Tribunal faults CSE’s reasons but still finds Jack Marks unsuitable for New World

Jack Marks succeeded in showing that the Canadian Securities Exchange had not adequately explained why he was unsuitable to be associated with New World Solutions Inc. But that did not win him the result he sought: Ontario’s Capital Markets Tribunal reviewed the evidence itself and reached a fresh finding that his association with the company was unacceptable.

In Marks v CNSX Markets Inc, 2026 ONCMT 30, dated August 28, 2026, the tribunal set aside the exchange board panel’s decision because its reasons were legally deficient. It nevertheless found that Marks’ promotional posts about New World and abusive posts about the exchange raised investor-protection and reputational concerns under the exchange’s listing policy.

The ruling concerns suitability to be associated with New World. It is not a criminal conviction, a damages award or a general prohibition on trading securities.

A company transaction brought the dispute into focus

CNSX Markets Inc. operates the Canadian Securities Exchange. Its policies allow it to exclude a person from association with a listed company where that relationship raises investor-protection concerns, could bring the exchange into disrepute or makes exclusion appropriate in the public interest.

The dispute followed New World’s 2024 acquisition of an interest in dialMKT, a luxury-watch business. Before completion, the exchange understood that Marks’ shareholding would remain below 20 per cent and would not create a new control person. A subsequent company announcement showed that he held 22.9 per cent and had become board chair.

The exchange’s listing committee then revisited his suitability. It had previously made an adverse assessment involving another issuer, AI/ML Innovations Inc., but had not communicated that assessment to him. Its October 2024 decision concerning New World cited both a 1998 U.S. Securities and Exchange Commission settlement and more recent promotional activity.

Marks appealed internally. In May 2025, a panel of the exchange’s board rejected that appeal. He then asked the Capital Markets Tribunal to set aside the board decision or send the matter back for reconsideration, alleging deficient reasons and numerous procedural-fairness problems.

Why the exchange’s explanation failed

The tribunal explained that it generally exercises restraint when reviewing an exchange’s decisions, especially on questions within the exchange’s expertise. Intervention requires an identified ground such as an error of law, an incorrect principle, overlooked material evidence, new and compelling evidence, or a conflicting view of the public interest.

Here, the reasons did not show a clear path from the evidence to the board panel’s conclusion. They appeared to rely on a policy provision for sanctions rather than the separate provision addressing regulatory settlements. They also left unclear how much weight the decades-old settlement carried.

The board panel described Marks’ posts as overly promotional without identifying examples or adequately explaining how the posts engaged the investor-protection standard. Its discussion of disclaimers and his relationship with New World did not explain how those matters affected the result. Significant procedural-fairness submissions also went insufficiently answered.

Those deficiencies justified intervention. They did not establish every complaint Marks raised. For example, the tribunal found that delayed disclosure had not prevented him from knowing and responding to the case before the internal appeal. His constitutional argument also did not produce a constitutional ruling: he had not formally raised a constitutional question.

The same record supported a fresh adverse finding

Rather than send the matter back, the tribunal decided suitability afresh. It was concerned that the exchange’s submissions suggested it had already determined that no future review could favour Marks, creating a real risk that reconsideration would not be objective.

The tribunal did not admit new evidence sought by either side. Marks’ proposed evidence about earlier exchange processes was not sufficiently compelling; the exchange’s proposed later posts would mainly add more examples of behaviour already in the record. A late discovery request and an attempt to add a new ground after the hearing were also refused. The fresh assessment therefore rested on the evidence already before the board panel.

On that record, the tribunal declined to treat the 1998 SEC settlement as a present reason for exclusion. It considered the passage of time, the subject matter, the one-time nature of the incident and the lack of evidence that the behaviour had been repeated. The settlement had not involved admissions by Marks.

The social-media evidence led to a different conclusion. Posts about New World promoted potential revenue growth and share-price increases while Marks was its chair and a significant shareholder. The tribunal said investors could reasonably understand a company chair as speaking with authority, while his holdings gave him a financial interest in the promotion. It found the disclaimers described by Marks inadequate in that context.

The tribunal separately found that his posts attacking the exchange were abusive rather than reasoned criticism and could bring it into disrepute. Those posts were already in the original record even though the board panel had not relied on them in its reasons.

The result illustrates an important limit of a successful challenge to inadequate reasons: setting aside the original decision does not necessarily change the substantive outcome. The tribunal’s protective suitability assessment did not require a separate finding that Marks had broken securities law. Its final determination was that he was unsuitable to be associated with New World under the exchange’s policy.