Reprisal: Ontario Securities Act: First Decision

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Case Summary: McPherson v. Global Growth Assets Inc., 2025 ONSC 5226

Court: Ontario Superior Court of Justice
Date: September 12, 2025
Judge: Justice Robert Centa
Case Link: McPherson v. Global Growth Assets Inc., 2025 ONSC 5226 — CanLII

Background

Ian McPherson was hired in 2018 as CEO and Ultimate Designated Person (UDP) of Global Growth Assets Inc. and Global RESP Corporation (“Global”). His mandate was to bring the firms into compliance with Ontario securities law after repeated regulatory sanctions against the companies and their founder, Issam (Sam) Bouji.

McPherson raised concerns that Hanane Bouji (Mr. Bouji’s daughter and an executive) was undermining his authority and permitting Mr. Bouji to influence operations despite Ontario Securities Commission orders which had prohibited his involvement.

Termination

In January 2019, Global’s board removed the daughter from McPherson’s supervision. McPherson warned this contravened securities law and his statutory obligations as UDP. On February 28, 2019, the board terminated his employment “without cause.” Evidence showed that immediately after his departure, Mr. Bouji re-engaged with staff in defiance of OSC sanctions.

The Claims

  • McPherson: Unlawful reprisal under Securities Act (Ontario), s. 121.5, and wrongful dismissal.
  • Global (counterclaim): $53.5M for slander, interference, and negligence related to his reporting to the OSC (most claims struck or abandoned).

Court’s Findings

  • McPherson was credible, supported by contemporaneous documents and consistent testimony.
  • The defendants’ evidence was not credible.
  • McPherson had a reasonable belief of securities law breaches, communicated concerns, and intended to continue doing so.
  • His termination was motivated, at least in part, by his protected activity — a prohibited reprisal under s. 121.5.

Remedy

  • Under s. 121.5(6), the court awarded McPherson two times the remuneration he would have earned between termination and judgment.
  • Total award: $5,379,808.22 plus interest.
  • No duty to mitigate: post-termination earnings were irrelevant.
  • Tax note: The award is statutory compensation for reprisal (not common-law wages in lieu). It is therefore very likely non-taxable in the same way general damages for human rights/reprisal claims are commonly treated.
  • Wrongful dismissal and other damages were dismissed as unnecessary given the statutory remedy.
  • Global’s counterclaim was dismissed.

Interaction with Wrongful Dismissal & Aggravated Damages

McPherson advanced both reprisal and wrongful dismissal claims. The court dismissed the wrongful dismissal claim and declined aggravated/punitive damages. Section 121.5 operates as a complete code: the legislature provided an extraordinary remedy, which allowed for double remuneration and no mitigation offset to compensate and deter. Allowing common-law notice or aggravated damages on top would improperly “stack” remedies.

Significance

  • First interpretation of Ontario’s securities anti-reprisal provision.
  • Employees are protected if they reasonably believe in a breach and raise concerns internally.
  • Employers face significant exposure where protected activity is even one factor in termination.
  • Remedy is powerful and displaces common-law notice: double remuneration, no mitigation.

Key Employer Takeaway

Boards and HR: if an employee raises securities compliance concerns, any disciplinary action risks a statutory reprisal claim with double back pay, no mitigation, and no offset by common-law notice. Protect compliance voices, document reasons for decisions, and ensure termination rationales are independent of protected activity.

Case Link: McPherson v. Global Growth Assets Inc., 2025 ONSC 5226 — CanLII

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