Douglas M. Worndl

Douglas M. Worndl

Partner
Location:
Toronto, Ontario, Canada
Phone:
416-363-1867(ext. 312)
Fax:
416-363-0263
Email:

Doug Worndl is Senior Counsel in Rochon Genova's Class Actions, Corporate/Commercial and Aviation Litigation groups.

Doug is a graduate of the University of Toronto (BA specializing in economics and history, 1984); the University of Toronto Faculty of Law (LL.B., 1987), and Osgoode Hall Law School (LL.M., Securities Law, 2008). Doug was called to the Bar in Ontario in 1989.

Before joining Rochon Genova, Doug practiced for 7 years as a partner at prominent Toronto class action firm and for more than 19 years (+15 years as a partner) at one of Canada's largest law firms, where his practice focused on corporate/commercial, product liability, aviation and securities litigation.

Since January 2011, Doug's practice has focused on investor recovery by way of securities class actions. His clients have included individual and institutional investors who have suffered losses as a result of breaches of duty by capital markets participants. He has been involved in virtually all aspects of the prosecution of securities class actions as is reflected in many reported decisions where he has appeared as counsel. Notable securities class actions where Doug has appeared for shareholders include actions against issuers Baffinland Iron Mines Corporation, Zungui Haixi Corp., SNC-Lavalin Group Inc., Donnybrook Energy Inc., Canadian Solar Inc., and Home Capital Group Inc.

Doug has appeared before all levels of court in Ontario, the Court of Queen's Bench of Alberta, the Supreme Court of British Columbia, the Supreme Court of Canada, and on a number of private commercial arbitrations.

Doug was also Counsel and Director of Research to the Federal Commission of Inquiry into the Air Ontario Crash at Dryden, Ontario (1989-1991) which served as catalyst to substantial improvements in aviation safety in Canada.

Doug works extensively with experts in the areas of accounting, auditing, underwriting and corporate finance, corporate governance, economics, and in the mining, petroleum, and financial services industries.

He is a frequent writer, speaker and lecturer on securities law and policy, particularly in the areas of enforcement, investor protection, investor recovery, and statutory civil liability.

Doug is an Adjunct Professor at the University of Toronto Faculty of Law teaching the following new course for 2018/2019: "Securities Litigation: The Public and Private Enforcement of Securities Law (LAW231H1F)". He has also has been a frequent guest lecturer at Osgoode Hall Law School on topics related to securities litigation, securities enforcement, investor protection and corporate governance.

Doug has appeared before the Ontario Securities Commission to make submissions regarding the OSC's "no-contest settlement" initiative and has co-authored a number of comments in response to OSC requests for comment on specific policy initiatives.

He has also been a contributor to the Globe and Mail Report on Business on securities enforcement issues.

Representative Cases

  • Securities Class Actions

  • The Trustees of the Drywall Acoustic Lathing and Insulation Local 675 Pension Fund v. SNC-Lavalin Group Inc. - Largest secondary market securities class action settlement in Canada (CAD$110 million) - Case arose out of one of most significant corporate corruption scandals in Canadian business history. Appearances included: 2018 ONSC 6447 (motion for approval of settlement and counsel fees); 2017 ONSC 2188 (omnibus motion addressing numerous issues including pleading amendments, and constitutional protection of criminally accused defendants); 2016 ONSC 5784 ("meta motion" considering the appropriateness of summary judgment to determine select liability issues in shareholder class action pursuant to OSA Part XXIII.1); 2015 ONCA 718 (Ontario Court of Appeal's consideration of pleading issues and the leave test under Part XXIII.1); 2015 ONSC 256 (amendment of pleadings); 2014 ONSC 660 (pleading amendments and relationship to the leave motion procedure under OSA Part XXIII.1)
  • McDonald v. Home Capital Group - Concluded securities class action relating to near collapse of Canada's largest sub-prime mortgage lender following revelation of financial disclosure misrepresentation regarding underwriting practices. Appearances included: 2017 ONSC 5004 (order certifying class action and approving CAD$29.5 million settlement); 2017 ONSC 5195 (motion for approval of class counsel fees)
  • Zaniewicz v. Zungui Haixi Corporation - Concluded shareholder class action involving allegations of misrepresentation in financial statements and auditor and underwriter negligence in connection with an initial public offering of securities by an Ontario public company whose operating subsidiaries were in China. Appearances included:: 2013 ONSC 5490 (approval of settlement in the amount of $10.85 million); 2012 ONSC 6061 (motion for leave to proceed against individual defendants pursuant to OSA Part XXIII.1); 2012 ONSC 4904 (motion for substituted service of individual officer/director defendants resident in China); 2012 ONSC 4842 (motion for appointment of receiver for purposes of defending proposed class action)
  • Wayne Philpott v. Donnybrook Energy Inc. et al. - Concluded shareholder class action involving plan of arrangement with spin-off of oil and gas assets, and dilutive private placement. Certified common issues of statutory oppression, circular misrepresentation pursuant to Alberta Securities Act, negligent misrepresentation, negligence simpliciter, unjust enrichment. Unreported Court of Queen's Bench of Alberta File Number 1301-10050 (October 9, 2015 order approving settlement of $5.5 million; January 22, 2015 order certifying class action)
  • Rooney v. ArcelorMittal SA - Ongoing shareholder action arising out of a take-over of Baffinland Iron Mines Corporation which owns one of the world's largest and richest undeveloped iron ore deposits. Pleaded allegations include OSA Part XXIII take-over bid misrepresentation, oppression, unjust enrichment. Appearances included: 2016 ONCA 630 (successful appeal re: scope of investor remedies (rescission vs. damages) under take-over bid civil liability provisions of OSA Part XXIII; leading appellate authority on modern approach to statutory interpretation as applied to OSA); 2015 ONSC 3457 (successful defeat of motion to dismiss action)
  • Abdulla v. Canadian Solar - Ongoing shareholder class action arising out of financial statement restatement of Canadian corporation listed on NASDAQ. Certified global class action of OSA Part XXIII.1 misrepresentation and statutory oppression. Numerous procedural motions and appeals considering issues of first impression. Appearances included: (2012) 110 OR (3d) 256 (CA), 2012 ONCA 211, leave to appeal to SCC denied (leading appellate authority regarding the meaning of "responsible issuer" and jurisdictional reach of OSA Part XXIII.1); 2015 ONSC 53 (successful motion for certification of securities class action including certified global class, and certification of common issues of Part XXIII.1 misrepresentation, negligent misrepresentation and CBCA oppression); 2014 ONSC 5167 (successful motion for leave to proceed under OSA Part XXIII.1, s.138.8; leading authority on meaning of "core documents" under OSA); 2015 ONSC 4322 (denial of defendants' motion for leave to appeal decisions granting certification and leave to proceed pursuant to the OSA); 2013 ONSC 5035 (motion regarding scope of permitted examination in aid of leave and certification motions); 2013 ONSC 5993 (motion re leave to appeal order regarding scope of permitted cross-examination in aid of a leave and certification motion)
  • 1654776 Ontario Limited v. Stewart - Application for third party disclosure in aid of shareholder action arising out of failed going private transaction of large cap public issuer telecommunications company. Appearances included: (2013) 114 OR (3d) 745 (CA) (leading appellate authority regarding Norwich Pharmacal relief - Court of Appeal affirmed that actions brought pursuant to the civil liability provisions of OSA Part XXIII.1 are in the public interest of promoting compliance with the continuous disclosure regime of Ontario securities law); 2012 ONSC 1991 (application for Norwich Pharmacal relief against national newspaper to reveal confidential sources of inside information about status of major M&A transaction which, when reported, resulted in material stock price movement of large cap issuer)

Reported Commercial and Aviation Cases

  • Celanese Canada Inc. v. Murray Demolition Corp. -- Successful co-counsel on leading SCC authority on Anton Pillar relief, solicitor-client privilege, and removal of counsel where breach of privilege. Decision has been cited as precedent in over 195 cases. Appearances: [2006] 2 SCR 189, 269 DLR (4th) 193; 73 O.R. (3d) 64 (OCA) (appeal of Ontario Divisional Court decision); 69 O.R. (3d) 632 (Div Court) (appeal of Superior Court decision); 2007 CanLII 5685 (Superior Court consideration of issues following on SCC decision re: counsel removal)
  • Air Nova v. Messier-Dowty Ltd. [2000] O.J. No. 39 (Ont.C.A). On behalf of UK aircraft landing gear manufacturer and its insurer at Lloyds, successful summary judgment motion and appeal dismissing airline subrogated action arising out of airliner accident upon collapse of landing gear
  • R. v. Deutche Lufthansa A.G. (1994) 25 Imm.L.R. (2d) 85; O.J. No. 1618 (Ont.C.A.); [1993] OJ No. 2908 (Ont.Gen.Div)); and R. v. KLM Royal Dutch Airlines (1993) 22 Imm.L.R. (2d) 63; [1993] O.J. No. 2908 (Ont.Gen.Div.) Successful defense of international airlines in test case prosecutions of alleged violations of the Immigration Act - acquittals achieved for both airlines (trial and appeal decisions cited)
  • 2056668 Ontario Inc. v. Fernbrook Homes, [2007] OJ No 2755 (Ont SCJ); 58 RPR (4th) 96 - successful application for declaratory relief regarding interpretation of "right of first refusal" provision in real estate development agreement
  • Chan v. Dynasty Executive Suites Ltd., [2006] OJ 2877 (Ont SCJ) - successful motion for removal of counsel for breach of solicitor client privilege; [2006] 152 ACWS (3d) 33 - costs award on counsel removal, and security for costs (case judicially considered 26 times)
  • RV & S Ltd v. Aiolos Inc., [2004] OJ 1358 (Ont SCJ Commercial List) - resisting interim relief from oppression - client was defendant engineering firm and directors and officers in shareholder dispute
  • Skylink Express v. All Canada Express [2001] OJ 4939 (Ont SCJ) - successfully defended motion to stay Ontario action on basis of foreign non conveniens; 17 CPC (5th) 380 - substantial cost award - subrogated action by insurer of one air carrier against another air carrier for damages arising out of a ground collision of aircraft at Mirabel Airport in Quebec
  • Tate Andale v. Di Clemente (2001) 108 ACWS (3d) 50 - scope of discovery, privilege and waiver; (1995) 36 CPC 351 (Gen Div) - commencement of third and fourth party proceedings - action based on breach of representations and warranties in sale of manufacturer by way of share purchase agreement
  • Air Canada v. Kleber-Colombes, [1997] OJ No 3297 (Gen Div) - scope of examination of representative of client aircraft manufacturer which was resident of California - case involved defense of US jet airliner manufacturer (McDonnell Douglas) in 3 related multi-party subrogation actions arising out of crash of jet airliner in Toronto.
  • Bailey & Co. Inc. v. Laser Medical Technology, Inc. (1993) 15 O.R. (3d) 212 (Gen Div) - on behalf of California laser products manufacturer, successful motion to set aside service ex juris on basis that California was preferable jurisdiction to litigate a dispute arising out of international public offering of securities by issuer client
  • Reddy v. Oshawa Flying Club [1992] OJ 1337 (Gen Div), 11 CPC (3d) 154 - successful motion to dismiss on the basis of res judicata and issue estoppel - case arises out of crash of private aircraft into house and ability of FLA dependants to commence new action outside limitation period when initial action by injured pilot already fully and finally settled (case judicially considered 95 times)

Federal Commission of Inquiry

  • Commission of Inquiry into the Air Ontario Crash at Dryden Ontario, Final Report (1992) (Commissioner, the Honourable Virgil P. Moshansky) Was Counsel and Director of Research to this Judicial Inquiry formed by the Government of Canada as an independent investigation into the contributing factors and causes of the March 10, 1989 Air Ontario crash of a Fokker F-28 in which 24 individuals perished. This was a two and one half year engagement involving more than 160 hearing days, and multi-volume report to Parliament which served as catalyst to substantial improvements in aviation safety in Canada and internationally.

Securities Public Policy Comment Letters

Media References

  • Appearance - Business News Network Headline Panel Discussion, Topic: "Investor Class Action Lawsuits", (Toronto: March 14, 2012)
  • Quoted in: "No contest OSC settlements are ‘bad public policy,' Douglas Worndl and Dimitri Lascaris say", Financial Post, Barbara Shecter (December 13, 2011)
  • Quoted in: "Is OSC backing down on no-contest settlements?", Law Times, Michael McKiernan (October 1, 2012)
  • Quoted in: "No-contest settlements would free resources for costly market misconduct cases: OSC director", Financial Post, Barbara Shecter (June 17, 2013)
  • Quoted in: "OSC bans Zungui Haixi founders from capital markets", Financial Post, Peter Koven (August 29, 2012)
  • Quoted in: "Many said Bill 198 would unleash investor suits. What gives?", Financial Post, Julius Melnitzer (November 15, 2006) p. FP17

Areas of Practice

  • Securities Class Actions
  • Complex Commercial Litigation
  • Aviation Litigation

Litigation Percentage

  • 100% of Practice Devoted to Litigation

Bar Admissions

  • Ontario, 1989

Education

  • University of Toronto, Faculty of Law, Toronto, Ontario, Canada
    • LL.B., Bachelor of Law - 1987
  • Osgoode Hall Law School, Toronto, Ontario, Canada
    • LL.M. - 2008
    • Major: Securities Law
  • University of Toronto, Faculty of Arts and Science, Toronto, Ontario, Canada
    • B.A., Bachelor of Arts - 1984
    • Honours: With Distinction
    • Major: Economics
    • Major: History

Representative Clients

  • Aviation Insurers (London, New York, Toronto)
  • Institutional and Individual Investors

Speaking Engagements

  • University of Toronto Faculty of Law, Adjunct Professor: "Securities Litigation: The Public and Private Enforcement of Securities Law (LAW231H1F)" (Toronto: 2018/2019)
  • Osgoode Hall Law School JD Seminar on Litigation and Regulatory Risk, Topic: "Corporate Accountability: the Role of Private Litigation in the Enforcement of Securities Laws – Shareholder Class Actions" (Toronto, January 2018)
  • Guest Lecturer – Osgoode Hall Law School JD Investor Protection Clinic, Topic: "Securities Class Actions" (Toronto: October 23, 2017)
  • Guest Lecturer – Osgoode Hall Law School LL.M. Program in Business Law, Topic: "Corporate Governance: The Role of Private Litigation in the Enforcement of Securities Laws — Shareholder Class Actions and Other Remedial Tools" (Toronto: November 7, 2017, November 24, 2016, April 13, 2016, April 21, 2015, April 2, 2014, February 27, 2013, November 8, 2012, April 1, 2011, February 25, 2011)
  • Osgoode Hall Law School JD Seminar on Litigation and Regulatory Risk, Topic: "Securities Class Actions – Settlement Strategies" (Toronto, February 2016)
  • Panelist/Participant – Cambridge Senior Counsel Forum on Securities Litigation, Panel Topic: "Auditors’ Liability" (Westchester New York: September 25-27, 2016)
  • Panelist – FAIR Canada / Osgoode Hall Law School Symposium – Public & Private Enforcement: Improving Recovery for Harmed Investors, Panel Topic: Jurisdictional Issues Involving Foreign Investors, Foreign Exchanges and Foreign Public Companies (Toronto: October 26, 2015)
  • Appeared before Ontario Securities Commission Enforcement Policy Hearing on No-Contest Settlements and other Enforcement Initiatives (Toronto: June 17, 2013)
  • Speaker – Insight Securities Litigation, Topic: Recent Developments in Securities Litigation: No Contest Settlements (Toronto: September 27, 2012)
  • Panelist – Professional Liability Underwriting Society ("PLUS") professional development seminar – "Bill 198 and Other Recent Canadian D&O Claim Developments." (Toronto: June 8, 2012)
  • Speaker – Canadian Institute’s Class Actions Litigation Bootcamp, Topic: "Hallmarks of a Viable Class Action" (Toronto: April 18, 2012)
  • Conference Planning Committee Member and Panel Moderator – American Bar Association Forum on Air & Space Law Annual Meeting and Conference – Panel: Developments in International Aviation (featuring leading aviation litigators from Canada, the USA and Europe. topics included, among other things, "The class action and its use in the litigation of air disaster claims"; and "Criminal proceedings arising out of air disasters" (Montreal: September 22-23, 2011)
  • Presenter/Panelist – Advocates’ Society Civil Litigation Skills Certificate Program – "Working with Experts: Practical Tips and Techniques for Winning Cases" – Panel Topic: Preparing, Qualifying and Leading your Expert" (Toronto: May 18, 2011)
  • Speaker – 8th Annual Strategy Institute Market Access Summit: "Understanding the Judicial and Practical Implications of PMPRB (Patented Medicine Prices Review Board) Developments and What it Means to the Industry," (Toronto: November 4, 2009)
  • Presenter – Lifetime Achievement Award at ZSA Western Canada Corporate Counsel Awards, (Calgary Alberta: October 27, 2009)
  • Speaker – OBA Continuous Disclosure Update – "Compliance with the New Secondary Market Civil Liability Regime: the Role of the Legal Advisor," (Toronto: January 23, 2007)
  • Speaker – Law Society of Upper Canada 12 Minute Securities Lawyer, Presented Case Comment: "Kerr v. Danier Leather – No duty to disclose new material facts in period from prospectus receipt to closing", (Toronto: May 31, 2006)
  • Speaker – 3rd Annual LexisNexis Commercial Litigation Commercial Litigation Conference: Litigating Shareholder Disputes, Presented: Bill 198 and the New World of Directors’ and Officers’ Liability and Shareholder Class Actions, (Toronto: February 10, 2006)
  • Presenter: Punitive Damages in Canadian Products Liability Claims: Will Whiten v Pilot Insurance Make a Difference, Presented at Federated Press Products Liability Conference (Toronto: May 16, 2002)

Professional Associations and Memberships

  • Law Society of Ontario (Formerly known as Law Society of Upper Canada), Member
  • Canadian Bar Association, Member
  • Advocates' Society, Member
  • American Bar Association, Member
  • Aviation Insurance Association, Member
  • American Association for Justice, Member

Past Employment Positions

  • Commission of Inquiry into Air Ontario Crash at Dryden Ontario ("Moshansky Commission"), Director of Research and Counsel, 1989 - 1991
  • Borden Ladner Gervais LLP (and predecessor firm Borden & Elliot), Partner, 1991 - 2010
  • Siskinds LLP, Partner, 2011 - 2017

Pro Bono Activities

  • Teaching: University of Toronto Faculty of Law; Osgoode Hall Law School
  • Various student, young lawyer mentoring activities