Prepared by: Benjamin Rozek, Founder and Managing Lawyer, Rozek & Co.
Date: September 25, 2025
In a landmark decision merging the realms of securities and employment law, McPherson v. Global Growth Assets Inc., 2025 ONSC 5226, delivered by Justice Centa on September 12, 2025, the Ontario Superior Court of Justice awarded Ian McPherson $5.38 million in damages for retaliatory termination under the anti-reprisal provisions of the Ontario Securities Act (OSA). This first-instance interpretation of s. 121.5 sets a precedent for protecting whistleblowers in regulated firms, offering significant implications for securities compliance and corporate governance.
Case Summary
The dispute arose from the termination of Ian McPherson as CEO and Ultimate Designated Person (UDP) of Global Growth Assets Inc. and Global RESP Corporation (collectively, “Global”), education savings plan businesses regulated by the Ontario Securities Commission (OSC). McPherson alleged his termination was reprisal for raising concerns about breaches of Ontario securities law, violating s. 121.5 of the OSA. Global had a history of OSC sanctions, including permanent bans on owner Issam El-Bouji (a.k.a. Sam Bouji) from acting as UDP or officer/director, with his daughter, Hanane Bouji, serving as board chair and executive.
Hired in August 2018 to ensure compliance, McPherson believed the board’s January 2019 decision to remove Hanane from his oversight interfered with his UDP duties under National Instrument 31-103, risking further OSC violations due to compliance deficiencies in her areas. He repeatedly sought meetings with independent directors Ronald Brooks and Nazreen Ali, warning of “consequences,” but was terminated without cause on February 28, 2019. Post-termination, Sam Bouji re-engaged with Global, contrary to OSC orders.
The defendants counterclaimed for slander, intentional interference with economic interests, and gross negligence, but abandoned most claims by trial’s end. The trial centered on interpreting s. 121.5, witness credibility (plaintiff’s witnesses deemed reliable; defendants’ not), and the defendants’ failure to produce key documents. Justice Centa found Global breached s. 121.5 by terminating McPherson partly due to his protected activity.
Outcomes
The court ruled decisively in McPherson’s favor, granting his claim for breach of OSA s. 121.5(1) with a declaration that Global, Brooks, Ali, and Hanane Bouji violated the anti-reprisal provision. Global was ordered to pay McPherson $5,379,808.22, representing double remuneration (including salary and bonuses) from the termination date to judgment, plus prejudgment and post-judgment interest. Claims for wrongful dismissal, aggravated damages, and punitive damages were dismissed, as the statutory award fully compensated McPherson, no additional distress was proven, and punitive damages were deemed unnecessary. The defendants’ counterclaim was dismissed in full, with portions previously struck as a SLAPP suit and the remainder abandoned post-evidence.
Legal Application
The court’s analysis focused on OSA s. 121.5(1), which prohibits reprisals, such as termination, against employees for providing or intending to provide information about reasonably believed securities law breaches to their employer, the OSC, or others. In this first-instance interpretation, the court held that the provision protects internal reporting and that “because” requires only partial motivation by protected activity, meaning mixed motives suffice for a breach.
The reverse onus under s. 121.5(5), placing the burden on the employer to prove no reprisal, was not relied upon as McPherson met the balance-of-probabilities threshold. The remedy, per s. 121.5(6)2 and (7), awarded double remuneration, including a prorated base of $240,000 salary and $160,000 bonus per year, totaling approximately $5.38 million, without mitigation deduction, as the statute is silent on mitigation. No reinstatement was sought.
Evidentiary rulings included a mid-trial decision on April 7, 2025, excluding a late, privileged solicitor-client email from the defendants due to non-production and non-compliance with Rules 30.09 and 53.08, citing no reasonable explanation and resulting prejudice or delay. Adverse inferences were drawn from the defendants’ failure to produce key documents, such as OSC audit reports, board resolutions, minutes, and remediation plans. Credibility was assessed using the Faryna v. Chorny test, favoring the plaintiff’s consistent and corroborated witnesses over the defendants’, whose evidence showed hindsight bias and contradictions with documents.
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