Markham Securities Offence Lawyer

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A securities allegation reaches a Markham desk in one of three ways. A Capital Markets Tribunal proceeding that can end your ability to trade or work in the industry. A quasi-criminal prosecution under Ontario's Securities Act, where jail is on the table. Or Criminal Code charges carrying penitentiary-range maximums. The rules, the stakes, and even the buildings are different on each track, so the first strategic question in every file is the same: which one are you actually on? This page maps all three, the 2025 penalty changes most websites have not caught up with, and the decisions that matter in the first weeks.

By Fadi Matthew Kazandji, Founding Partner, Kazandji Law. Serving Markham and all of York Region from our Thornhill office. Updated July 2026.

Three ways a securities file reaches a Markham desk

Securities enforcement in Ontario is not one system. It is three, run by different institutions under different statutes with different endpoints, and the same trades can be examined by any of them.

The first is administrative. The Ontario Securities Commission investigates and brings enforcement proceedings before the Capital Markets Tribunal, the adjudicative body that hears those cases. The Tribunal cannot send anyone to jail, but it can impose administrative penalties, order disgorgement of amounts obtained, and ban people from trading, from registration, and from serving as directors or officers. For anyone whose livelihood runs through the markets, those orders can outlast and outweigh any fine.

The second is quasi-criminal. OSC staff can prosecute offences under section 122 of the Securities Act in the Ontario Court of Justice under provincial offences procedure. Quasi-criminal means exactly what it sounds like: not a Criminal Code conviction, but a real prosecution in a real courtroom where imprisonment is an available sentence.

The third is criminal. Police investigate and Crown prosecutors charge Criminal Code offences aimed at markets: affecting the public market price with intent to defraud, manipulative trading, insider trading and tipping, and false prospectuses and statements. These carry the heaviest maximums and the full weight of a criminal record.

People in Markham tend to meet this system as investors, advisors, dealing representatives, fund staff, officers of issuers, or simply as someone whose name appears in the wrong trading records. Whichever door the file came through, the defence starts by confirming the track, because everything else follows from it.

The three tracks, side by side

One set of trades can generate proceedings on more than one of these tracks, and files sometimes migrate between them as evidence develops. Here is the architecture in one view.

	Capital Markets Tribunal	Quasi-criminal (Securities Act s. 122)	Criminal Code
Forum	Capital Markets Tribunal, sitting in Toronto	Ontario Court of Justice, under provincial offences procedure	Criminal courts; for York Region files, Newmarket
Who brings it	OSC enforcement staff	OSC staff prosecutors	Police investigate; Crown prosecutes
Worst case	Administrative penalties up to $5 million per failure to comply, disgorgement, and trading, registration and director bans	Fines up to $10 million per conviction and imprisonment up to five years less a day	Maximums of 10 years for manipulation and insider trading, 14 years for affecting the public market with intent to defraud
Record created	Public tribunal findings and orders, no criminal record	Provincial offence conviction, not a Criminal Code record	Criminal record, with everything that follows one

The instinct to treat the Tribunal track as the gentle one is a mistake. It has the lowest procedural protections, a civil standard of proof, and remedies aimed squarely at your career. The instinct to treat the criminal track as unbeatable is equally wrong: it carries the highest burden of proof and the most litigable process. Strategy lives in those differences.

Section 122: the quasi-criminal engine with jail attached

Most Ontario securities prosecutions run through section 122 of the Securities Act. Described in plain terms, it makes it an offence to make statements to the Commission, or in documents required to be filed under Ontario securities law, that are misleading or untrue in a material respect, and, more broadly, to contravene Ontario securities law at all. That last branch is the engine: it pulls the Act's substantive prohibitions, including the fraud, market manipulation and misleading statements provisions, into a prosecutable offence.

The exposure is serious and current: on conviction, a fine of up to 10 million dollars, imprisonment of up to five years less a day, or both, for each conviction. Directors and officers carry their own liability where they authorize, permit or acquiesce in a company's offence, facing the same maximums whether or not the company itself is charged. And for insider trading and tipping convictions there is a special fine structure: a minimum equal to the profit made or loss avoided, and a maximum that is the greater of 10 million dollars and triple that profit or loss.

Procedure matters here. These prosecutions are brought by OSC staff under the Provincial Offences Act in the Ontario Court of Justice, and appeals from conviction go to the Superior Court of Justice. It is a real prosecution with a real jail tail, run by a specialized regulator's counsel, and it deserves defence work of the same seriousness as any criminal charge.

The 2025 penalty jump most sites have not caught up with

In 2025 Ontario rewrote the price list. Amendments made by S.O. 2025, chapter 10 doubled the maximum fine under section 122 from 5 million to 10 million dollars per conviction, applied the same doubling to the director and officer liability provision, reset the insider trading fine ceiling to the greater of 10 million dollars or triple the profit made or loss avoided, and raised the Capital Markets Tribunal's maximum administrative penalty from 1 million to 5 million dollars for each failure to comply.

Two practical consequences follow. First, be careful what you read: a large share of the legal internet, and even some official pages, still displays the old 5 million dollar and 1 million dollar figures. We verified the current numbers against the consolidated statute itself before publishing this page. Second, the legislature's message is not subtle. Raising ceilings is what governments do when they want regulators swinging harder, and the sensible response for anyone under investigation is to treat every proceeding, administrative or otherwise, as capable of producing a life-altering number.

The Criminal Code layer: four offences

Above the regulatory system sits the Criminal Code, with four provisions built for market conduct. They are charged less often than section 122, but when they arrive the ceilings change and so does everything else.

Affecting the public market, section 380(2). Using deceit, falsehood or other fraudulent means, with intent to defraud, to affect the public market price of stocks, shares, merchandise or anything offered for sale to the public. This is the heavyweight: a straight indictable offence with a 14 year maximum, and the only one on this list with a ceiling high enough that it can attract a preliminary inquiry on request. Where the allegation is investor loss rather than market movement, the workhorse count is ordinary fraud under section 380(1), which we cover on our Markham fraud over $5,000 page.

Market manipulation, section 382. Trading through the facility of a stock exchange or other market with intent to create a false or misleading appearance of active public trading, or a false price: wash trades involving no real change in beneficial ownership, and matched buy and sell orders placed at substantially the same time, size and price. It is a hybrid offence with a maximum of 10 years on indictment. Older write-ups describe it as indictable only; the law changed in 2019, and it has been hybrid since.

Insider trading and tipping, section 382.1. Buying or selling a security while knowingly using inside information obtained through shareholder status, a business or professional relationship with the issuer, a proposed takeover or reorganization, employment, or from someone in those positions. Inside information means information about the issuer or security that has not been generally disclosed and could reasonably be expected to significantly affect its market price or value. Trading carries a 10 year maximum; tipping, meaning knowingly conveying inside information when there is a risk it will be used or passed on, carries 5, with an exception for communications necessary in the course of business. Both are hybrid.

False prospectus, statement or account, section 400. Making, circulating or publishing a prospectus, statement or account, written or oral, known to be false in a material particular, with intent to induce investment, to deceive members, shareholders or creditors, or to induce anyone to advance or entrust anything to a company. Hybrid since 2019, with a 10 year maximum.

One structural point matters for anyone facing these counts: value over one million dollars is a statutory aggravating factor on sentencing for the manipulation, insider trading and false prospectus offences, and the general fraud provision carries its own escalation over that threshold. Big numbers do not just raise headlines; they move sentencing frameworks.

The situations that actually generate these files

Strip away the statutes and a handful of human situations produce most securities files, and most of the people in them never thought of themselves as market criminals.

There is the executive or manager who bought or sold in the window before an announcement, sometimes on a hunch, sometimes on a habit, sometimes on a financial pressure that had nothing to do with the deal. The finance, legal or IT employee who saw a transaction coming together and mentioned it to a brother-in-law over dinner, which is how tipping files are born. The advisor or dealing representative whose client accounts show a pattern that compliance flagged, where the real question becomes who directed what and when. The founder raising money on a deck and a story, where optimism is alleged to have hardened into misrepresentation, and the line between salesmanship and a false statement in a material respect becomes the whole case. The active trader whose order patterns are read as manufactured volume or price. And, increasingly, people in newer asset markets, where the threshold question of whether the product was a security at all gets litigated before anything else.

Two features repeat across all of these. First, the conduct is usually old by the time anyone calls: trades from eighteen months ago, messages from two years ago, reconstructed with hindsight into a narrative of intent. Second, the person has almost always already talked, to compliance, to an employer, to colleagues, before understanding what track the file was on. If you recognize yourself in this section and no one has contacted you yet, that is not a reason to relax. It is the one moment where preparation is still cheap.

Which track will your file actually take?

Nobody hands you a map at the start. The OSC investigates and chooses, in the public interest, between Tribunal proceedings and section 122 prosecution. Police forces investigate Criminal Code allegations on their own footing. The same conduct can be viewed through all three lenses, and a file can change lanes as evidence develops: an administrative review that hardens into a prosecution, or a criminal investigation that resolves onto the regulatory track.

The statutes themselves manage the boundary in one direction. The Criminal Code's insider trading provision contains a saving clause: conduct that is authorized or required, or not prohibited, by an applicable federal or provincial statute or regulation is not caught. That clause is the bridge between the criminal law and the securities regime, and in the right facts it is a defence in its own right, because compliance with the regulatory rulebook can take conduct out of the criminal provision entirely.

Parallel exposure creates the sharpest traps. What you volunteer in one forum does not stay there: statements, documents and admissions made to a regulator can surface in other proceedings, and the reverse is true as well. The distinction between what you are compelled to provide and what you choose to provide carries real legal consequences, and it is precisely where unrepresented people damage themselves. Before anything is said or produced anywhere, the whole board needs to be considered, not just the square the current letter came from.

The venue map from a Markham address

Securities enforcement has a geography, and for Markham residents it points in two directions at once. The regulatory system is a Toronto system. The Ontario Securities Commission and the Capital Markets Tribunal sit downtown, Tribunal hearings proceed there, and the OSC's quasi-criminal prosecutions run in the Ontario Court of Justice, in practice in Toronto. If your file lives on those tracks, expect the core events of your case to happen in the city, with many routine appearances available virtually.

The criminal track follows ordinary criminal geography instead. Criminal Code counts investigated out of York Region proceed at the Newmarket courthouse, 50 Eagle Street West, the single building that handles every York Region criminal matter including bail. So the same Markham professional could, in an ugly enough file, have a Tribunal proceeding downtown and a criminal count in Newmarket, each with its own calendar and rules.

For a working person the logistics are not trivial: hearing dates that collide with work, employers who notice absences, and the question of who attends what. We manage that layer deliberately, using virtual appearances where they are available and keeping the client out of rooms they do not need to be in. Our Thornhill office at 7191 Yonge Street sits minutes from Markham, and our Toronto headquarters at 180 John Street is close to the downtown venues, which is a convenience that turns out to matter across a long file. Toronto-centred cases have their own page: Toronto securities offence lawyers. The provincial overview lives at Ontario securities offence lawyers.

What the investigation looks like from the inside

Securities investigations are paper machines. On the regulatory side, the OSC has broad powers to demand documents and trading records and to conduct interviews, and it deploys interim tools while it works: freeze directions over accounts and cease-trade orders that stop activity mid-investigation. Those interim orders arrive early, often before you have seen any case against you, and they can be challenged. On the criminal side the toolkit is production orders, search warrants and device seizures, executed by police rather than regulators.

Whatever the track, the case being assembled almost always reduces to the same triangle: access, timing, communications. What information did you have access to, when did the trades happen relative to that access, and what do your emails, chats and messages say about what you knew and intended? Compliance logs, account records and attribution evidence fill in the edges. Files are won and lost inside that triangle, which is why preserving your records, and understanding what they actually show, comes before any conversation with anyone.

Cooperation deserves its own word. The OSC operates a published credit-for-cooperation program that can genuinely improve outcomes for people who self-report and self-correct, and it runs a whistleblower program offering confidentiality and potential rewards to people who report others, which means you will rarely know who lit the match under your file. Cooperation is a strategic decision, not a reflex. Done with structure, sequencing and a clear record of what is provided and why, it can shrink a case. Done in panic, it freezes you into a version of events written in week one and read aloud for years.

Beyond the fine: the professional fallout file

For most of the people we defend, the scariest line in a securities file is not the fine. It is the ban. Tribunal orders can remove you from trading, strip registration, and bar you from serving as a director or officer. Disgorgement orders reach back through whatever was obtained. Employers in the industry read enforcement news carefully, and interim orders alone, a freeze here, a cease-trade there, can end a role long before any finding is made.

The consequences also differ by track in ways worth understanding precisely. A quasi-criminal conviction under the Securities Act is a provincial offence conviction, not a Criminal Code record, and that distinction matters for questions on forms, for border crossings and for professional applications, though it is not a free pass anywhere. A Criminal Code conviction is the full weight: a criminal record, and for non-citizens, immigration consequences that follow from convictions for offences with maximums of 10 and 14 years. Where immigration status is in play, the defence strategy has to be built around it from the start, not adjusted at sentencing.

We defend these files with the career in view, not just the verdict: what finding, if any, is survivable; which resolution formats leave registration intact; what gets said publicly and when. A technical win that leaves an unanswered allegation hanging over your name is not a win, and we do not treat it as one.

Defence angles across all three tracks

Securities cases feel technical because they are, and the technicality is the defence's friend. The recurring battlegrounds:

• Materiality. The statement was not misleading in a material respect. The information would not reasonably have been expected to significantly affect the price or value of the security. Materiality is an evidentiary fight about markets, not an assumption, and it is where many files die.
• General disclosure. Inside information stops being inside once it has been generally disclosed. Timelines of press releases, filings, analyst coverage and market chatter can move the line decisively.
• Documented trading plans. Trades that follow a pre-existing plan, a standing instruction or independent advice undercut the inference that access drove the decision. The paper has to exist, but when it does, it changes cases.
• Attribution. Shared accounts, family accounts, discretionary managers and corporate trading desks all raise the question of who actually decided. The Crown or the regulator must connect the trade to your mind, not just your name.
• Authorization and the statutory saving. Conduct authorized or not prohibited by the applicable regulatory framework is outside the criminal insider trading provision, and compliance records can anchor that argument.
• No intent to defraud or manipulate. The fraud-based offences require dishonest means and intent, and the manipulation offence requires intent to create a false appearance. Legitimate strategy, hedging and market-making explanations belong in that fight.
• Process and Charter litigation. On the criminal track, how records, devices and communications were obtained is fully litigable, and exclusion can hollow out a paper case. Quantum, disgorgement calculations and penalty proportionality remain live issues on the regulatory track.

Underneath all of it sits the burden of proof, and it differs by track: beyond a reasonable doubt in the criminal and quasi-criminal lanes, balance of probabilities at the Tribunal. Choosing where and how to fight, and what to resolve, is portfolio management across those standards.

The first week after the letter, the demand or the charge

What you do in the first days shapes the entire file, and the right moves are mostly restraint. Preserve everything: trading records, account statements, emails, chats, calendars, compliance attestations. Deletion reads as consciousness of guilt and, depending on the track, can be its own problem. Stop discussing the trades with colleagues on any channel; every conversation creates a witness, and workplace channels are the first thing demanded.

Do not resign, sell or restructure in a hurry. Sudden moves read badly and sometimes create new exposure. Calendar every deadline in the letter or demand, because regulatory timelines are real, and silence past them hurts too; the answer is managed engagement, not paralysis and not panic. Be careful with your employer's compliance and legal teams: they have their own obligations and their own interests, and what you tell them is not privileged in your favour. Then have counsel take over contact with the regulator or the police before the story about your intent gets written by someone else. If the file also involves allegations about moving money, our Markham money laundering lawyer page maps that adjacent territory, and tax-adjacent allegations are covered on our Markham tax evasion lawyer page.

Why Kazandji Law for a Markham securities file

We bring a criminal defence lens to a regulatory world, and that combination is the point. The habits that win criminal trials, burden-of-proof discipline, Charter litigation, controlled communication, careful records, are exactly what securities files reward, on every track. Where clients already have securities or employment counsel, we coordinate rather than duplicate, and where forensic analysis is needed we retain it through counsel so the work sits inside privilege. Our broader financial crime practice, including fraud files that travel with securities allegations, is set out on the Markham fraud defence lawyer page and the province-wide Ontario fraud defence lawyers page, with results collected on our case successes page.

Clients reach us through four offices: our Toronto headquarters at 180 John St, Unit 320, close to the downtown venues where regulatory proceedings happen; our Thornhill office at 7191 Yonge St, Suite 310, minutes from Markham; and offices in North York and Oakville. The rest of our York Region practice is on the Markham criminal defence lawyer hub. Consultations are free and confidential, and in securities files the consultation belongs before your first response, not after it. These cases reward preparation more than any other file we defend, and preparation starts with that call.

This page is general legal information for people in Markham and York Region, not legal advice about your situation. Securities and criminal law change, penalty ceilings change, and application depends entirely on the facts; Securities Act provisions are described here in plain language rather than quoted. References are to Ontario's Securities Act and the Criminal Code of Canada as amended to the date above. If you are under investigation or charged, speak with a lawyer before acting on anything here. Kazandji Law: 7191 Yonge St, Suite 310, Thornhill and 180 John St, Unit 320, Toronto. 647-588-3234.