Order: In the Matter of Issam El-Bouji et al.
IN THE MATTER OF THE SECURITIES ACT,
R.S.O. 1990, c S.5, AS AMENDED
- AND -
IN THE MATTER OF ISSAM EL-BOUJI, GLOBAL RESP CORPORATION, GLOBAL GROWTH ASSETS INC., GLOBAL EDUCATIONAL TRUST FOUNDATION AND MARGARET SINGH
WHEREAS on January 10, 2013, the Ontario Securities Commission (the “Commission”) issued a Notice of Hearing (the “Notice of Hearing”) pursuant to section 127 of the Securities Act, R.S.O. 1990, c S.5, as amended (the “Act”), accompanied by a Statement of Allegations dated the same date filed by Staff of the Commission (“Staff”), in respect of Issam El Bouji, Global RESP Corporation, Global Growth Assets Inc., Global Educational Trust Foundation and Margaret Singh (collectively, the “Respondents”);
AND WHEREAS on February 27, 2013, Staff and counsel for the Respondents appeared before the Commission and made submissions, and Staff advised the Commission that it had completed the majority of its disclosure to the Respondents;
AND WHEREAS on April 1, 2013, Global RESP Corporation and Global Growth Assets Inc. (the “Applicants”) filed a Notice of Motion (the “Motion”) with the Commission for an order pursuant to section 17 of the Act, authorizing disclosure to Deloitte LLP, the auditor of the Applicants, of any portions of the disclosure delivered to the Applicants by Staff in this proceeding which included both testimony and documentary evidence (the “Confidential Information”) that cannot be disclosed as a result of the application of section 16 of the Act or by reason of the implied undertaking to the Commission as to use of the Confidential Information; for greater certainty, Confidential Information excludes information and documents known to or in the possession of the Applicants other than by reason of the disclosure by Staff in connection with this proceeding and excludes other matters of public record;
AND WHEREAS the Motion was scheduled to be heard on May 15, 2013 at 11:00 a.m. (the “Motion Hearing”);
AND WHEREAS the Applicants, Staff and X filed written materials with the Commission in advance of the Motion Hearing;
AND WHEREAS on May 15, 2013, the Commission heard submissions from the Applicants, Staff, X, Y and Z who was unrepresented;
AND WHEREAS Staff, X and Z opposed the Motion;
AND WHEREAS two other individuals who provided testimony or evidence also opposed the Motion;
AND WHEREAS the Commission has considered all of the submissions and evidence submitted at the Motion Hearing and has concluded that it is in the public interest to make this Order;
IT IS HEREBY ORDERED that:
1. Outside legal counsel to the Applicants shall be entitled to communicate to not more than four representatives of Deloitte the general nature of the Confidential Information, without disclosing the name or identity of any person or company that gave testimony or provided any documentary evidence included in the Confidential Information, together with such legal counsel’s assessment of the relevance, probity, or weight of such testimony or evidence relative to the allegations made in the Statement of Allegations in this matter (that communication is referred to in this Order as the “Communication”);
2. Except as expressly provided in paragraph 1 above:
(a) any portion of the Confidential Information that was compelled under the Act, including any written record of the Communication, shall continue to be subject to confidentiality in accordance with section 16 of the Act; and
(b) any portion of the Confidential Information that was not compelled under the Act, including any written record of the Communication, shall continue to be subject to the implied undertaking to the Commission as to use of the Confidential Information;
3. For greater certainty,
(a) the Communication shall be made only to representatives of Deloitte who need to receive the Communication in order for Deloitte to fulfill its professional responsibilities as the auditor of the Applicants and their affiliates;
(b) any representative of Deloitte who receives the Communication shall maintain the strict confidentiality of the Communication and of any record thereof;
(c) the Communication and any record thereof shall not be referred to in any document prepared by Deloitte that is to be made public except with the Commission’s prior approval;
(d) Deloitte shall not use the Communication other than to fulfill its professional responsibilities as the auditor of the Applicants and their affiliates and as expressly permitted by this Order; and
(e) any use or disclosure of the Communication or any record thereof, other than as expressly permitted by this Order, shall constitute a violation of this Order.
4. The Applicants, Staff or any person directly affected by this Order may apply to the Commission for directions as to the scope and application of this Order.
DATED at Toronto this 21st day of May, 2013.
James E. A. Turner