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Two men settle with BCSC after admitting to acting contrary to the public interest

  • Date:

    2015-04-30
  • Number:

    2015/38

Vancouver – The British Columbia Securities Commission (BCSC) has settled with Robert Scott Morrice and Donald Gordon Byrne after both men admitted to acting contrary to the public interest when they worked together to avoid B.C. securities laws. In separate settlement agreements with the Executive Director of the BCSC, Morrice and Byrne each admitted that he harmed the reputation and credibility of B.C.’s securities markets.

Morrice, a retired lawyer and resident of Victoria, B.C., incorporated three mining companies in Nevada that had minimal assets, no revenue, and no active mining business.

In his settlement, Morrice admitted that, in order to avoid the application of the Over-the-Counter (OTC) Rule and the filing requirements that came with it, he suggested to Byrne that he find officers and directors for the companies outside of B.C. Morrice also filed disclosure with the SEC saying that the companies’ head offices and directors were in Saskatchewan.

In fact, Morrice acknowledged that the Saskatchewan directors were nominees. They did not perform any executive role for the companies. Their role was limited to signing documents at the request of Morrice, and Morrice continued to administer the companies’ affairs from B.C.

In May 2009, Morrice received some inquiries about the potential sale of one of the shells, and assisted in the sale of its shares to a third party who was represented by a lawyer from New Jersey. Morrice then rendered an account for legal services for approximately $100,000 and was paid from the proceeds of sale.

In his settlement, Byrne, a resident of Lumby, B.C., also admitted that he helped arrange for nominee directors in Saskatchewan as part of a plan developed with Morrice to circumvent the OTC Rule by creating the appearance that the companies were being operated outside of B.C.

For his misconduct, Morrice has agreed to resign from any position he holds as a director or officer of any issuer (with limited exceptions). He is prohibited, for 12 years, from becoming or acting as an officer or a director of any issuer (with limited exceptions), becoming or acting as a registrant or promoter, acting in a management or consultative capacity in connection with the securities market, and engaging in investor relations activities.

For his misconduct, Byrne is prohibited, for a period of four years, from becoming or acting as an officer or a director of any issuer (with limited exceptions), becoming or acting as a registrant or promoter, acting in a management or consultative capacity in connection with the securities market, and engaging in investor relations activities.

The BCSC wishes to acknowledge the assistance of the RCMP IMET team and the Financial and Consumer Affairs Authority of Saskatchewan.

You may view the settlement agreements on our website, www.bcsc.bc.ca, by typing Donald Gordon Byrne, Robert Scott Morrice, or 2015 BCSECCOM 138 or 139 in the search box. You can find information about disciplinary proceedings in the Enforcement section of the BCSC website.

Please visit the Canadian Securities Administrators’ Disciplined Persons List for information relating to persons disciplined by provincial securities regulators, the Investment Industry Regulatory Organization of Canada (IIROC) and the Mutual Fund Dealers Association of Canada (MFDA).

About the British Columbia Securities Commission (www.bcsc.bc.ca)

The British Columbia Securities Commission is the independent provincial government agency responsible for regulating capital markets in British Columbia through the administration of the Securities Act. Our mission is to protect and promote the public interest by fostering:

  • A securities market that is fair and warrants public confidence
  • A dynamic and competitive securities industry that provides investment opportunities and access to capital

 

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