card to access private clinics. No problem with how he handled the Caledonia affair. Paying big bucks to stale buns like Jane Stewart and David Peterson to sort it out, they did squat. Tory is now saying he'll have debate and vote in the Legislature on the funding issue he created but it may be too late. People have been voting 7 days a week from 9am to 9pm already in advance polls. Many Conservatives are angry and frustrated with Tory, if he doesn't pull this one off he's finished in politics.

9 If this change (provincial) effects Canada savings bonds (federal) then I expect the OSC will get slapped down by the feds. The Harper government isn't going to allow some nebulous arm of the McGuinty government to decrease its revenues.

10 If you had an issue that you really felt strongly about and wanted to see changed but you knew it might be controversial wouldn't you wait until you had gained power before you tried to start changing things? Actually, Kim Campbell was right, in today's world, an election is no time to discuss policy; she just shouldn't have said it. Elections are usually about the record of the government and there was so much material to work with in Dalton's record; hundreds of broken promises, the health tax, Caledonia, the stabbings and shootings in Toronto, the slush fund, the catch and release justice system. This is what the election should have been fought on. John Tory and his campaign team appear to be totally inept.

11 Here's a question to trot out during an all candidates meeting. "If your party forms the next government, when you legislate a carbon tax what will you call it, a tax or a levy?"

12 Some Dalton ad I saw on the iDIOT BOX last week, it seemed like Dalton was grinning thru his teeth, almost like he was laughing at me, down inside, because he knows it's all just plain shit! ...all these F'en LAWYERS running around in politics...bad people, sociopathic tapeworms. ....who was that cockroach "judge" who ruled these f**** could lie to get elected? So many laws to control us....so few to control them.

13 A Mcguinty promise has about the same chance as a blonde in Norman Bates' shower.

1 The OBA's popsiiton is hilariously ironical. Essentially they say CPAB can do effective oversight without seeing the very material the auditor relied on, but then the OBA seeks a solicitor-client privileged opinion so that it can oversee the government. The OBA should do its own legal research and lay out a credible legal argument against the Bill (which it cannot do and so has not). The PCAOB has access to these privileged documents from Canadian auditors already with respect to SEC registrants. Why? Everyone who is actually involved in the area knows you cannot do a proper oversight audit without such access. The irony with the current situation is that CPAB has less access to the audit files of Canadian auditors than the PCAOB has access to the audit files of Canadian auditors. That should be a reality check for OBA and other ill-informed detractors. The post here is still barking up the wrong tree in linking this to the OSC, because CPAB is prohibited by the draft legislation from sharing or disclosing the contents of any of the privileged documents with the OSC or any other securities regulators.

2 Murray: The OSC should give you a job,unless you are already working for it. You are a very good OSC apologist. But you are wrong on a few points. First of all, Murray, do not insult our intelligence. CPAB was set up by a National rule created by a voluntary organization called the CSA, (Canadian Securities Administrators) who is made up of the OSC, BC Securities Commission, Alberta Securities Commission and the Quebec Commission. We all know that the OSC is one of the founding members and the driving force behind the CSA. The Council of Governors of CPAB, which is CPAB's board of directors consists of, (surprise, surprise, surprise,) the chairman of the OSC, and other chairmen of securities commissions. Are you the only person in Ontario who naively believes that the Council of Governors will not gain access to CPAB solicitor-client privileged information? If the chairmen gain access, then the OSC gains access. Speaking about law, Murray, recall the 2005 Ontario Superior Court decision in Phillips Services v. OSC. In that decision, the court specifically prevented the OSC from gaining access to solicitor-client privileged information on the basis that the limited waiver of privilege afforded to Deloittes, the auditor, did not extend to the OSC. That is what the case stands for. No amount of OSC spin can change that, Murray. The intent of the CPAB Bill is to repeal the decision in Phillips, and give access to solicitor-client privileged information to CPAB, and ultimately to the OSC. According to the current law in Ontario, CPAB and OSC are prohibited from gaining such access. On the matter of law, the OBA also suggested that in rare circumstances where "absolute necessity" has been demonstrated, the courts have allowed access to solicitor-client privilege. Guess what,Murray, I sense from the OBA letter and the lack of quick response from the Government to the initial OBA letter, that the Government is struggling with this issue. Recall, Murray, there was no white paper. No prior consultation with interested parties; lawyers, auditors, reporting issuers. In other words, no attempt was made by the Government to establish "absolute necessity". That is the law, Jack. You do not need to be a lawyer or auditor to sense the Government's discomfort on this. The Government has failed to make a case for access to solicitor-client privilege. The Government knows it. The OBA knows it. We know it. Believe it, Murray. Murray, it has become a major rule of law issue. Rule of law does not really mean much to the 80 lawyers at the OSC because with the OSC, the ends justify the means and the Chairman of the OSC, not being a lawyer, is not concerned with such legal "technicalities". The AG on the other hand is a lawyer and has responsibility to administer the law fairly and with due process. His lawyers in his branch have similar ethical and professional standards to uphold. I strongly suspect the AG and the McGuinty Government do not want to blatantly contravene the rule of law and fall on the wrong side of the Charter of Rights. These legal niceties do not concern the highly conflicted OSC/police/judge/enforcer/ regulator/ lawmaker/executioner body, but they concern Premier McGuinty and Bryant. The Premier and his majority could shove through this non-Charter- compliant, unconstitutional CPAB legislation, but then the McGuinty Government will forever be branded as Charter Rights violators. Kiss your re-election and your legacy good-bye, Premier Dalton. Remember Premier, Chairman Dave Wilson, is not your friend. The OSC doesn't do friends. Premier McGuinty and Ministers Bryant, Sorbara and Phillips, govern yourselves accordingly. You are coming up to the Rubicon. Once you cross the Rubicon and violate the Charter, you can't go back. Avenger Murray, wake up and smell the OSC ruses. We are no longer in Kansas, Toto. The CPAB gives access to the OSC of information, that to date, it can only obtain by court order, something in Ontario, we like to call the rule of law. Murray, you are asking us to trust the OSC, that somehow, it will not gain access to this information in the hands of CPAB. Murray, this is the same organization in Northern Securities case, that secretly without notice to Northern Securities approved an illegal rule, retroactively (nunc pro tunc, now for then) in order to validate an illegal proceeding based on an illegal rule. Instead of acting legally, ethically and honorably, and dismissing the proceedings against Northern Securities, the OSC conspired with the TSX to in effect back date a rule. (I hear backdating options and documents by reporting issuers are frowned upon by the OSC)

3 Avenger: Who let you into this blog, you latte-sipping, tree-hugging Charter Rights geek. I stand tall with my man, Murray. He got it right, dude. The OSC is right to use this CPAB group to go after those white collar crooks. So what if the OSC gets its hands on some private lawyer's memo to the executive of a public company. If that lawyer's memo could be used as evidence to put away a Frank Dunn or Conrad Black, so be it. Did not Chairman David Wilson of the OSC claim, "Justice delayed is justice denied!" I think that would make a great bumper sticker on my truck. I love that guy. He doesn't care about rule of law crap. He's my man. I wish there were more guys like him in the government. Too many lawyers are clogging up the courts with their Charter Rights defences and the real bad guys are getting away. I am with you and the OSC, Murray. Give us justice and let us get around that Charter right against self-incrimination. I normally can't stand that McGuinty fellow. But I support him and his people for giving the OSC the power to cut back on procedural safeguards,rule of law and due process, so they can bring the bad guys to justice. I say the OSC needs more power. Unleash the OSC on those rights-loving OBA lawyers. I say the OSC should regulate the Ontario lawyers like their regulating the Ontario accountants. Live Free Or Die

4 "CPAB was set up by a National rule created by a voluntary organization called the CSA, (Canadian Securities Administrators) who is made up of the OSC, BC Securities Commission, Alberta Securities Commission and the Quebec Commission. We all know that the OSC is one of the founding members and the driving force behind the CSA." False. CPAB was incorporated under Canada Corporations Act. It was spearheaded by the CICA, which anticipated federal action and Senate hearings but appreciated there were sgnificant constitutional barriers in Canada due to division of powers. The CICA, OSFI and the CSA, with pressure from IOSCO (the International Organization of Securities Commissions). CPAB was originally established without any CSA rule, with membership from auditing firms being purely voluntary. The large accounting firms realized some such enhanced oversight audit, something well beyond what the provincial self-regulating professions were doing (which only audited individual accountants and not firms). BC was a holdout within the CSA, so other securities regulators proposed a multilateral instrument. After hearings in the Senate and submissions to the CSA, which the CSA responded to point by pint, BC came on side, and only then did NAtional Instrument 52-108 get adopted. All this instrument does is require reporting issuers to use audit firms that are participating audit firms in CPAB. If a reporting issuer does not want CPAB to audit its auditors, then it can go private. In the same way, a reporting issuer that does not want the PCAOB to see its privileged documents can give up raising capital on the US market. The relationship of CPAB to the CSA is less connected than the PCAOB to the SEC. If you read the proposed bill, you will see that the OSC gets very little access to CPAB. All the OSC gets is an annual report, on which it may comment and pass on to the minister. It is the minister that has powers over CPAB, not the OSC. Next point. The Counscil of Governors is not the board of directors. The COuncil of governors only appoints the independent (non-accountant) directors and has a veto over bylaw changes. The Council is not comprised of securities regulators. There are three securities regulators, the Superintendent of OSFI (federal) and the president of the CICA (the CICA sets accounting audit standards-GAAS). Bill 151 provides that the OSC rep on the COuncil cannot participate in OSC matters arising from CPAB. There is a strict wall. It's plain as day in Bill 151. In any event, neither the board of directors nor the Council of governors gets privileged documents. The Council of GFovernors would have no reason to, since they are not the board and do not manage CPAB--they only appoint directors and review proposed bylaws changes. You misread Philips. Philips was one of the main reasons the privilege provisions in Bill 151 could be included. That and the dicata of Bastarache in Blank. I can't speak to the intent of the OSC, because it is not the OSC that is behind Bill 151, Schedule D. The OBA has not shown they have done any legal research. That is why they are asking for the Ministries legal analysis. The OBA should read Bastarache's summary of the law in Blank, which is diametrically opposed to the OBA's position. SCC or OBA? I choose SCC. There is no government discomfort on the Bill. It is hard to take the OBA seriously when they have not done any legal analysis. Other provinces are in the process of adoptiong Ontario's bill as a model. That is why the government is taking it seriously and will enact it. The Charter is simply not at issue since section 7 and section 8 rights are not engaged in an ausit of a reporting issuer, or the audit of the auditor's audit. Read Blank. Solicitor-client privilege is NOT a Charter right. The OBA should know better. I don't know what this has to do with "rule of law." In any event, the SCC has conclusively rejected rule of law as an independent ground to strike a legislative provision. Again, this Bill has little to do with the OSC, which has no part of CPAb's operations (other than the review and comment to the minister on the CPAB annual report). This has nothing whatsoever to do with Northern Securities. Northern Securities' fight is with Regulation Services (RS), which is owned by the TSX and the IDA. The TSX failed to get OSC approval of its adoption of UMIR until Northern Securities raised the issue. The TSX then purported to have the rules approved retroactively by classifying them as an administrative change that did not require consideration by the OSC. The OSC has done NOTHING on that issue other than receive a filing from the TSX. Sorry for the lengthy post, but there are a lot of misconceptions floating about here.

5 An afterthought. You have to keep in mind that the privilege in question is the privilege of a reporting issuer, not an individual. Accordingly, it is the stakeholders (shareholders, and to an extent, debtholders) who should be kept in mind when asking who the privilege is supposed to protect. Not management from OSC prosecution--it is the reporting issuer's privilege, not managements. Exposure of the privileged document to the auditors and the auditors of the auditors, advances the interests of the stakeholders in knowing the true finanacial position and in obtaining information to assess the competence and fidelity of management. That is why the auditor is supposed to be independent of management and the company. That independence is precisely why disclosure to an auditor is a waiver of privileg, unless the disclosure is compelled by statute. The fact disclosure is compelled by statute is what promotes the interests of the stakeholders of the reporting issuer, by exposing management incompetentce or infidelity. The position brought forward by the OBA is emmbarrassingly superficial (and incorrect).

6 to: live free or die, shouldn't you change that to 'live free of rights or die'?

7 Murray: I commend you on your thoughtful response. Clearly, you are not a lawyer at the OSC, because you at least have a superficial understanding of the law. I have reviewed your well-thought out CPAB postings this past month. Either you are a big Bay Street lawyer representing CPAB, or a precocious , hot 14 year old girl, who gets off on CPAB legislation. You can never tell on the internet. But I am afraid I have you at a disadvantage. I am neither a lawyer nor a CPAB hired gun. I am just a business adviser (widower, actually) suffering from insomnia, from Northern Ontario, who just loves reading history, philosophy and law, and walks on the beach. (No “Sleepless in North Bay”, jokes, please). As a result, I have an open mind to really look at this CPAB matter. And Murray, if I can call you, Murray, if you are CPAB counsel, or even Government counsel, you should recommend to CPAB and the Government to cut their losses now. I do not think that Premier McGuinty, and Ministers Sorbara and Bryant, want to put at risk their political careers or their government at the service of the OSC and CPAB. Do they really want the transparent and unconstitutional efforts of the OSC to find dirt on Ontario businessmen through CPAB, to be their legacy? Murray, I can just see you shaking your head. I know you have argued many times that the OSC has nothing to do with CPAB. We have a saying up here in the bush, “That bird don’t fly and that dog don’t hunt”. You doth protest too much. The OSC is all over CPAB. I am willing to bet my 10 year old Honda Civic against your Bay Street Beemer, that the Government response letter to the OBA, though addressed to Minister Sorbara, will be signed by Minister Phillips, because Minister Sorbara cannot touch OSC matters. The OSC is Phillips baby. How else do you explain how a private non share capital federal company was able to convince Minister Sorbara, the second most powerful minister in the Ontario Government, to hide in a Budget Bill, proposed CPAB legislation, so that it would pass the House with little debate. I thought the budget dealt with actual budget matters like government revenues and expenses, taxes, the meat and potatoes of budgets. Not obscure private regulatory matters. The only answer is that OSC has one large hold over the Government’s business. Murray, when was the last time the OSC passed an amendment to the Securities Act , that wasn’t hidden in a budget bill. Of course, I am just a simple Northern Ontario guy, unversed in the sophisticated ways of the big city and big Government. I understand Minister Phillips is a solid minister with good political instincts. But the boys up here in the boonies still cannot understand how Gerry Phillips has been seduced by the cunning OSC. My boys cannot understand why Gerry Phillips continues to carry the can for Chairman Dave and the OSC. Especially when the Attorney General‘s office and the Premier’s office are being hammered by emails from not only Tory lawyers, but loyal Liberal lawyer supporters. It is also clear way up here in God’s country, that Premier McGuinity, and Ministers Bryant and Sorbara are smart enough to seek a reasonable solution out of this CPAB mess. Why can’t Phillips’ so-called advisers see this. Clearly, Phillips will have to bring in his A team, if he wants to maintain the support and respect of the above Three Amigos. I do not presume that Minister Phillips or his loyal, but clueless, and politically tone deaf staff, read these humble blogs. Maybe it is just you, Murray, me and that right wing, cousin- kissin, gun- totin, “Deliverance” reject, “Live Free or Die”. Deep down, I do hope that perhaps per chance, one of those intelligent but unsung lawyers or officials in the Ministry of Finance or the AG’s office, will come across this blog. So to you, unknown , unappreciated but brilliant Government officials, here is a way out of the large cow patty that those crazy SEC wannabes, the OSC, pushed you blindly into. First option, and the best option, withdraw the entire CPAB Bill with honour. The Liberal Government has already angered thousands of accountants, ( I understand the CGA has brought legal proceedings against CPAB, and the CAs are already seething) and you have brought on the wrath of 17,000 OBA lawyers. The Canadian accountants are angry because post 2002, the SEC and the OSC held a gun to their professional heads. Either join “voluntarily” CPAB, a clone of the US PCAOB, or you lose your right to audit public companies. My accountant friends up here in the north country insist, here in Canada, we have a different system. In the US, the US accountants do not have strong and independent self-regulating professional associations, like what we have here in Canada, and especially, in Ontario. PCAOB is a made-in-US solution, to a made-in-US problem. Why should Ontario meekly stand by and have the SEC, through its poodle, the OSC, (any allusion to the Stronach/McKay smackdown, is purely intentional ) foist CPAB upon Ontario and the rest of Canada? My accountant friends suggest that, instead, McGuinty and company, should show some cojones, and stand up to the SEC and OSC, and design a made-in-Canada solution. How about beefing up the resources of the existing voluntary Canadian accounting oversight professional bodies and give these bodies the statutory authority to oversee the Canadian auditors of public companies. The economists around Minister Phillips are good with numbers. Potential votes for the Ontario Liberals by accountants, lawyers and their families; In the Thousands, by the SEC and OSC: Zero- Priceless. Of course Chairman Dave will scream that the sky is falling. The SEC will be really, really, really mad at us. Keep your cool, Minister Phillips, you could advise your good friend, Dave ( remember OSC don’t do friends) your advisers in Northern Ontario tell you that the pendulum is swinging against the SEC and PCAOB. We occasionally get the New York Times here in North Bay, and even cable. You see, Gerry, the US Congress controls the SEC, unlike in Ontario, where the reverse is true. The new Congress wants to cut back on the unnecessary and costly regulations of the SEC and PCAOB, because (surprise, surprise, surprise) the US is losing major capital markets business to Asia and Europe. I hope your brilliant economists in your department will tell you that the US still has a large liquid capital markets, whereas in Canada , our capital markets are illiquid, and quite insignificant in the global markets. So why Gerry, in all that is holy, is the Ontario government heaping OSC rules upon OSC rules? (2500 pages of OSC rules by last count, don’t get me started on the unconstitutional Targeted Act Amendments hidden in Schedule Z.5 in Bill 151). Why is the Ontario Government imposing unnecessary auditing bodies (CPAB Quebec, CPAB Ontario, CPAB Alberta, CPAB BC, CPAB Nunavut), on already good existing self-regulating professional organizations, when the US is going in the opposite direction???? The US correctly fears that its capital markets, particularly as they pertain to small and midsize companies are grossly over regulated and the US fears losing good US companies and jobs to Europe and Asia. Perhaps, Gerry, your boys should get their noses out of Chairman Dave’s posterior, and do something radical, like regain legislative power and economic policy-making control from the OSC. Last time I looked, the OSC was unelected and unaccountable to the Ontario legislature. Oh yeah, the OSC gives you an annual report every year and you get to review its rules. When was the last time a Minister of Finance rejected an OSC rule? Gerry, don’t get me started. Do you and your brilliant economists ever read the OSC Annual Reports. Do you know in its 2006 Annual Report, Chairman Dave had the audacity to brag that it is sitting on $50 million in cash. That’s impressive if you are Nortel, but the OSC, is a Crown agent. What is it doing with $ 50 million in cash. Should not that cash go back to Consolidated Revenue, to the government coffers. Up here in the North country $50 million means something. That cash can go to health care and improving our schools. I even bet the bankrupt Toronto School board could use that $ 50 million in cash. Gerry, you are lucky, I am not a Tory. Because if John Tory ever got hold of the OSC’s Annual Report, Premier Dalton, you gotta a lotta explainin to do, Lucy. By the way, our good buddy, Ernie Eves, also loved putting his nose up Chairman David Brown’s butt. Eves let Brown score $ 10 million for the FSCO/OSC merger. That bill died in 2000 when Minister Flaherty terminated the FSCO/OSC merger. Why Gerry, is your friend Chairman Dave, still hanging on to the $10 mill. We should get the Ontario Public Auditor in there. Better still we should have CPAB Ontario review the Ontario Public Auditor, and then advise PCAOB and the SEC that Ontario has some accounting issues. By the way, Gerry, I would not be surprised that somewhere hidden in the 2500 pages of OSC rules (or is it 2600 pages of rules by today) the Ontario government has an obligation to disclose accurate material information even though it is a non-reporting issuer, failure to comply could put the Ontario Government in the same boat with Northern Securities, under OSC investigation. How would you like the OSC secret police investigators going through your files? Try claiming Charter Rights defences then. Ironies of ironies, Murray. But I digress. Last point. I think Gerry, that you will win political points with Premier Dalton if you advise him that CPAB legislation should be withdrawn because it is inconsistent with the Government policy of a single regulator. Me and the boys were sitting in our local watering hole, the Catfish Bar & Firkin. We cannot figure out how this CPAB legislation is going to work in the real world. My Quebecer boys tell me that Quebec does not have a specific CPAB law. Instead, in Quebec, they amended the existing Quebec Chartered Accountants Act so that CPAB Quebec can gain access to confidential information, but specially not solicitor-client privileged information. ( It seems the Quebec bar hammered the Quebec Minister of Finance as well). Take that, Murray. Then CPAB Quebec will enter into some arrangement with the Chartered Accountants. I am not sure how that is going to work or if it has the force of law. My Alberta buddies tell me that they want to go the Quebec route as well. So Gerry, you should tell Premier Dalton that there is going to be a hodgepodge of CPABs in every province, some by statute, some under the Accountants Act; each CPAB with different provincial rules. So how does that square with a single regulator again? Gerry, I hope CPAB Ontario is not thinking of imposing its rules on Quebec, or any provinces for that matter. We could just see those Headlines in La Presse: Ontario Government and the OSC Want to Regulate Quebec Accounting Profession: Minister Phillips says French Language- No Biggie “Minister Phillips, is quoted as saying, “ in the spirit of harmonization, I may take a French course or two, but the SEC don’t take to kindly to foreign languages or French people, for that matter. So I advise the boys at the Quebec Securities Commission and the Quebec accountants to learn to speak Amerrican” To summarize, Gerry and Murray: OSC evil. CPAB bad. SEC and PCAOB worse. Withdraw the CPAB bill. Stand up for Ontario accountants and lawyers and draft a truly made-in-Canada/ Ontario bill that respects the professionalism and high ethical standards of Ontario and Canadian accountants. Murray, I am sorry I did not address your legal concerns. But I would like to leave you and “Live or Die” in suspense until my next installment on the pathetically weak legal opinions supporting the CPAB legislation. Murray, if you are relying on the confusing non dissent, dissent of Bastarache in Blank, instead of Fish's more stare decisive majority opinion, you and CPAB just got dic-ta. I leave you with these words of prophetic wisdom, “ Find the Cheerleader. Save the World”. Avenger

8 Hello, Boys. I thought I would crash this little male Frat party. I think this blog needs a real woman’s perspective, for a change. Not just a bunch of swinging dictas. You, Murray, you seem like a good guy. But come on, get that stick out of your butt. You are much too serious about this OSC/CPAB stuff. You have made some good points here and there. But give me a break, this is not life and death stuff. You have to admit, the OSC is a pretty funny and absurd place. You gotta, chill, Murray. Life’s too short. You do come across as too Bay Street serious, reminds me of one of my ex-boyfriends. It seems like he never took off his Harry Rosens, even in the sack. Life’s not all about billings, Murray. And you, Avenger, do women really fall for that “ I am a lonely, sensitive, walk on the beach, Northern out-doorsy, Trudeauesqe widower”, line. I know I do. You could put your oar in my canoe anytime. And you, “Live Free or Die”. You knuckle-dragging Neanderthal, you’re probably the most fun of all. Except I’d have to wake up to you in the morning, sober. Now that I have your attention. I thought I would give you boys the perspective of a poorly paid female assistant on Bay Street, who has seen too many Bay Street bankers, brokers and securities lawyers, all trying to big swing their dictas. I know a lot of Bay Street securities lawyers, mostly between the spread sheets. On this CPAB matter, Minister Phillips, aka the Jerry,made a huge tactical mistake. He went after their professional gonads, when he took on their precious solicitor-client privilege thing. You should have let sleeping dogs lie, babe. Most securities lawyers don’t give a crap about the Securities Act and the OSC. The OSC could have picked up President Vic of Northern Securities one day, brought him to their holding cell at 20 Queen, and beaten the crap out of him for a confession. No problem. Just don’t interfere with my 2200 hours of billings. These hired guns are too busy billing and making money. But the Jerry, these guys are now going around like squealing stuck pigs,with this CPAB stuff. You should have left the lawyers alone. The Jerry, they are saying you and the Government have gone too far. The lawyers think the OSC is after them and they are pissed. Avenger, I think you’re talking out of your butt. But I agree with you, the Jerry needs some better advice. He’s become a joke on Bay. Why go after the lawyers? That OBA email is flying across a lot of desks. Even the big swingers are getting in on the action. Secretaries are emailing Bryant and the Premier expressing their bosses’ concern about CPAB. The Jerry, Deep six your ass-kissing economists and get some strong legal talent around you, before it’s too late. I had an economist once. Nice guy, but he was more micro, than macro for my tastes. Later, boys. Big Swinging C On Bay

9 Murray, Avenger and Big Swinging C on Bay: Hoo-yah, we got ourselves a rumble! In this corner; weighing in at 180 pounds in his Hugo Boss, the quiet, but hard-working lawyer for a thriving metropolis law firm, “Brawling Bay Street Lawyer, “Murray”, or a very sexually active 14 year old girl, looking for forbidden love on the internet. In the other corner; weighing in at a puny 130 pounds, that geeky, Kyoto-lovin, widower from Harris country, in his overpriced Roots jacket, the “Avenger”. In the far corner; weighing in at a buff 110 pounds, the poorly paid, but very hot, Bay Street female assistant, a real bad ass, and my personal favourite; “Big Swingin C on Bay”. My name is “Live Free or Die”, and I’ll be you obnoxious referee for tonight. Big Swinging C, Where did you get that mouth? I think I’m in love. Thank God, there is at least one other intelligent person on Bay Street, aside from Murray. But I am still stickin with my man, Murray. I agree with Murray. We gotta give more power to the OSC. Let’s drive all Ontario businessmen out of Dodge. I think you are too hard on the OSC and their fearless leader David Wilson. Chairman Wilson had to make many personal sacrifices when he took on the OSC gig. At Scotia he was scoring, $ 2 mill, $ 5 mill, $10 mill with options. At OSC, just a measly $600K, that’s not a lot of cheddar on Bay, babe. Okay, throw in the private corporate OSC jet, the ACC box and New York pad ( I hear it’s Conrad’s old crib) and being OSC chairman aint too shabby. Grasso, you shoulda been an OSC Chair. Big Swinging C, How did you hear about the secret holding cell at OSC Headquarters- 20 Queen? Near the Courts. Pure genius, Chairman Wilson. Our very own Gitmo Bay. Rummy would be proud. A little waterboarding will stop those Ontario execs from even thinking of non-complying with any one of your 3000 pages of OSC rules. And even if they comply with all 4000 pages of your OSC rules, lock them away on your “public interest” rule-making authority. Then strip those suckers of their stock options. Capital Punishment in Ontario! You got my vote, Premier. Boo-yah! Live Free or Die

10 With something like 65,000 lawyers in this country, (and over thirty thousand of them in Oinktario)- one can understand why they circle the wagons when anybody tries to step on their turf! And, were it not for the ability to keep dangerous criminals out on the streets, they would be chasing ambulances like they do in the States. Bah!

11 hello

12 cialis forum

1 Hey , did anyone see Ralf Klien comment on Belinda Stronach not having a conservative bone in her body , well , maybe one. I thought that remark was quite appropriate because it is normal behaviour to give a Dog a bone.

2 Thank you for following this. I know I'm tracking it even though it's a bit esoteric for me but even though people may not comment they appreciate someone bringing this to light.

1 Or, for a somewhat different view of the Mallard/Shirley affair, you might read the Second Revised Edition of The Naked Investor, published in January by Penguin Canada.

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1 The OBA should spend more time doing legal research. The Supreme Court of Canada recently anticipated such unwarranted attempts to expand Charter concepts beyond the Charter. In Blank (2006 SCC 39), Justice Bastarache expressly noted that the Legislature could require production of privileged documents for other purposes, including corpoartye audits and securities regulation. He wrote: 68 It is unclear, from a legal standpoint, why the government would be able to refuse a statutory duty to disclose information by claiming litigation privilege as a matter of common law. In Descôteaux v. Mierzwinski, [1982] 1 S.C.R. 860, at p. 875, this Court held that legislation may infringe solicitor-client privilege (let alone litigation privilege), though such legislation would be interpreted restrictively. The Access Act is such legislation and it is not unique in mandating disclosure of certain information. Corporations’ legislation, legislation governing certain professions, securities legislation, to name but a few examples, include statutory provisions that require certain persons to disclose information/documentation to directors, tribunals or governing bodies. It has not been open to those persons to resist disclosure on the basis of solicitor-client or litigation privilege. However, where related litigation arises, those persons will often argue that the compulsory disclosure to an auditor (for example) does not amount to a waiver of the privilege (see Interprovincial Pipe Line Inc. v. M.N.R., [1996] 1 F.C. 367 (T.D.)). In that case, the appellants had disclosed legal advice to their auditors pursuant to s. 170 of the Canada Business Corporations Act, R.S.C. 1985, c. C-44. Before the Federal Court, they argued that this did not constitute a waiver of the privilege. The judge cited the following passage from this Court’s decision in Descôteaux at p. 875: 1. The confidentiality of communications between solicitor and client may be raised in any circumstances where such communications are likely to be disclosed without the client’s consent. 2. Unless the law provides otherwise, when and to the extent that the legitimate exercise of a right would interfere with another person’s right to have his communications with his lawyer kept confidential, the resulting conflict should be resolved in favour of protecting the confidentiality. 3. When the law gives someone the authority to do something which, in the circumstances of the case, might interfere with that confidentiality, the decision to do so and the choice of means of exercising that authority should be determined with a view to not interfering with it except to the extent absolutely necessary in order to achieve the ends sought by the enabling legislation. 4. Acts providing otherwise in situations under paragraph 2 and enabling legislation referred to in paragraph 3 must be interpreted restrictively. Bastarache J. underlinedthe "Unless the law provides otherwise" portion for emphasis.

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1 Rest easy, the OSC gains nothing through CPAB. The OSC has no access to documents CPAB reviews through its audits of auditors. The OSC aspect to this is a red herring. CPAB is not an agency of the OSC--it is a federal corporation that operates in all provinces. Your reading of the case is incorrect. Fully aware of the Charter implications, the Divisional Court held that the auditor was entitled to COMPEL disclosure of solicitor-client privileged documents for the purposes of conducting an audit uusing the powers of an auditor under s. 153 of the OBCA. Get that? A staturory power to compel disclosure, notwithstanding Charter arguments. Without that statutory power to compel, the client would have waived and thereby destroyed all solicitor-client privilege merely by showing the document to the auditor. The validity of the statutory power to compel disclosure of the solicitor-client document, under the Charter, was ESSENTIAL to the decision outcome. To read this case as precluding statutory disclosure of solicitor-client privileged documents is simply wrong. There is no extension of privilege to accountants--the courts have expressly rejected such a notion. This is why the issue was analyzed in temrs of waiver of the solicitor-client privilege--because there is absolutely no auditor-client privilege.

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1 Both the OBA and this posting fundamentally misunderstand the situation. There is no such this as auditor-client privilege. If an auditor has obtained a solicitor-client document as part of the audit then either one of two things has happened: (1) privilege has been waived by the client already, or (2) the auditor already COMPELLED its disclosure, in EXACTLY the same way the auditor of the auditor (CPAB) compels disclosure under the new provisions. In other words, if there is a fundamental objection to CPAB getting the document, then the auditor should not have had it in the first place. It is quite simple, really.

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1 You're completely out to lunch on this. This section sets out the requirements for the advance notice to be given of proposed rules. It does not deal with or affect the actual authority of the OSC to make the rules, or the process gone through to do that. There's no reason why the OSC can't propose a rule and give it the required advance notice so that it can come into force as soon the enabling legislation is passed; the more so if one knows that the legislation is on its way. All the provision you cite does is let them do that, and cite the proposed legislation as authority for the proposed rule - as indeed it will be when both come into force. Sorry, Steve, no story here.

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1 Great work Steve. Thanks for shedding light on the OSC and other regulatory and professional organizations. They behave as if beyond scrutiny. That has to change. I had a chance to speak to Terrence Corcoran at a National Post road show today. He seemed rather unfamiliar with the Blogging Tories but he was certainly aware of you. He is a little puzzled by the fervour of the bloggers he does know, but has taken a stab at it with his new No Pigou Club blog. Check it out.

2 Here is UMIR 7.1: 7.1 Trading Supervision Obligations (1) Each Participant shall adopt written policies and procedures to be followed by directors, officers, partners and employees of the Participant that are adequate, taking into account the business and affairs of the Participant, to ensure compliance with these Rules and each Policy. So what is a securities firm supposed to do to comply? Northern Securities has not been alleged to have deprived any client or anyone of one cent. Nothing done in conflict of interest. No shady dealing alleged. Rather, the allegation is that the compliance system was not good enough to catch that a number of trade were improperly filled out, and similar technical deficiencies. (The allegations are available to view on www.rs.ca.) The whole scene reminds one of Roland Barthes' classic, Mythologies in which he describes pro wrestling in Paris in the 1950s--a tag team wrestling match where the referee is preoccupied with the good guy's partner out of the ring having his foot over the bottom rope, while the two bad guys are in the ring (out of the referee's sightline), pinning and beating the other good guy. Plus ca change. By the way, the roster of commissioners mentioned are adjudicators for commmission hearings. They do not conduct the administrative work of the commission.

3 Oops. Meant to say a number of trade TICKETS were not properly filled out. The trades were done properly, but the paperwork is alleged to have been sloppy.

4 Clearly, the OSC is in need of oversight. The new oversight body will be called the OSCC. But of course the OSCC will require the oversight of the OSCCC. And so on. Leave a position open for a master oversight of overseers organization, called (I suggest), the United Confederation of OSCCCC's. Now here's the tricky part - make sure that all of these organizations are on a tight enough leash that they will never run astray of the ruling politicians of the day, but slack enough that their books will be closed to outside auditors and so that whenever one of them goes down in flames of corruption and scandal, the politicians will be distant enough to escape the conflagration. You'll have to get the feds and the unions on side, for sure. But it'll all be worth it. The ultimate goal is to get half the people in Ontario working for various nanny organizations related to the government, and the other half living like ignorant, irresponsible, welfare-receiving lumps under the care of the state. A Cuba with toques.

5 The OSC is trash. Anyone notice how in Canada, right before any M&A activity is publicly announced, shares tend to go up in volume and spike? hmmmmmmmm..... This type of thing doesn't happen in the US because they actually have a REAL regulator. If that whole income trust fiasco during the last election happened down there, guaranteed someone would be behind bars by now. Here, we shrug it off and let it go, afterall, no one important lost money, just small time individual investors across the country. No, we don't need someone to oversee the OSC, we need the OSC to do it's job and oversee the markets. I'd give them more teeth, not less, and demand they learn to use it.

6 Some of your pieces on the OSC seem to me to be attacking it simply for existing. But here you've definitely hit paydirt. This is the kind of abuse of authority that proves its perpetrators unfit to hold responsible office. I hope you can hold some feet to the fire over this.

1 Wasn't $12 million used to "buy" some land recently in Caledonia? Just asking.

1 Ironically, the OSC exists because investors are supposed to be naive, ignorant children, and corporations are considered to be greedy, selfish children. The entire premise of the OSC is a Marxist one, namely that capitalism and free markets cannot be trusted to provide for people. Which is odd because the only reason that these institutions exist is to serve people.

2 "The entire premise of the OSC is a Marxist one, namely that capitalism and free markets cannot be trusted to provide for people." Oooh...genius! I bet that applies to the Criminal Code as well. It's Marxist too! Well, Wanke...You can always feel good about the fact that your commenters are even dumber than you.

1 9/11 changed things...if you don't support giving the government the authority to monitor finances, then it would appear you are with the terrorists...my fault though...I thought this was a conservative page.

2 STS clearly has no idea what a Conservative is. One of the cornerstones of Conservatism is -less- government. As in less power to intrude into the lives of citizens, less taxes, less regulation, fewer government employees. We also think there should be more of other things. More personal freedom of speech and action, more privacy, and more personal responsibility to go along with it. Allowing government unrestricted access to all private financial books is not a Conservative idea. It is a Liberal/Socialist idea. It is also a catastrophe in the making. Anybody who thinks government employees don't pass tips and favours around amongst themselves has never worked in a bureaucracy. Hey STS, can you say insider trading?

3 Yes I can...I can also say "that extremism in the defence of liberty is no vice." That little ditty is from Mr. Conservative himself...but I'll let you google it and find out just who that is. In the meantime you feel free to keep coddling those terrorists...and let me say, I have no problem with you being a wishy-washy liberal...but you need to come to terms with that.

4 Yes I can...I can also say "that extremism in the defence of liberty is no vice." That little ditty is from Mr. Conservative himself...but I'll let you google it and find out just who that is. In the meantime you feel free to keep coddling those terrorists...and let me say, I have no problem with you being a wishy-washy liberal...but you need to come to terms with that.

5 Well, they have make it as difficult as possible to invest in any kind of private venture in Ontario. This will have many beneficial effects. First, more people will be driven to "invest" in Ontario Savings Bonds, which means more money to divide up between politicians and their buddies. Second, a generally bad economy caused by a poor investment climate will lead to more unemployment and poverty, which will lead to more government dependence and even bigger rent-a-mobs available to attack anyone who threatens the welfare industry. Thirdly, the more people are driven from legitimate investment markets, the more people will become desperadoes - running illegal casinos, smuggling, growing dope, etc. The small fry banditos can be publicly crushed, helping to keep the little people in awe of the power of government. The big-time gangsters however are in a special category and have a special name: political donors. All of these great things can't be accomplished overnight, so they have to do it in baby steps: one regulation at a time. The great thing about Canada is, it's a federal system so the three levels of government can go tag-team on the public: one level beats up "polluters", one beats up accountants, and the other plays "good cop" and builds fancy trains and convention centers. Then when people start to catch on to them they all blame each other, then switch roles. One step at a time - in the long run it'll be great for all of us. Er, if you're in government that is.

6 You thought the Attorney General would catch a Charter Violation? He's likely the one who wrote that section, he specializes in eroding the rights of citizens. That's why his ministry is always in court and why he usually loses....

7 Welcome to the Law of Unintended Consequence. As a business in a marketplace, the more I know about my competition, the better. So a couple of anonymous phone calls, a malicious rumour spread, and the regulators have an obligation to search. They now have full access to my compeditor's books. Not that they find anything out of line, but the mere fact that they are sniffing perpetuates the rumours. Now my competition has a real problem; the stories will affect his market value, making it harder to raise capital. That works to my advantage as his costs go up. The core of his business plan is now no longer priviledged. So he starts making phone calls...

8 The Charter only provides protection to individuals, and as such cannot be used to defend most companies from these instrusive regulations. People who own and operate small private buisinesses may have a defense, though...

9 Welcome to the Law of Unintended Consequence. Ah, but this *is* the intended consequence. As I told you above, the goal is not to help investors or punish wrongdoers. Its goal is to weaken and destroy certain businesses in order to enhance the money and power available to politicians, bureaucrats, big law and accounting firms and their big-business clients and cronies. Cui bono, my son, cui bono. The Charter only provides protection to individuals In fact a corporation is owned by individuals, and the portion of a corporation for which they possess shares is nothing more or less than their private property. That is why it is wrong to argue that businesses have no rights. To do so is to argue that private persons have no rights. Which, given the pathetically weak language of our constitution, and the extremely, ahem, "liberal" way in which government rights are interpreted to eclipse private rights, is a pretty good description of the Canada we know and love. The fact that corporations are the private property of the individual investors also means that taxes on corporate profits are wrong, since they represent a double tax. But you must always remember this: weakening private enterprise and trampling individual rights is not an unintended consequence of government. It's a deliberate act of plunder.

10 Good grief! Does anyone do any background research here? Read the Bill! It says CPAB gets access to the same documents to which a corporation's auditors are entitled to get access under the longstanding provisions of the Business Corporations Act--which have been upheld by the courts. In other words, CPAB only has access to the auditor's file. We are generally talking tax and title opinions for corporations here, which corproations disclose to auditors so they can verify that the financial statements have support on various points. This is hardly a Charter matter. Ontario legal aid has greater powers to review privileged documents--including criminal matters--in their oversight of legal aid funding.

11 The ideological/partisan fog here seems to obscure the fact that the charter applies to only to individuals...not corporations...regualtions on disclosure and search and seizure of corporate records will certainly be a differnt story than a Mom and Pop home biz. However I don't believe there was any distinction in the eyes of the McGuinty regime because limitations on this power did not appear in the legislation as is required to satify the charter protection of individuals. The only consistancy I have seeen in the McGuinty cabal operational mode of the past few years is their total distain for constitutional and charter constrains on big government intrusion and their dyslexic reading of their constitutional duty. Whether it be Bryant making bombast about gun bans or Dolton's redundant taxation of federal jurisdictions to the Doolittle regime's arbirary suspension of the constitutional rule of law in Caledonia.....one common thread runs through all of it....this government thinks it has authority far beyond constitutional constraints...as such it is a danger. I chalk this legislated distain for constitutional limits on their authority as just another example of Dolton's neo-left authoratarian statism.

12 I take it from M. wlyonmackenzie's comments that the use of corporate auditors is "neo-left authoratarian statism" and that the practice inspection of auditors by the Ontario Institute of Chartered Accountats, for example, is "neo-left authoratarian statism"? Others feel that both producers and consumers of financial reports gain by implementing procedures forindependent verification to enhance the credibility of those reports.

13 Bill 151 does not give CPAB access to any documents other than documents that form part of the audit of a reporting issuer. You must remember that documents given to an audit or accountant, in general, are NOT privileged. If you give documents to your accountant, you have waived any privilege. The only reason auditors of reporting issuers have privileged documents at all is that they already used powers under the Business Corporations Act to COMPEL the corporation to provide them, in order to complete an audit. If a document is compelled, only then is privilege not waived and survives. If the document was not compelled by legislation in the first place, then it would have already lost privilege. Therefore, if a document was not compelled to be disclosed to the auditor, then privilege in it was already waived and CPAB would not need any statutory authority to be able to review the entire audit file on the reporting issuer. For an auditor to possess a document that still has privilege could only occur if the privileged document was compelled by the auditor pursuant to a statutory power to require disclosure of privilegewd documents, such as the Business Corporations Act. Corpoartions prefer that, as it allows them to give documents such as tax opinions to convince their auditors, without waiving privilege. All CPAB gets is the ability to look at the auditor file, which is what the provincial accounting institute already does as part of its practice inspection program. Indeed, CPAB and the provincial institutes coordinate their practice inspection activities. I suspect from the comments here that people are confusing confidentiality and personal information (under PIPEDA) with privilege. The law does not recognize any privilege in accountant-client communications. The PCAOB already gets full access to privileged documents of Canadian audit firms that audit SEC registrants, pursuant to statutory powers under Sarbanes-Oxley. Bill 151 would give CPAB the same statutory power to audit Canadian firms. It seems ironic that, without Bill 151, the PCAOB has greater oversight powers in Canada than CPAB.

14 wlyonmckenzie has the Fibs' number. Actually, Bryant does more than shoot from the lip. In the case of Ontario dog owners, he legislated them into second class status based on news reports, unverified personal anecdotes and a misguided attempt at self-promotion. Reverse onus in a court proceeding, search and seizure without due process, warrantless entry into any building including a private residence based on hearsay or 'belief', restrictions on mobility, discrimination against a visible minority and a law so vague that not only do citizens not know if they are affected, those charged with enforcement are unable to interpret it. If you don't like that one, how about his use of the Civil Remedies Act to seize property from those who haven't been charged with a crime, let alone convicted? His unpopular revamping of the Human Rights complaint process? How about the Access to Justice Act, which many have compared with a Paralegal Ban? Appealing a court ruling favourable to parents of autistic children? What you mention, if it is a violation, is pretty penny ante for Bryant/McGuinty in view of their record.

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1 Isn't the Canadian legal system here sending a basic message that if you invest in Canada you're a complete fool because we can decide anything against you that we feel like?

2 Curial deference is not a fresh development in Canadian administrative law. It even applies on an appeal of a superior court trial decision with respect to findings of fact. An appeal has never been a hearing de novo. There is a difference between the just outcome, and the "right" outcome from some idealized transcendental perspective of hindsight. The concern of the OSC ruling was to protect smaller investors from colateral benefits going to big players in transactions--evidently the courts are going to give the OSC leeway to develop that policy in its decisions. The rationale is that OSC commissioners probably have a better intuition for ways of scamming collateral benefits (or opportunities that rulings might create for future transactions) than a court. Would you prefer the likes of Justice Abella deciding these things? Be careful what you wish for.

3 The rationale is that OSC commissioners probably have a better intuition for ways of scamming collateral benefits (or opportunities that rulings might create for future transactions) than a court. I don't think that the people in the OSC have any special ability - or incentive - to sniff out fraud and corruption in publicly traded companies. If your broker failed to help you recognize a bad investment, you would very quickly fire him by pulling your remaining investments. But if the OSC failed to protect investors (*cough* Bre-X), you know what happens: no one at the OSC would be fired or demoted. But the people who screwed up would demand more money and greater powers - and they would receive them. The screwups will be promoted to higher authority within the new, expanded organization, and will soon get to work teaching their new underlings everything they know (about expanding an unaccountable bureaucracy at the expense of taxpayers and investors). Would you prefer the likes of Justice Abella deciding these things? Er, no, I think that investors themselves (and the brokers and analysts whom they hire) are pretty well able to sort out which companies and entrepreneurs are crooked, and which ones are honest. Especially once they rid themselves of the idea that government is their Daddy.

1 I've been doing my best to see a story here, or something of any real interest, but I don't. The powers of the OSC are not new and not accidental. The OSC is as competent as any court to determine the law. And an American doing business in Ontario is subject to Ontario law. If he wants the protection of American law, shouldn't he be doing his business under American law? If he chooses to walk away from that protection, where's the injustice if it turns out that he needed the protection? And of course, the idea that because he's an American, the OSC shouldn't be allowed to ask him the same questions they're entitled to ask anybody else, would be offensive if it weren't just bats. Is there really any reason to take this "story" seriously? What injustice is being done here?

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1 "Now when Dunn is under investigation by both the OSC in Ontario and the Securities and Exchance Commission (SEC) in the United States. And there's the rub." I found this near the top. You have a dependent clause that is missing its independent clause. You don't explain the rub. Or should the word 'when' be deleted from the first sentence? John M Reynolds

2 Very interesting; forgive me for not getting into every detail. Seems to me on the surface of it that this is essentially the problem faced with so-called "privileged" testimony, something we heard so much about during AdScam and Gomery. A witness before a Parliamentary committee, or before the Gomery Commission, does (did) not have the right to refuse to answer a question to avoid self-incrimination. BUT any such evidence cannot be (directly) used in any criminal proceedings against that individual, hence the "privileged" nature of the testimony. The only difference was that Gomery retained some testimony "in camera" (i.e. not public) for some time, to avoid possibly tainting a jury pool. If a witness can be compelled to testify about their own (possibly illegal) behaviour in one instance within Canada, there is no reason to believe a cross-border issue creates more rights to avoid self-incrimination, and Dunn should be compelled to answer all relevant questions to the relevant Securities Commissions.

3 So what's the problem? Is it that the Charter is being abused? Is it that the OSC is actually taking action? Is it that Dunn's legal team is successfully challenging the process? For my money the OSC needs to investigate and prosecute in conjunction with the courts. Putting up roadblocks to such investigations is an affront to investors and only serves to assist would be corporate criminals while putting the public at risk. I'm 100% behind bringing justice to the likes of Dunn.

4 "Interestingly, the OSC is more worried about the courts establishing a precedent that there ought to be oversight of the OSC than it is about losing Dunn." I really don't see any reason for the existence of the OSC. Or the SEC for that matter. If Dunn has committed fraud, let him face criminal charges. If he has breached his contract then he is liable for civil action by shareholders. The OSC exists, presumably because some shareholders couldn't be bothered to do their homework, or watch their investments, or attend shareholder meetings, or learn how to read a balance sheet. Then they whined to the government that "someone should do something!" So the government responded the way that they always do, by creating a regulatory monopoly. Human nature being what it is, those who are handed a monopoly by government immediately set to work turning it into to a big, fat, useless bureaucracy - more concerned with its own existence and with its continued perks than with whatever is its alleged purpose. The Nortel fiasco has "made in government" written all over it. From Alexander Graham Bell and his telephone patents, through the monopoly years of Bell Telephone and AT&T, right up to the last 20 years of massive direct and indirect subsidies to high tech companies. Nortel is merely Canada's answer to Enron. For you own fun and edification, make the proper subsitutions to Canadianize this paragraph: Opponents of the market say we have to stop another Enron from happening again. Yet all the government's watchdog agencies completely missed Enron. The system of cronyism in Washington, D.C., made the debacle possible and made it harder for the public to find out what was going on. Existing laws will put Enron executives behind bars, but they won't touch any of Enron's accomplices in Washington. They are too busy devising additional laws that pretend to protect us from fraud, while obscuring the biggest fraud of all.

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1 Just convince Parliament to stand up to Quebec to assert federal paramountcy and you'll have federal involvement in securities law. ... Not in our lifetime.

2 This calls to mind the old rhetorical question, "Who watches the watchers?"

3 http://www.cfainstitute.org/centre/issues/comment/2003/tbowman_comments.html This says it better than I ever could...

4 Hey, Wanke...read this yet? "In honor of Matt Drudge's claim that the initial IM exchanges between an ex-page and Mark Foley "were part of an online prank that by mistake got into the hands of enemy political operatives," an allegation that, while slapped down by the ex-page's attorney, was handled with masturbatory glee by the anxious right wing punditry: 1. You can put a whoopee cushion on the child predator's seat in the House of Representatives. When he sits on it and creates a fart sound, he will still be a child predator. 2. You can pretend to be a lobbyist and shake the child predator's hand with a joy buzzer. When he jumps back from the jolt, he will still be a child predator. 3. You can offer to donate to his campaign and point to a quarter you've glued to the floor. When he struggles to pick up the quarter, he will still be a child predator. 4. You can balance a bucket of water over the door to his office where his computer is. When he opens the door and gets drenched, he will still be a child predator. 5. You can meet him at a fundraiser and offer him a drink containing a fake ice cube with a plastic fly inside it. When he reacts disgustedly, he will still be a child predator. 6. You can ask him to open a can of peanuts in the Rotunda. When cloth snakes come springing out and make him scream, he will still be a child predator. 7. You can unscrew the top of the salt in the Members' Dining Room. When he pours salt all over his fish sticks, he will still be a child predator. 8. You can ring his doorbell at his DC home and run away. When he answers and looks around perplexed, he will still be a child predator. 9. You can tell him that the United States needs to go to war with Iraq because of weapons of mass destruction. When he votes in favor of your war, he will still be a child predator. 10. You can IM him your dick size. When he IMs back how much he wants to fuck you, even as you laugh with your friends at your clever prank, he will still, at the end of the day, be a child predator." Hilarious, no?

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1 Just so you know, Steve: Introduction to PIPEDA Jurisdiction Canadian organizations involved in commercial activity are governed by the Personal Information Protection and Electronic Documents Act (PIPEDA) unless they are located in a province that has enacted privacy legislation that has been deemed substantially similar. Note: 1. Federal works are always governed by PIPEDA regardless of location. 2. PIPEDA applies to all personal information (not employee personal information) in any interprovincial and international transborder data flow. PIPEDA Customer PrivacyWhich provinces have substantially similar privacy Acts? o British Columbia - Personal Information Protection Act (PIPA). o Alberta - Personal Information Protection Act (PIPA) o Quebec - Act Respecting the Protection of Personal Information in the Private Sector (PPIPS). So in three provinces, the relevant privacy law for accountants is provincial.

2 Occasionally I talk to folks from other countries that have moved here in the last few years. These folks tend not to know each other nor do they associate with one another. One of the common comments that comes from them is their amazement at how corrupt our governments are here. The guys here put third world countries to shame. The wealth here is enormous yet the citizens do not live extrodinary lives by any streech of the imagination. Funny how that works.

3 Question: what was the impetus for Quebec enacting Bill 7? I ask because, to me, the legislation reads more along the lines of whistle-blower protection than anything else, as it enables auditors to "derogate" from client confidentiality requirements in order to provide the CPAB with information of relevance to "the protection of the public." It doesn't appear as though members of the Ordre des comptables agréés du Québec are compelled to provide confidential information to the CPAB whenever the latter demands it; indeed, the legislation is quite specific on this point: "The Bureau may enter into an agreement with the following bodies..." The CPAB belongs to the securities commissions, not to the accounting profession... Not entirely true. The CPAB was formed with the participation and consent of both the security commission and the accounting profession, and exists as an independent body (run mostly by ex-auditors, apparently). I doubt the auditing firms would have recognized the oversight authority of the CPAB if they hadn't had some input into its initial creation. PIPEDA protects the accounting profession from having to disclose the information to anyone else. I think you've misread the purpose of this law. PIPEDA was enacted to protect the personal information of (overseas) consumers as it's collected by private sector organizations during the course of commercial activity (especially e-commerce). With respect to auditors, PIPEDA therefore protects consumers from having their personal information disclosed by the accounting profession to anyone else, by specifying the conditions under which, and the agents to which, such information may be disclosed. As a general reflection, it's interesting to observe how our personal perspectives inform what we pick up about an issue. You read about the CPAB and detect potential state intrusion into the private lives of the citizenry, while I read about the CPAB and notice that there's not a single visible ethnic minority on either the board or executive committee...

4 Firstly, lets not forget that the Canadian Institute of Chartered Accountants' is one of the most ethical professions' in the world. Did you notice that Canada did not have the problem in terms of corporate frauds compared to the american economy in the early 2000s? Thats a function of the strict ethical guidelines of the CICA compared with the standards of the US equivalent (the CPA). And secondly, your whole argument in the above post is squashed with the following fact: The supreme court ruled that Chartered Accountants do not have client confidentiality rights such that a lawyer does. If a C.A. is called before a court he is required by law to disclose confidential information about his/her client. I really don't see where your objection lies. A CA can lose his designation (and career) for disclosing confidential information. If you're making 100g$ a year, would you want to lose your career by disclosing confidential information? I doubt that. In regards to CPAB, its mandate is to randomly review audit firms audits to ensure that each firm is doing their work with due care. Each of the Big 4 firms has its own internal mechanisms to ensure audits are done with due care as well. This includes firing a partner from the firm (and him/her losing a large salary) if his/her audits fail the internal reviews more than 2 - 3 times over the course of several years. Thats a pretty good measure to ensure that firms are doing their audits as objectively as possible. The Sarbanes Oxley legislation is one of the most robust requirements for coporations to adhere to. This includes having the CEO/CFO personally gaurantee that the financial statements of free of material error and fraud. I think its quite obvious that the CICA body is doing its fair share to maintain the publics trust.

5 PIPEDA was put in place to protect individuals from commercial use of private information. Securities regulation and audit verification is not commercial use. CPAB, for example, is nonot-for-profit. As well, the new Quebec provisions will not give securities commissions access to information reviewed by auditors and CPAB or provincial accounting bodies (i.e., the auditors of auditors). The PCAOB in the US has far greater powers to access documents and the changes in Quebec are aimed partly to redress the fact that Canadian audit firms give more information to the PCAOB than they can give to the CPAB, which means that Canadian auditors of SEC registrants are subject to greater oversight scrutiny than Canadian auditors who do not audit SEC registrants. Finally, Supreme Court decisions (such as Branch) have held that securities regulations do not generally engage section 8 rights unless there is a charge. Even CCRA audits do not engage section 8, until the matter goes into the investigation/prosecution stage.

6 MKB: "Did you notice that Canada did not have the problem in terms of corporate frauds compared to the american economy in the early 2000s?" Two words for you - Nortel and Hollinger. And what assertive action did our hodgepodge of regulators undertake? Oh yeah - they let the big guns at the SEC deal with the mess. This doesn't even include the problems in the mutual fund industries, the ATB woes, the frauds that plague junior mining companies (or even senior ones - you also conveniently forgot Bre-X), etc etc etc. If you use the disparities in economic output and/or population between the US and Canada as a multiplier to the magnitude of the Canadian corporate frauds, I'm not sure your claim of Canada as a bucolic fraud-free hinterland would still stand. In absolute terms you may be right but on some per-capita basis, I'm sure we hold our own and then some...

7 Not to deny the main point, but both Nortel and Hollinger are SEC registrants, so it is unremarkable that the SEC took the lead. Further, Hollinger International (where the issues exploded) is a U.S. -based U.S. company and the issue was initiated by an institutional investor, not the SEC.

8 Murray: 'Not to deny the main point, but both Nortel and Hollinger are SEC registrants, so it is unremarkable that the SEC took the lead.' If that is the case, then why does Hollinger's web site have a SEDAR link and not one to the SEC? Also, the last time I checked, 10 Toronto Street in Toronto, Ontario (Hollinger's HQ - once again per their own site) is in Canada. Unless you know something about the Manifest Destiny that the rest of us don't. If a stock trades on both exchanges it is not necessarily incumbent on the SEC to be the lead. Disgruntled investors are going to launch suits where they feel the most appropriate remedies will be dictated. It speaks volumes that this isn't in Canada...

9 You looked on the website for Hollinger Inc., not Hollinger International Inc. (which has been since renamed). The scandal involved non-competition payments made by Hollinger international Inc. in respect of U.S.-based transactions. This is why Black is facing criminal charges in the US. I don't disagree with you that these matters are pursued more vigorously in the US.

10 The OSC only has jurisdiction over registrants: listed issuers, brokers, advisors and agents. If you provide personal financial information to your CA, the OSC has no right to request it from the CA. Information about your listed issuer company, yes, including information about the remuneration paid to the (5?) highest paid management officers (note: they may not be the highest paid, overall). The OSC may demand to see the T-4 issued by the company but they cannot demand the tax return. OK. given the recent holier-than-thou attitude expressed by the OSC's staff we can expect that they *will* demand, but the CA should say 'FU'..and cite PIPEDA and the Charter. Hopefully, the socialist levellers of the OSC's enforcement staff will get spanked when the Sears matter goes on to appeal at the Court of Appeal..I remain astounded that a Divisional Court panel could possibly find that Sears *had conferred a benefit* by choosing a closing date which the Banks wanted, when every damn single shareholder would receive EXACTLY the same consideration as the banks for each and every share...Hmmm, some are not equal blessed even though paid the same, so they shall be punished...Soiunds like Marx just to write it down. G.

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1 I think the Enron issue was later than 1991. The linked wiki article suggests that 2001 would be more accurate.

2 Thanks for catching that, Mike. Not sure how that mistake crept in. It's not like my finger slipped.

3 I thought that Bill 198 was the Sarbanes-Oxley equivalent in Canada - no? http://www.osc.gov.on.ca/About/Speeches/sp_20030319_db_bill-198.jsp

4 Canada could not follow the PCAOB model because the fedweral government will not assert federal power over securities law under the trade and commerce power. The CSA is in many ways a composite form of SEC. Essentially, the 13 securities regulators cooperate in passing securities rules under 13 securities acts. It has been the law in Ontario for some time that the OSC has rule-making powers, this is nothing new. The post-Enron CSA efforts were spearheaded by David Brown, as Chair of the OSC and Chair of the Technical Committee of the International Organization fo Securities Regulators (IOSCO). This committee set out principles to be implemented intenational, of which PCAOB and CPAB are implementations. The Federal government was also heavily involved, principally through OSFI and the Superintendent of OSFI is one of the five Governors of CPAB. The Senate committee on Banking, trade and commerce held extensive hearings, and the government selected the CPAB model. All of the CSA members published 52-108 for public comment and received extensive public comment. It is ludicrous and simply ill-informed to suggest there was not an extensive public consultation process in the formation of CPAB. OIndependence standards were identified as a critical issue for investor protection, which had been compromised in the case of Enron. One of the central beefs of the CGAs is that they want a separate CGA-firm only independence standard from that which applies to all other accountants, to which securities regulators are resistent. The PCAOB sets a single standard for the US, for exammple.

5 You could write quite a few posts about Securities Regulation in Canada. However, you might lose a lot of your normal readers. You notice how the states have federal legislation governing all this, whereas Canada has provincial rules set by the "regulators". It was on the Conservatives agenda to bring all this under one legislative framework and one national regulator. Of course, this will lead to a fight over turf. The provincial governments are pretending they're fixing the securities regulation problems. Meanwhile, they're letting the Stock Markets police themselves. The individual investor is getting burned in the Income Trust scandal, Vancouver penny stock scams, insider trading, etc.

6 Hi Patrick, There is legislation inasmuch as it expands the powers of the OSC via amendments to the Securities Act. But then there is all the indirection. The OSC works through the CSA. The CSA creates the CPAB. The OSC creates rules that are reviewed (optionally) by the minister and no one else. That's a far cry from the CPAB being created via a specific bill that details its authority and its obligations, that bill being debated by the legislature and reviewed by committee listening to public submissions on the bill.

7 Canada is internationally recognized as a laggard in financial markets regulation. Although many of your readers may find this material "dry", they should come away knowing that if they don't want to retire on food stamps, they should pay closer attention. While national regulators around the world are tightening regulations and making markets more efficient, as PlaidShirt states, we are deadlocked in turf wars. It is no accident that the Canadian Enrons of Nortel and Hollinger were only brought to the forefront by an AMERICAN regulator. And we have the cajones to chirp about sovereignty when we can't even make progress on something as important on regulation of our own financial markets...

8 I wouldn't be worried about an OSC / CPAB power grab so much as the fact that they have loosened, rather than tightened, corporate financial reporting requirements. I wrote about that a while ago (March 2006) when the OSC dumped MI 52-111, a temporary requirement which had brought our reporting standards into rough alignment with SOX. Not that SOX is necessarily the be-all and end-all, markets like the London Stock Exchange seem to maintain better accountability while avoiding an extravagant SOX-like regulatory structure.

9 I believe that all this extra scrutiny by powers unaccountable will end up making everything much worse. Be careful what you wish for.

10 riveting. you must have awoken from a deep sleep. this is the kind of extremely intense research your name stands for. well done. this is the kind of thing that shook the nation to toss the liberal putz's out of office. spread it far and wide. thanks.

11 It's kind of like the old cable company negative billing option - the default is in favour of the initiator. Don't like it. I also don't like the idea of a private, publicly unaccountable group deciding who is and is not an acceptable auditor. I'm all in favour of less government and professional, self-regulating associations but there are areas where a monopoly can arise and self-interest can cloud judgement, both of which lead to corruption. I think this is one of those areas. Great piece.

1 Dolton McLiar is quite clueless when it comes to actually running the Province of Ontario - he can manage a good sound bite once in a while though, which is all you need when advertising agencies, journalists and 'communications firms' are all on your side - the side with the taxpayers pocket on it.

2 Sorbara is said to wear a t-shirt around his office that reads "The Real Premier", he does not deny this. Dalton is a powerless front man for the Liberals, he's an outsider with no Toronto power base. That's one explanation.

3 Gerry Phillips is not fit to be Finance minister for this reason only. I have met Gerry on a few occasions, and he a nice, thoughtful, and overall a decent MPP. However, after I made a presentation on Bill 8 to a legislative committee back in 1996, I spent most of my time explaining my presentation on the Laffer curve to him. When somebody with an economics degree does not have the slightest clue with regards to what the Laffer Curve is and the premise behind it, they should not be allowed to have such influence over macroeconomic policy period.

4 Sorbara claimed at the time that he was innocent because as a director of the company, he didn't pay attention to deals with a value of

5 (continued due to truncation) ...less than $50 million. Comforting words from a finance minister. Takhar is another bad apple - under his watch thousands of driving licence blanks were stolen and licences were issued with inadequate ID. He should be jettisoned too. The smart ones are getting out early - Kennedy, Cordiano and others who will not run next time. McWimpy hangs on to losers like Pupatello - she's on her third job, second job this year, and it's a demotion. Hopefully, the writing is on the wall for the Fibs, the worst government in my memory and I include Rae in my list.