JEREMY HAINSWORTH
The British Columbia Court of
Appeal has ordered the B.C.
Securities Commission to reconsider a 10-year trading ban
handed to a securities lawyer,
given that he had already resigned
from the Law Society of B.C. for
10 years.
Andrew Gordon Walker contends that, at age 57, his being
prohibited from acting as a securities lawyer is in effect a lifetime
ban. The penalty is in addition to
sanctions that the commission
handed Walker and two other
men after it found that they
perpetrated a fraud in a company
they controlled.
Walker also contends the
$150,000 fine he received was
excessive, and is asking the commission to reconsider. He believes
that the sanctions imposed upon
him were not in keeping with the
other orders made by the commission in similar cases.
In Walker v. British Columbia
(Securities Commission), the B.C.
Court of Appeal panel ruled on
October 28 that the commission
was also aware that Walker had
been suspended from the Toronto
Stock Exchange in 2006 but had
not taken it into account.
Walker contended that TSX
sanction ought to have been
weighed by the commission. “It’s
been knocked back to us to consider that,” B.C. Securities Commission spokesman Richard Gil-hooly said.
In February, 2005, Walker
along with Giuliano Angelo Tamburrino and Dale Michael Paulson caused PanTerra Resource
Corp., an Alberta corporation
listed on the TSX Venture
Exchange, to transfer $86,381 to
Walker’s law firm trust account.
They used the borrowed funds to
purchase PanTerra shares from
other investors in the company. At the time, they were all
PanTerra directors and were its
directing mind and management,
the commission said.
In July, 2010, the BCSC found
that three former directors perpetrated a fraud when they used the
funds to buy PanTerra shares,
and kept wrongfully issued shares
for themselves, and then sold
them (2010 BCSECOM 578, the
sanctions portion of decision
2010 BCSECCOM 401).
The commission permanently
prohibited Tamburrino from
trading or purchasing securities,
from acting as directors or officers of any issuer, from engaging
in investor relations activities
and imposed similar restrictions
on Walker and Paulson until
2020. It imposed an administrative penalty of $200,000 against
Tamburrino and of $150,000
each against Walker and Paulson.
The commission panel rejected
the contention that the funds were
a loan, saying there was no promissory note, loan agreement or any
other evidence that it was a loan.
The court said Walker had
repaid the funds and the value
of the wrongly issued shares.
Further, it said that the com-
mission recognized Walker
“understood that his conduct
had been wrong, and expressed
remorse for it.”
However, the court said, “they
also found that he did not appre-
ciate the seriousness of his mis-
conduct, nor the standard of con-
duct expected of directors and
officers of public venture issuers.
They concluded these failings
were a significant risk to invest-
ors and markets.”
The appeal court dismissed
Tamburrino’s companion appeal.
2008, and amended Aug. 28,
2008, alleging misappropriation,
conflict of interest, and assisting
dishonesty, crime or fraud.
Society documents show
Walker was called to the bar in
Ontario in 1980, and was subsequently admitted to the B.C.
bar in 1984. He practiced primarily in the area of securities
law, except for two periods in
which he ceased membership.
From June 27, 1988 to Dec. 31,
1988, he was employed by the
commission.
Walker confirmed his involvement in the Pan Terra situation to
the law society in an agreed statement of facts. In resigning his
membership effective Nov. 28,
2008, he undertook not to apply
for membership in any other
Canadian law society without
notifying the B.C. society and not
to work for any lawyer or law
See Ban Page 4
Quicklaw®
Research Solutions
To know is essential.
To Know More is powerful.
LexisNexis® Quicklaw®
General Practice Essentials
Get Halsbury’s ® Laws of Canada, Butterworths® Texts
and Treatises, Forms & Precedents, The Canada Digest
and other exclusive online content.
FOR A
FREE TRIAL
call 1-800-255-5174 or visit
www.lexisnexis.ca/quicklawgeneralpracticeessentials
LexisNexis and the Knowledge Burst logo are registered trademarks of Reed Elsevier Properties Inc., used under licence. Butterworths
and Halsbury’s are registered trademarks of Reed Elsevier (U.K.) Limited and its affiliated companies. Quicklaw is a registered
