Tribunal rejects SLC's bid to halt Stracon trading over Peruvian merger dispute

A creditor's effort to halt trading in Stracon Group Holding Inc. failed at the threshold when Ontario's Capital Markets Tribunal refused to let it use the tribunal's public-interest powers to protect a disputed claim in Peru.

In SLC Holdings Inc v Stracon Group Holding Inc, 2026 ONCMT 15, the tribunal dismissed SLC's standing motion and application. Its March 23, 2026 reasons explain the dismissal delivered at the February 12 hearing. The ruling did not determine that Stracon's prospectus was accurate or that its cross-border amalgamation was complete.

Creditor claim drove the application

SLC alleged that Stracon Canada's December 2025 non-offering prospectus incorrectly stated that an amalgamation involving its Peruvian subsidiary had been completed. It sought a cease-trade order under section 127 of Ontario's Securities Act, saying it wanted to preserve the value of an unresolved claim against the Peruvian assets.

A private applicant must obtain standing before pursuing that kind of public-interest order. The tribunal identified four reasons for refusing it here: SLC had not first raised its concerns with OSC staff; the application presented no novel Ontario securities-law issue; the central merger question belonged before Peruvian courts; and the alleged effect on SLC was too indirect.

Regulatory powers were not a substitute for creditor remedies

The tribunal found that SLC's fundamental complaint was as a possible contingent creditor in Peru, with only a weak connection to Stracon Canada's prospectus disclosure. Section 127 was not a means to support foreign civil claims unrelated to the public interest in Ontario's capital markets.

The reasons emphasized the value of approaching commission staff first. That route could permit negotiated solutions, including additional disclosure, that were not available to the tribunal. Familiarity with the facts and foreign litigation did not justify bypassing it.

SLC also argued that future shareholder lawsuits over the disclosure might reduce the value of its creditor claim. The tribunal found that scenario speculative and unsupported. Whether the prospectus contained a misrepresentation would, in this case, require resolving disputed questions of Peruvian corporate law.

The tribunal refused to grant standing and dismissed the application without proceeding to a merits hearing on the alleged prospectus misrepresentation.