Decision in brief: Valentine, Enforcement Proceeding, Merits, March 20, 2024

In this enforcement proceeding, the OSC alleges that Mark Valentine breached a 2004 order of the Tribunal that permanently restricted him from becoming a director or officer of any company and restricted him from trading in securities for 15 years. The OSC alleges he breached the order in three ways: (i) by remaining or becoming a director and/or an officer of 38 companies, (ii) by playing an important role in the sale of 5 million shares of a company, and (iii) by participating in several financings called “stock secured financings”.

At the merits hearing, Valentine admitted to the first two allegations but not the third.

The Tribunal found that Valentine participated in the “stock secured financings” alleged by the OSC and that his participation breached the trading ban. The financings involved borrowers in Hong Kong pledging (giving as collateral) publicly listed Hong Kong securities to international lenders. Valentine acted as a middleman between the borrowers and lenders. He arranged financing, performed analysis, and facilitated communication between lenders and borrowers. Valentine was paid millions of dollars for his involvement. His involvement amounted to engaging in acts in furtherance of a trade and is a breach of the trading ban.

As a result of this decision, the Tribunal will hold a hearing to decide what sanctions and costs should be ordered against Valentine because of his conduct.