Former director settles with OSC over trading misconduct allegations

A corporate director has agreed to sanctions after admitting to violating securities rules by twice selling shares in the company where he served as a director ahead of a planned offering.

The Ontario Securities Commission (OSC) approved a settlement with Martin Bernholtz, a former director with Titan Medical Inc., which will see him make a $225,000 voluntary payment after he admitted to violating the public interest. Bernholtz will also pay $75,000 in costs, and accept a seven-year ban on serving as a director and a three-year trading ban.

According to the settlement, in 2016 Bernholtz twice sold shares of Titan ahead of planned public offerings by the firm.

“Had Mr. Bernholtz not sold the shares in advance of the announcements, those shares would have been worth, in total, approximately $133,000 less in the days following the two announcements,” the OSC hearing panel noted in its reasons.

It also found that the trading violated the firm’s insider trading policy.

According to the settlement, Bernholtz “sold the Titan shares to permit him to buy into the offerings to show support for Titan but did not sufficiently consider the risks of selling in the circumstances.”

The settlement noted that he acknowledged he should have complied with the company’s insider trading policy. He accepted that “the more prudent course of conduct would have been to not trade Titan securities in advance of the [offerings],” it said.

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