Some Reflections on The “Responsible Issuer” Definition and Jurisdictional Aspects of Securities Class Actions
Bibliographic record
Abstract
The statutory secondary market liability provisions in Part XXIII.1 of the Ontario Securities Act and parallel provisions in the securities acts of other Canadian provinces have been the subject of recent judicial analysis, in particular, regarding the provisions’ jurisdictional scope. Whether a foreign issuer1 is subject to one of these provincial statutory regimes will depend on whether it has a “real and substantial connection” to the province. What will constitute a real and substantial connection in such contexts remains an open question, but it will no doubt be considered in light of the Supreme Court of Canada’s recent decision in Club Resorts Limited v Van Breda and the Ontario Court of Appeal’s decision in Abdula v Canadian Solar. The authors contend that any analysis of the nexus between an issuer and a jurisdiction for the purposes of determining whether the “responsible issuer” definition is met should focus on the substantive claims being advanced by plaintiff investors and the objects of the legislation — in particular, the making of misstatements or omissions that affect the price of an issuer’s securities on secondary markets. In other words, connections between an issuer and the jurisdiction that are unrelated to allegations of misrepresentation (or omission) should not be considered real and substantial. This approach would not only be consistent with the analytical framework for the assumption of jurisdiction by Canadian courts that was articulated by the Supreme Court of Canada in Van Breda, but it would also help to minimize the significant and undesirable disparity that could develop between Canadian and US approaches to jurisdiction over secondary market misrepresentation claims.
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How this classification was reachedexpand
Full frame machine prediction
Teacher imitationNot calibrated prevalence, not ground truth. Human validation pending. The Gemma side is a direct model label for every work in the frame, read from the title-only record. The Codex side is a classifier learned from the 10,348 direct Codex labels and calibrated to design-weighted sample rates; fields without enough sample support carry no Codex call. Candidate is the union of the two sides; consensus is their intersection. These outputs are machine_predicted_unvalidated and are not human labels.
Distilled classifier scores by category (both heads)
| Category | Codex | Gemma |
|---|---|---|
| Metaresearch | 0.025 | 0.023 |
| Meta-epidemiology (narrow) | 0.001 | 0.001 |
| Meta-epidemiology (broad) | 0.001 | 0.002 |
| Bibliometrics | 0.002 | 0.002 |
| Science and technology studies | 0.017 | 0.119 |
| Scholarly communication | 0.024 | 0.017 |
| Open science | 0.010 | 0.006 |
| Research integrity | 0.020 | 0.026 |
| Insufficient payload (model declined to judge) | 0.004 | 0.000 |
Machine scores (provisional)
The two teacher heads of the student model, read on this work. A score orders the frame for review; it never asserts a category, and the validation status ships verbatim with every row.
Baseline scores from an immature model (maturity gate not passed, 7 training rounds). Scores rank; they never assert a category.
score_only:v0-immature-baseline · verbatim from the scoring run: score_only means the number may rank works, and no category label ships from itClassification
machine, unvalidatedMachine predicted; a candidate call from one source (direct Gemma or distilled Codex), not a consensus.
How this classification was reached, model by model and score by score, is at the end of the page under "How this classification was reached".