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Constitution (Non-Charter) - Prescriptive Legislative Jurisdiction. Sharp v. Autorité des marchés financiers
In Sharp v. Autorité des marchés financiers (SCC, 2023) the Supreme Court of Canada considered a province's administrative extra-provincial jurisdiction issue (aka 'prescriptive legislative jurisdiction'), here being the application of a Quebec securities tribunal (FMAT) to four BC residents "who are alleged to have contravened the Quebec Securities Act". Here the courts have applied the 'real and substantial connection' standard - from the Van Breda PRIL venue doctrine (which determines which geographical jurisdiction hears a multi-geographical case) - to which extra-geographical parties a local tribunal has jurisdiction over (this was done in the case of Unifund):I. Overview
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[3] The appellants challenged the FMAT’s jurisdiction over them as out-of-province defendants. However, the FMAT ruled that it has jurisdiction over the out-of-province appellants under s. 93 of the Act respecting the Autorité des marchés financiers, CQLR, c. A‑33.2,[1] which grants the FMAT jurisdiction to make determinations under the Securities Act. The FMAT interpreted and applied this jurisdictional provision in light of this Court’s decision in Unifund Assurance Co. v. Insurance Corp. of British Columbia, 2003 SCC 40, [2003] 2 S.C.R. 63, which held that a provincial regulatory scheme constitutionally applies to an out-of-province defendant when there is a “real and substantial connection”, also described as a “sufficient connection”, between the province and the defendant (Unifund, at paras. 55‑56). The FMAT highlighted several factors that, in its view, created such a connection between Quebec and the appellants’ alleged contraventions.
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[5] For the reasons that follow, we conclude that the FMAT has jurisdiction over the appellants under the Securities Act and the Act respecting the Autorité des marchés financiers.
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[9] Even so, we conclude that the FMAT has jurisdiction over the appellants under Quebec securities legislation. The Act respecting the Autorité des marchés financiers provides the FMAT with jurisdiction to make determinations under the Securities Act, including when there is a “real and substantial connection” between Quebec and out-of-province defendants. In our view, the allegations that the appellants used Quebec as the “face” of their securities manipulation and injured Quebec investors establish such a connection to give the FMAT jurisdiction over the appellants.
[10] Put another way, the Quebec securities legislation constitutionally applies to the appellants. The Quebec legislature has exercised its prescriptive legislative jurisdiction — its power to enact binding rules applicable to out-of-province parties with a real and substantial connection to Quebec. Those rules are engaged in the circumstances of this case. As a result, the FMAT also has adjudicatory jurisdiction, or the authority to hear this matter involving the appellants.
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E. The Territorial Reach of Provincial Legislation Is Interpreted in Accordance With This Court’s Decision in Unifund
(1) This Court’s Decision in Unifund
[103] In Unifund, this Court addressed when a provincial regulatory scheme applies to an out-of-province defendant. The specific issue in Unifund was whether a reimbursement provision of Ontario’s Insurance Act, R.S.O. 1990, c. I.8, applied to an out-of-province insurer. An Ontario insurer had paid statutory no-fault benefits to its clients when they were injured in a car accident in British Columbia. The Ontario insurer then claimed reimbursement of these amounts from the B.C.-based insurer of the driver who had caused the accident. The Ontario insurer invoked s. 275 of the Ontario Insurance Act, which imposed an indemnification obligation on the responsible insurer in certain cases. However, Binnie J. ruled that s. 275 of the Insurance Act did not apply in the circumstances.
[104] Binnie J. considered whether the connection between Ontario and matters occurring outside the province was sufficient to support the constitutional application of Ontario’s regulatory regime to the out-of-province insurer (para. 22). He observed that “a province has no legislative competence to legislate extraterritorially” (para. 50). This territorial restriction is “fundamental to our system of federalism” (para. 51), and flows both from the opening words of s. 92 of the Constitution Act, 1867, which limits the territorial reach of each provincial legislature to enacting legislation “[i]n each Province”, and from s. 92(13), which gives a provincial legislature legislative authority to make laws in relation to property and civil rights only “in the Province” (para. 51 (emphasis in original)). However, Binnie J. accepted that a provincial legislative scheme can constitutionally apply to an out-of-province defendant without offending the restriction on extraterritorial legislation, provided that there is a “real and substantial connection” or “sufficient connection” — terms he used interchangeably — between the legislative scheme and the out-of-province defendant. He formulated the following test for when provincial legislation applies to an out-of-province individual or entity:Consideration of constitutional applicability can conveniently be organized around the following propositions:
1. The territorial limits on the scope of provincial legislative authority prevent the application of the law of a province to matters not sufficiently connected to it;
2. What constitutes a “sufficient” connection depends on the relationship among the enacting jurisdiction, the subject matter of the legislation and the individual or entity sought to be regulated by it;
3. The applicability of an otherwise competent provincial legislation to out-of-province defendants is conditioned by the requirements of order and fairness that underlie our federal arrangements;
4. The principles of order and fairness, being purposive, are applied flexibly according to the subject matter of the legislation. [Emphasis in original; para. 56.] [105] Over the last two decades, courts have regularly applied the Unifund test when determining whether a provincial regulatory scheme constitutionally applies to out-of-province defendants.
[106] In Ontario College of Pharmacists v. 1724665 Ontario Inc., 2013 ONCA 381, 363 D.L.R. (4th) 724, the Ontario Court of Appeal applied the Unifund test and held that the College of Pharmacists had jurisdiction over out-of-province parties who allegedly breached statutory provisions regulating the sale of prescription drugs in Ontario (paras. 74-75).
[107] In the securities context, the Saskatchewan Court of Appeal in Berger v. Saskatchewan (Financial and Consumer Affairs Authority), 2019 SKCA 89, ruled that the Financial and Consumer Affairs Authority of Saskatchewan should have applied the Unifund test to determine whether The Securities Act, 1988, S.S. 1988-89, c. S‑42.2, applied to a resident of Costa Rica (paras. 64-66 (CanLII)). The court held that “a province cannot use its legislative authority to empower an administrative tribunal to apply laws extraprovincially”, and it noted that “the question will always be whether the connection between the matter before a tribunal and the province in question is sufficient to give the tribunal jurisdiction” (para. 60).
[108] Similarly, the British Columbia Court of Appeal has applied the Unifund test to determine whether that province’s Securities Commission had jurisdiction over out-of-province defendants who allegedly breached the Securities Act, R.S.B.C. 1996, c. 418 (McCabe, at para. 34; see also Torudag v. British Columbia (Securities Commission), 2011 BCCA 458, 343 D.L.R. (4th) 743, at paras. 16-29).
[109] This Court has also applied the “sufficient connection” test when determining whether federal regulatory legislation applies to matters involving international elements. In Society of Composers, Authors and Music Publishers of Canada v. Canadian Assn. of Internet Providers, 2004 SCC 45, [2004] 2 S.C.R. 427, the Court cited Unifund and ruled that the applicability of the Copyright Act, R.S.C. 1985, c. C-42, to communications with international participants depends on whether there is a “sufficient connection between this country and the communication in question for Canada to apply its law” (para. 57).
[110] As a result, the “real and substantial connection” test in Unifund is now the “accepted test for discerning the presumptively intended reach of federal legislation as well as the constitutionally permissible application of provincial legislation” (R. Sullivan, The Construction of Statutes (7th ed. 2022), at p. 806).
[111] Four aspects of the Unifund test warrant particular emphasis.
(a) The Unifund Test Concerns Constitutional Applicability, Not Constitutional Validity
[112] First, the Unifund “sufficient connection” test is not concerned with the constitutional validity of legislation but with its constitutional applicability. Unifund does not address the situation in which the constitutional validity of provincial legislation is challenged because the legislation violates the territorial limitations on provincial legislative competence — that is, when the law is said to be ultra vires or to fall outside the jurisdiction of the enacting provincial legislature (British Columbia v. Imperial Tobacco Canada Ltd., 2005 SCC 49, [2005] 2 S.C.R. 473; J. Blom, “Constitutionalizing Canadian private international law — 25 years since Morguard” (2017), 13 J. Priv. Int’l L. 259, at p. 288; J. Walker, Canadian Conflict of Laws (7th ed. (loose-leaf)), at § 1.02). There was no constitutional challenge to the validity of the Ontario Insurance Act in Unifund, nor is there any such challenge to the Quebec securities scheme in this case. Rather, the issue is whether the relevant provincial legislation is constitutionally applicable to the out-of-province defendants (Unifund, at paras. 55-56). As Professors Elizabeth Edinger and Vaughan Black have explained, the question of constitutional applicability “usually concerns interjurisdictional immunity, but may entail questions about the territorial reach of provincial legislation in particular applications” (“A New Approach to Extraterritoriality: Unifund Assurance Co. v. I.C.B.C.” (2004), 40 Can. Bus. L.J. 161, at p. 173; see also p. 177).
(b) The Unifund Test Functions as a Principle of Statutory Interpretation
[113] Second, like the doctrine of interjurisdictional immunity in constitutional law, the Unifund test functions as a principle of statutory interpretation. As noted by Professors Peter W. Hogg and Wade K. Wright, under the doctrine of interjurisdictional immunity, a broadly framed provincial or federal law that is valid in most of its applications “should be interpreted so as not to apply to the matter that is outside the jurisdiction of the enacting body” (Constitutional Law of Canada (5th ed. Supp.), at § 15:16 (emphasis added)). The enacting legislative body “is presumed to have meant to enact provisions which do not transgress the limits of its constitutional powers; general language which appears to transgress the limits must therefore be ‘read down’ so that it is confined within the limits” (§ 15:15; see also H. Brun, G. Tremblay and E. Brouillet, Droit constitutionnel (6th ed. 2014), at para. VI-2.56). “Reading down is simply a canon of construction (or interpretation)” (Hogg and Wright, at § 15:15).
[114] Similarly, the Unifund “sufficient connection” test limits, or reads down, the territorial reach of otherwise broadly framed provincial legislation, consistent with the territorial restrictions on provincial legislative power in ss. 91 and 92 of the Constitution Act, 1867. It does so by insisting on a “sufficient connection” between the legislation and the out-of-province defendant (Sullivan, at pp. 821-23). As Professor Joost Blom has explained, the Unifund test “functions as a kind of unilateral, negative choice of law principle, because it defines the permissible territorial ambit of the provincial rule” ((2017), at p. 288; see also J. Blom, “Regulation of Contracts in Canadian Private International Law” (2014), 31 Ariz. J. Int’l & Comp. L. 21, at p. 31; Edinger and Black, at pp. 181-82; N. Hume, “Four Flaws: Reflections on the Canadian Approach to Private International Law” (2006), 44 Can. Y.B. Int’l L. 161, at p. 234). In short, the Unifund test allows a statute to be interpreted to apply to an out-of-province defendant in certain circumstances without having an extraterritorial effect.
(c) The Unifund Test Relates to Prescriptive Legislative Jurisdiction
[115] Third, the Unifund “sufficient connection” test relates to prescriptive legislative jurisdiction, rather than adjudicatory jurisdiction, although the latter may flow from the former. Prescriptive legislative jurisdiction is “the power to make rules, issue commands or grant authorizations that are binding upon persons and entities” (R. v. Hape, 2007 SCC 26, [2007] 2 S.C.R. 292, at para. 58; see also Edinger and Black, at pp. 165-66; British Columbia v. Imperial Tobacco Canada Ltd., 2004 BCCA 269, 239 D.L.R. (4th) 412, at para. 23, aff’d 2005 SCC 49, [2005] 2 S.C.R. 473; and B. Kain and B. Shaw, “Mapping the Serbonian Bog: The Territorial Limits of Secondary Market Securities Act Claims Under the Canadian Constitution — Part 1” (2012), 53 Can. Bus. L.J. 63, at pp. 74-75). Adjudicatory jurisdiction, also known as judicial jurisdiction, is the power of a court or tribunal to “resolve disputes or interpret the law through decisions that carry binding force” (Hape, at para. 58), and includes the power to take jurisdiction over a matter that may have extraterritorial connections (Hape, at para. 59; Imperial Tobacco (BCCA), at para. 23; Edinger and Black, at p. 165).
[116] In Unifund, Binnie J. distinguished between prescriptive legislative jurisdiction and adjudicatory jurisdiction, both of which are governed by different versions of the “real and substantial connection” test. As Binnie J. noted, “a ‘real and substantial connection’ sufficient to permit the court of a province to take jurisdiction over a dispute may not be sufficient for the law of a province to regulate the outcome” (para. 58). He later added that “[a] relationship that is inadequate to support the application of regulatory legislation may nevertheless provide a sufficient ‘real and substantial connection’ to permit the courts of the forum to take jurisdiction over a dispute. This happens regularly. The courts, having taken jurisdiction, then apply the law of the other province applying rules of conflict resolution governing choice of law issues” (para. 80). In Unifund, Binnie J. concluded that the reimbursement obligation in s. 275 of the Ontario Insurance Act did not apply to the B.C.-based insurer (prescriptive legislative jurisdiction), and thus the Ontario courts also had no jurisdiction to appoint an arbitrator under the Ontario Insurance Act (adjudicatory or judicial jurisdiction) (para. 44).
(d) The Unifund Test Is Part of a Family of “Real and Substantial Connection” Tests
[117] Fourth, the test in Unifund is distinct from the “real and substantial connection” tests that this Court has developed elsewhere in the domain of conflicts of laws. The courts below and the parties before this Court disagree about which version of the real and substantial connection test applies in this case. The Quebec Superior Court determined that the FMAT had correctly applied the real and substantial connection test in Van Breda, but the court also looked to Unifund for what might constitute a “sufficient connection” (para. 39). The appellants argue that the C.C.Q. supplies the rules for the international jurisdiction of Quebec authorities, but note that if the “real and substantial connection” test applies, then this Court’s formulation of that test in Van Breda should apply. The respondent argues that the “real and substantial connection” test in Unifund applies.
[118] The “real and substantial connection” test has been described both as a single test that applies in a variety of different contexts (Van Breda, at paras. 23-31), and as a collection of different tests with a common family resemblance (J. Blom and E. Edinger, “The Chimera of the Real and Substantial Connection Test” (2005), 38 U.B.C. L. Rev. 373, at pp. 373-74). Although both views have merit, we refer to the “real and substantial connection” test as a family of tests to emphasize that the same formula of words — that is, “real and substantial connection” — involves different considerations in each of the varying contexts in which the formula is employed.
[119] For example, in Morguard Investments Ltd. v. De Savoye, 1990 CanLII 29 (SCC), [1990] 3 S.C.R. 1077, this Court ruled that a court in one province should recognize and enforce a judgment of the court of another province if there is a “real and substantial connection” between that other court and the subject matter of the litigation (pp. 1107-8). In Beals v. Saldanha, 2003 SCC 72, [2003] 3 S.C.R. 416, the Court extended the principles in Morguard to foreign judgments and ruled that Canadian courts should recognize and enforce a judgment of a court outside Canada when there is a “real and substantial connection” between the cause of action and the foreign court (paras. 32 and 37).
[120] In Van Breda, this Court developed a “real and substantial connection” test in the context of deciding whether a court can assume jurisdiction over a tort claim brought by Canadian residents who were injured abroad. The Court identified presumptive connecting factors that prima facie entitle a court to assume jurisdiction over a tort dispute and explained how such a presumption of jurisdiction is subject to rebuttal. The Court also clarified that this version of the “real and substantial connection” test is a common law test. In Quebec, “the Civil Code of Québec contains a list of factors that must be considered in order to determine whether a Quebec authority has jurisdiction over a delictual or quasi-delictual action (art. 3148)” (para. 77; see also Spar Aerospace, at paras. 55-56).
[121] This Court also developed a version of the real and substantial connection test in Libman v. The Queen, 1985 CanLII 51 (SCC), [1985] 2 S.C.R. 178, to determine whether a transnational crime, which took place partly in Canada, could be prosecuted in Canada. The Court held that such a crime can be prosecuted in Canada when there is a “real and substantial link” between the offence and this country (pp. 212-13).
[122] As a final example, this Court has developed a “real and substantial connection” test in the context of determining whether provincial legislation is constitutionally applicable to out-of-province defendants or circumstances (see Blom (2017), at pp. 288-89). In Hunt v. T&N plc, 1993 CanLII 43 (SCC), [1993] 4 S.C.R. 289, the Court decided that a Quebec “blocking” statute prohibiting the transfer of documents to other jurisdictions was constitutionally inapplicable to other provinces. The Court confirmed that “courts are required, by constitutional restraints, to assume jurisdiction only where there are real and substantial connections to that place”, and held that “the presence of such blocking statutes is an anachronism . . . inimical to [interprovincial] litigation if applied on the interprovincial level” (p. 328). In Unifund, this Court built on Hunt and ruled that provincial regulatory legislation is constitutionally applicable to out-of-province defendants when there is a “sufficient connection” between the province and the out-of-province defendants, subject to the principles of order and fairness (para. 56).
[123] The appellants’ argument and the Superior Court’s conclusion that the Van Breda “real and substantial connection” test should apply here are misplaced. Van Breda set out the real and substantial connection test in the context of tort claims at common law and does not apply in Quebec. The counterpart to the Van Breda test for personal actions of a patrimonial nature in Quebec is contained in art. 3148 C.C.Q. (Van Breda, at para. 77). In any event, in the present case, the Court is asked to determine whether Quebec’s securities regulatory scheme constitutionally applies to the out-of-province appellants as a matter of prescriptive legislative jurisdiction. Consequently, the Unifund test applies.
(2) Interpreting the Special Jurisdictional Rules of the Quebec Securities Scheme in Light of Unifund
[124] The Quebec securities scheme, interpreted in light of the Unifund test, provides for jurisdiction over out-of-province parties with a “sufficient connection” or “real and substantial connection” with Quebec. On their face, the special jurisdictional provisions in the Act respecting the Autorité des marchés financiers and the Securities Act are not limited in their territorial reach. Constitutionally, they apply only to matters within Quebec’s territorial jurisdiction. Unifund provides the appropriate test for evaluating the territorial applicability of these statutes to a particular set of circumstances. It functions, as a canon of construction, to limit the application of Quebec’s securities scheme to those persons and matters with a “sufficient connection” or “real and substantial connection” to the province. These provisions thus give the FMAT plenary international jurisdiction to make determinations and issue orders against persons under the Securities Act when there is a sufficient connection with Quebec.
[125] The Quebec securities scheme may be said to both complement and derogate from the rules for the international jurisdiction of Quebec authorities in Title Three of Book Ten of the C.C.Q. The Quebec securities scheme may be said to complement the C.C.Q. because the special statutes’ jurisdictional rules for the FMAT work alongside the general jurisdictional rules in the jus commune. But the Quebec securities scheme may also be said to derogate from the C.C.Q. because, in this case, as demonstrated below, the application of the special jurisdictional rules provides the FMAT with jurisdiction over the out-of-province appellants, even though the C.C.Q.’s general rules do not.
F. The Quebec Securities Scheme Applies to the Out-of-Province Appellants
[126] Finally, it must be determined whether the FMAT’s exercise of jurisdiction over the out-of-province appellants would be contrary to the constitutional limitations set out in Unifund, which asks whether there is a sufficient connection between Quebec and the facts alleged against the appellants based on the following four principles:1. The territorial limits on the scope of provincial legislative authority prevent the application of the law of a province to matters not sufficiently connected to it;
2. What constitutes a “sufficient” connection depends on the relationship among the enacting jurisdiction, the subject matter of the legislation and the individual or entity sought to be regulated by it;
3. The applicability of an otherwise competent provincial legislation to out-of-province defendants is conditioned by the requirements of order and fairness that underlie our federal arrangements;
4. The principles of order and fairness, being purposive, are applied flexibly according to the subject matter of the legislation. [para. 56] (1) There Is a Sufficient Connection Between Quebec and the Appellants
[127] The first two principles in Unifund are related. The first principle requires a sufficient connection, while the second principle identifies factors that might furnish that connection (Sullivan, at p. 822). This involves a contextual inquiry. As Binnie J. noted in Unifund, “different degrees of connection to the enacting province may be required according to the subject matter of the dispute” (para. 65). In each case, a court or tribunal must examine the relationship among the enacting jurisdiction, the subject matter of the law, and the person sought to be regulated by it, to decide whether that relationship is sufficient to support the applicability of the legislation to the out-of-province person (para. 65).
[128] The “sufficient connection” analysis must recognize the transnational nature of modern securities regulation and the public interest in addressing international market manipulation. Securities regulation raises unique considerations that highlight the need for transnational enforcement. As this Court noted in Global Securities Corp. v. British Columbia (Securities Commission), 2000 SCC 21, [2000] 1 S.C.R. 494, the “securities market has been an international one for years” and the “Internet has greatly increased the ability of securities traders to extend across borders” (para. 28). To effectively regulate the securities market, “regulators must equally be able to respond, and surmount borders where legally possible” (para. 28).
[129] Applying the first two Unifund principles, there is a sufficient connection between Quebec and the out-of-province appellants, all of whom allegedly participated in a fraudulent securities manipulation scheme with important ties to Quebec. The appellants allegedly used Quebec as the “face” of their alleged pump-and-dump scheme by promoting Solo’s mining activities in Quebec. They participated in marketing or financing efforts and partly targeted Quebec residents. Solo, the company through which the appellants operated their scheme, was a reporting issuer in Quebec, and Solo’s director was a Quebec resident. There was thus a clear connection between Solo and the appellants, on the one hand, and the province of Quebec on the other. In the circumstances, it would defeat the purpose of the cross-border nature of modern securities regulation to allow the appellants to escape the reach of Quebec’s regulatory oversight.
[130] The appellant Sharp argues that the FMAT and courts below failed to analyze the AMF’s specific allegations against him, which relate only to the purchase and sale of securities outside of Quebec. We do not accept this submission. The AMF alleges that he participated in one or more stages of the appellants’ securities manipulation scheme, that he was closely implicated by buying or selling securities, and that the scheme had important links to Quebec. Under Unifund, that connection suffices to apply Quebec’s securities regulatory scheme to him.
(2) The Requirements of Order and Fairness Are Satisfied
[131] The third and fourth Unifund principles are also related and “incorporate the notions of interprovincial comity and fairness to the defendant” (Sullivan, at p. 822). The third principle requires a court or tribunal to consider the principles of order and fairness, which function “as a mechanism to regulate extraterritoriality concerns” (Unifund, at para. 73) by ensuring the “security of transactions with justice” (para. 68, citing Morguard, at p. 1097). “Order” refers to the idea that courts and tribunals must respect the principle of interprovincial comity and only assume jurisdiction where constitutionally appropriate (Unifund, at para. 71; Morguard, at p. 1102). “Fairness” refers to fairness to the out-of-province defendant (Unifund, at para. 72; Morguard, at p. 1103). Finally, the fourth Unifund principle requires a court or tribunal to apply the principles of order and fairness purposively and flexibly given the subject matter of the legislation and the type of jurisdiction being asserted (Unifund, at para. 80).
[132] In our view, it is consistent with the principles of order and fairness and would not raise any extraterritoriality concerns to apply Quebec’s securities regulatory scheme to the appellants.
[133] Applying the Quebec regulatory regime is fair to the appellants. The appellants chose to enter Quebec’s securities marketplace (see Unifund, at para. 77), and they promoted the Quebec mining prospects of Solo, a reporting issuer in Quebec. Because the appellants made Quebec the face of their securities manipulation operation, their entrance into Quebec’s market was not accidental or irrelevant, but rather was an integral part of the scheme.
[134] In addition, applying Quebec’s securities regulatory scheme to the appellants does not offend the principle of order or the related concept of interprovincial comity. Given the cross-border nature of securities manipulation and securities fraud, regulators from multiple jurisdictions may exercise jurisdiction over the same scheme. As noted by the intervener the Ontario Securities Commission, this is “a feature, not a flaw” of modern securities regulation (I.F., at para. 15). “It promotes the seamless coverage of regulatory protection and the imposition of public interest remedies across the territories affected by a single, unlawful scheme” (para. 15). We also agree with the AMF: [translation] “. . . nothing precludes such a multiplicity of proceedings because each of the proceedings constitutes a legitimate exercise of the jurisdiction of the state concerned. . . . [T]he application of the sufficient connection test is not a zero‑sum game” (R.F., at paras. 81 and 87).
[135] Because contemporary securities manipulation and fraud are often transnational and extend across provincial and national borders, courts and tribunals must take a flexible and purposive approach when applying the principles of order and fairness in the securities context. In our view, it is consistent with the principles of order and fairness for the FMAT to have jurisdiction over the appellants.
(3) The FMAT’s Adjudicatory Jurisdiction Flows From the Province’s Prescriptive Legislative Jurisdiction
[136] In closing, it bears noting that while prescriptive legislative jurisdiction and adjudicatory jurisdiction are distinct concepts (Unifund, at para. 58), in this case the FMAT’s adjudicatory jurisdiction flows from the province’s prescriptive legislative jurisdiction. Section 93 of the Act respecting the Autorité des marchés financiers stipulates that the FMAT shall exercise jurisdiction under the Securities Act. Since the Quebec legislature has decided that the FMAT shall adjudicate alleged breaches of the Securities Act and the appellants’ alleged conduct has a real and substantial connection with Quebec, the FMAT necessarily has jurisdiction over the appellants in respect of their alleged contraventions. The special legislation, properly interpreted, thus provides for the FMAT’s adjudicatory jurisdiction.
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