The board of CNSX Markets Inc. made errors when it ruled that capital markets veteran Jack Marks was unsuitable to be associated with a listed issuer, the Capital Markets Tribunal found, but after reconsidering the question for itself, the tribunal essentially reached the same conclusion — finding that he was unsuitable based on his social media activity.
The tribunal handed down its decision on an application from Marks seeking to overturn the CNSX board’s decision from May 2025, which found that he was unsuitable to be associated with an issuer, New World Solutions Inc.
Following a transaction in September 2024, Marks became a 22.9% shareholder of the issuer and was named chair of its board. However, after reviewing his involvement, the exchange decided that he was unsuitable to be involved with a listed issuer.
Marks appealed to the tribunal, asking the regulatory panel for an order directing the exchange to reconsider its decision.
Now, the tribunal has issued its decision — finding that the board made errors of law, and provided inadequate reasons for its decision to rule out Marks.
For instance, the tribunal noted that the board cited a 1998 settlement between Marks and the U.S. Securities and Exchange Commission (SEC) as a basis for making its decision on suitability, while also endorsing a conclusion that the settlement alone shouldn’t be enough to determine suitability, given that it was more than 25 years ago.
“This contradiction makes us uncertain about the board panel’s reasoning, the tribunal said.
As a result, the tribunal declined to defer to the exchange’s decision, and instead made its own evaluation of Marks’ suitability — which ultimately reached the same conclusion, citing his recent social media activity.
“While we find that the 1998 SEC settlement is an insufficient basis for concluding that Marks is unsuitable, we find that his social media posts raise investor protection concerns and could bring the exchange into disrepute and therefore warrant a finding … that Marks is unsuitable,” the tribunal said.
Among other things, it found that Marks made online posts about the company that were overly promotional and weren’t appropriate for an officer of a company.
Additionally, he made a series of posts criticizing the exchange’s decision that, the tribunal found, “were such that they could bring the exchange into disrepute.”
“Marks conceded that these posts were extreme, unquestionably aggressive and juvenile,” the tribunal said in its decsion. “We would go further and find that these posts were intentionally provocative and abusive in a way that shows Marks to be ungovernable.”
The tribunal said that, “It is never appropriate for a board chair of a listed issuer to publish posts that are blatantly and profanely abusive of the company’s regulator.”
It also rejected his argument that the posts amounted to legitimate criticism of the regulator.
“We do not see reasoned criticism in these posts but instead see abuse and harassment,” it said.
Ultimately, while the tribunal agreed that the exchange’s decision was inadequate, it reached the same conclusion about suitability.