An Ontario court awarded $5.3 million in compensation to a former industry executive, after finding that his firing breached the anti-retaliation provisions of securities law, which were adopted as part of the Ontario Securities Commission’s (OSC) whistleblower program.
In 2019, Ian McPherson was fired from his position as CEO of scholarship plan dealer and fund manager, Global Growth Assets Inc. and Global RESP Corp. The Ontario Superior Court of Justice found that this amounted to a violation of the whistleblower protections under securities law.
According to the decision, McPherson was brought in as CEO and ultimate designated person (UDP) at the firms after a series of compliance and enforcement issues, which also involved Global’s previous CEO, UDP and owner, Issam El-Bouji (a.k.a. Sam Bouji).
“The OSC sanctioned Mr. Bouji and Global several times and, in 2014, permanently suspended Mr. Bouji from acting as UDP and ordered Global to replace him as CEO,” the court noted.
Initially, it tried replacing Bouji with his daughter, Hanane Bouji, but the OSC refused to approve that move. In August 2018, the firm hired McPherson to takeover as CEO and UDP, and charged him with bringing the firm into compliance.
By early 2019, McPherson ran into issues with his task.
According to the court, without consulting McPherson, the firm’s board decided that Hanane Bouji, who was then serving as its chair, would no longer report to McPherson.
“Mr. McPherson was extremely concerned by the board’s decision. He believed that Ms. Bouji was at the company to represent the interests of her father, and that Mr. Bouji might well reinsert himself into the company through his daughter in violation of the commission’s orders,” it said.
McPherson tried to raise his concerns with the independent members of the board, and sought a confidential in camera meeting to discuss those concerns. However, the court said that he never got that meeting. Instead, on Feb. 28, 2019, he was terminated without cause.
After that, Bouji went back to directing the firm’s staff, “in contravention of the commission’s orders,” the court noted.
McPherson then sued the firm and the board, alleging that he was fired for raising concerns about possible regulatory misconduct, in violation of the whistleblower protections in Ontario securities law.
At trial, the board members, including Bouji, testified that McPherson was fired for poor performance, not because he engaged in activity protected by the anti-retaliation provisions.
“I do not believe them,” the court said. “I find that Global breached the [Securities] Act when it terminated Mr. McPherson’s employment.”
Specifically, the court ruled that, “Global’s decision to terminate Mr. McPherson’s employment was a reprisal contrary to the Act because the board made that decision, at least in part, because Mr. McPherson had engaged in activity protected by the Act.”
And, it ruled that he was entitled to the remedy set out in the Securities Act — two times the remuneration that he would have been paid, from the time he was fired in early 2019, and the time of the court’s ruling in September 2025.
“The statute does not place any obligation on Mr. McPherson to mitigate his damages and I see no reason to deduct any of his post-termination earnings from his statutory award for the unlawful reprisal,” the court said. It awarded him $5.38 million in damages, plus prejudgment interest.
The court declined to award McPherson damages for wrongful dismissal, saying that the “statutory award compensates him for the effect of the wrongful termination.”
He also sought $200,000 in aggravated damages and $400,000 in punitive damages, which the court also declined to award.
“In my view, an award of punitive damages is unnecessary in this case,” it said — noting that the defendants’ conduct doesn’t meet the tests for “malicious, oppressive or high-handed” conduct, and also that the whistleblower protections set out the appropriate remedy, which means that, “McPherson is not just to be made whole, he will receive two times the amount of remuneration he would have received from the date of the breach to the date of judgment.”
Finally, the court dismissed a counter-suit brought by the defendants, seeking $53.5 million in damages alleging, “slander, intentional interference with economic interests and gross negligence.”
In an earlier ruling, the court struck down the part of the countersuit alleging that McPherson slandered the board by reporting alleged misconduct to the OSC.
“Justice Ferguson held that the defendants had brought that portion of the counterclaim in bad faith and to circumvent the commission’s ongoing and confidential investigation,” the court said.
The portion of the countersuit alleging gross negligence was allowed to proceed to trial, but the defendants abandoned it after the close of evidence, the court noted, in dismissing that claim.