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Market watchdog calls ex-RIM VP’s share purchase ‘abusive’

RIM’s offices in Waterloo, Ont.

Peter Power/The Globe and Mail

A former Research In Motion vice-president who heard about the BlackBerry maker's plans to take over a technology company then bought $305,000 in shares was acting "contrary to the public interest," an Ontario Securities Commission panel has ruled.

In a decision released Thursday, the OSC stopped short of finding that former RIM vice-president Paul Donald had violated the insider-trading provisions of the Ontario Securities Act, as the commission's staff prosecutors had alleged. But the panel still ruled that Mr. Donald's conduct "was abusive of the capital markets and to confidence in the capital markets."

According to the decision, Mr. Donald attended an August, 2008 RIM golf retreat for about 50 or 60 company executives at the Redtail Golf Course in Port Stanley, Ont. Co-founder Jim Balsillie "roasted" an unnamed RIM executive at a dinner after the day-long event.

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During that private dinner at the golf club, the OSC says Mr. Donald chatted with Chris Wormald, RIM's vice-president of strategic alliances, about the smartphone-maker's stalled plans to acquire Mississauga-based Certicom Corp. Mr. Wormald also told Mr. Donald that he believed that shares of Certicom, which provides encoding technology RIM uses to secure the data of BlackBerry users, were undervalued.

The next morning, the OSC says Mr. Donald contacted his broker at 9 a.m. to make an order that would see him purchase $305,000 worth of Certicom shares in the following weeks. When RIM completed its takeover of Certicom in 2009, he sold his holdings for $600,000, making a profit of $295,000, the OSC decision says.

Mr. Donald denied that the information he got from Mr. Wormald about RIM's intentions was material or secret. The panel disagreed, but concluded that RIM had not actually finalized a decision to acquire Certicom before the golf tournament, meaning that Mr. Donald was not in a "special relationship" with the company when he bought his shares.

But the OSC panel still concluded that the former RIM executive, who left the company in 2009, acted improperly in using the information he got over dinner to purchase Certicom shares. The panel said that officers of public companies and market participants are expected to adhere to a high standard of behaviour.

Mr. Donald worked for RIM for about 10 years, and was vice-president for "code division multiple access" in 2008, responsible for RIM's relationship with several large telecom companies.

In an e-mailed statement, one of Mr.Donald's lawyers, Kevin Richard, said his client was pleased the most serious of the allegations against him were not upheld and is considering whether to appeal the Commission's other findings against him.

"Mr. Donald is very pleased that the allegations of insider trading against him were dismissed," Mr. Richard said.

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A hearing has been scheduled for Sept. 13, to determine what penalty Mr. Donald will face. The OSC can ban violators from becoming company directors or officers or participating in the capital markets. It can also levy fines.

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About the Author
Toronto City Hall Reporter

Jeff Gray is The Globe and Mail’s Toronto City Hall reporter. He has worked at The Globe since 1998. From 2010 to 2016, he was the law reporter in Report on Business, covering Bay Street law firms and white-collar crime. He won an honourable mention at the National Magazine Awards for investigative journalism in 2010. More

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