Coinsquare Ltd., Cole Diamond, Virgile Rostand and Felix Mazer

Lead Securities Regulator

Ontario Securities Commission (OSC)

Inter-Jurisdiction Collaboration

The OSC thanks the Investment Industry Regulatory Organization of Canada for its assistance.

Type of Misconduct Committed

  • Market Manipulation

Case Description

A Panel of the Ontario Securities Commission (OSC) approved a settlement agreement with Coinsquare Ltd., Cole Diamond, Virgile Rostand and Felix Mazer. The settlement relates to market manipulation on the Coinsquare platform, misleading statements to investors and a reprisal against an internal whistleblower.

In settling this matter, Coinsquare admits that it engaged in market manipulation by reporting inflated trading volumes. Between July 17, 2018 and December 4, 2019, Coinsquare reported approximately 840,000 wash trades amounting to an estimated 590,000 bitcoins and representing over 90 per cent of the reported trading volume on its platform. These trades were created to inflate the trading volumes reported on the platform and had no economic substance.

Additionally, Coinsquare admits that it made misleading statements to conceal the wash trades when clients and members of the public raised questions about the suspicious trading volumes. Coinsquare also admits it took a reprisal against an internal whistleblower who reported concerns about the inflated trading volumes to the company’s senior management.

Diamond and Rostand admit that they engaged in conduct that facilitated one or more of these breaches of Ontario securities law. Mazer admits to failing to fulfil his role as the CCO of Coinsquare contrary to the public interest.

This is the first case where the OSC took action on a respondent for a reprisal against an internal whistleblower.

Sanctions

As part of the settlement agreement, Diamond and Rostand agreed to resign from their positions at Coinsquare and paid administrative penalties of $1 million and $900,000, respectively. Diamond and Rostand are also banned from acting as registrants and directors or officers of a registrant for three years and are banned from acting as directors or officers of other market participants for three and two years, respectively. These bans, together with other conditions, prohibit Diamond and Rostand from influencing the management of the Coinsquare platform for at least three years.

Mazer will be subject to a one-year ban from acting as a director or officer of a registrant, or from holding a position that requires registration. The settlement also reflects that Mazer resigned from his role as Coinsquare’s Chief Compliance Officer (CCO), and that he made a voluntary payment of $50,000 to the Commission.

Additionally, Coinsquare and its subsidiary seeking registration with the OSC (Coinsquare Capital Markets Ltd.) must implement substantial corporate governance improvements. These include establishing independent boards of directors, appointing new CEOs and CCOs, creating an internal whistleblower program and implementing policies and procedures to monitor and assess compliance with Ontario securities law.

Coinsquare, Diamond and Rostand will also pay a total of $300,000 toward the costs of OSC Staff’s investigation

Key Takeaway for Investors

  • Check before you invest – Investors should always check the registration of any person or business trying to sell them an investment or give them investment advice by visiting CheckBeforeYouInvest.ca.
  • Be wary of crypto asset trading platforms – In Canada, many crypto asset trading platforms are not registered with securities regulators and have taken the position that they are not required to register. Important safeguards typically in place at firms regulated by securities regulators may not be in place.
  • Platforms may not disclose important information -Such as whether they maintain custody and control of your assets, and how they store and handle your assets. You may not be aware that a platform’s practices are exposing your assets to risks of loss, theft or misuse.
  • Whistleblower protections – As part of our whistleblower program, the OSC will make all reasonable efforts to protect the identity of whistleblowers. The OSC may take enforcement action against employers who take reprisals against whistleblowers.

Additional Information