The Ontario Securities Commission has ruled that several top Sino-Forest executives perpetuated “one of the largest corporate frauds in Canadian history,” and ordered them to pay more than $80 million in penalties, costs, disgorged profits and salaries.
The OSC said the actions of Sino-Forest founder and former CEO Allen Chan and four other executives was “duplicitous” and directly resulted in the collapse of the once high-flying Chinese forestry company.
“With deliberate planning and foresight, the respondents constructed an elaborate and complex organizational structure that misled investors and resulted in the cumulative loss of $6 billion in equity market capitalization,” the OSC said in a ruling issued Wednesday.
The OSC ordered Chan, Albert Ip, Alfred Hung, George Ho and Simon Yeung to pay more than $11 million in penalties, $64 million in profit and salary disgorgement and more than $5 million in administrative costs.
Chan – who was paid more than $22 million in salary and bonus between 2007 and 2010 – was ordered to disgorge $60 million in compensation and profits.
It is the first time the OSC has ordered compensation disgorgement for officers of a reporting issuer as a result of misconduct. However, there is no guarantee the OSC will be able to collect any of that money.
“In addition to the challenges inherent in collecting sanctions generally, there is added difficulty in matters where Respondents are outside of North America, and there is uncertainty as to whether there are recoverable assets,” said Kristen Rose, the OSC’s manager of public affairs, in an email to BNN Bloomberg.
In March, a Canadian court awarded investors US$2.63 billion in a civil case against Chan. Any attempt by the OSC to collect on its penalties will be “with a view to not interfering with harmed investors seeking to recoup their losses,” Rose said.
Sino-Forest collapsed in 2011 after short seller Muddy Waters LLC published a report alleging the company was little more than a Ponzi scheme.
Between 2007 and 2010, the company traded on the Toronto Stock Exchange, raising billions in debt and equity from well-known investors such as U.S. hedge fund manager John Paulson.
The OSC described Sino-Forest as a complex web of related and controlled companies which boiled down to “an elaborate scheme to defraud investors, and that Mr. Chan, Mr. Ip, Mr. Ho and Mr. Hung knew their conduct was deceitful and dishonest.”
The group deliberately hid information about the company from Sino-Forest’s board, auditors and investors, the OSC said.
The commission’s hearing lasted 188 days, and involved more than 2,000 exhibits and 22 witnesses on two continents.
During the hearing the Sino-Forest executives argued the penalties should be lowered because of their lack of knowledge of Ontario Securities law – an argument the OSC rejected. “The respondents simply had to tell the truth – and they did not,” the OSC said in the ruling.
Chan and the four other Sino-Forest executives are also permanently banned from holding or trading in securities. They are also prohibited from holding senior positions in companies registered with the OSC.
In 2014 former Sino-Forest CFO David Horsley settled with the OSC and agreed to pay $700,000 and was permanently barred from being a director or officer of a public company.
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