Carlo Di Carlo

Practice Areas

Carlo has a varied civil litigation practice, with a particular focus on shareholder/corporate disputes, commercial litigation and regulatory law. He regularly acts for clients facing corporate and commercial litigation, including representing financial institutions with commercial disputes, clients in oppression remedy cases and contractual disputes regarding share purchase agreements. Carlo also acts for corporate directors and officers facing allegations of breach of fiduciary duty.

Carlo has significant expertise in class proceedings and in dealing with restrictive covenants and other employment law disputes.  He also acts in defamation matters and cases involving securities law.

In addition, Carlo has significant regulatory law experience.  He is currently counsel to uberX drivers facing Provincial Offences Act prosecutions brought by various municipalities.  He also has expertise in dealing with securities law, having appeared before the Ontario Securities Commission, as well as conducting independent investigations for various clients regarding securities law matters.

Carlo has appeared before all levels of courts, including the Ontario Court of Justice, the Superior Court of Justice, the Court of Appeal and the Supreme Court of Canada.  He has appeared before various regulatory tribunals, including as a prosecutor before the former Ontario Racing Commission.

Carlo has a J.D. (Hons.) from the University of Toronto where he graduated in 2011.

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Representative Work

  • Paul, et al ats Hrusa, et al.  Represent the former CEO and Chairperson of CannTrust Holdings Inc. (a company that Health Canada discovered was growing cannabis in unlicensed rooms), in multiple shareholder misrepresentation class actions.
  • Re Carillion.  Representing the Monitor in a CCAA proceeding involving an insolvent construction company (Carillion).
  • Bell Canada, et al ats Fareau, et al.  Representing Bell Canada in a prisoner-collect call class action alleging various Consumer Protection Act claims (as well as other claims).
  • Ontario v Reliance Construction.  Representing construction management company in a Ministry of Labour OHSA prosecution.
  • Miller v. FSD Pharma, Inc., 2020 ONSC 4054.  Represented cannabis licenced producer in a shareholder misrepresentation class action brought pursuant to Part XXIII.1 of the Ontario Securities Act.  In the decision, the Court determined that the correct test for materiality was the market impact test (not the reasonable investor test urged by the plaintiff).
  • Proud, et al ats Bodnarchuk, 2020 ONSC 3775.  Represented former CEO in a Part XXIII.1 class action relating to the restatement of financial documents.
  • Toronto (City) v. Ontario Food Terminal Board, [2020] OJ no 327.  Represented the OFTB in a noise by-law prosecution that the City of Toronto brought against it.  Ultimately, the prosecution was struck on the basis of statutory immunity.
  • Harrington Global Opportunities Fund S.A.R.L. v Investment Industry Regulatory Organization of Canada, 2018 ONSC 7739.  Represented IIROC in an application where a hedge fund, Harrington, sought a Norwich Order against it.  The court ultimately declined to grant the Norwich.
  • Cheng v. Ontario (Securities Commission), 2018 ONSC 2502.  Represented the OSC in an appeal and judicial review brought against it by Cheng.  The court granted the OSC its motion to quash both the appeal and judicial review on the grounds of prematurity.
  • WorldCare International Inc. v. Health Care Services International Inc., [2018] O.J. No. 542.  Represented Health Care Services International in successfully resisting an injunction sought against it by business competitor, WorldCare.
  • Rizvee v. Newman, 2017 ONSC 4024
    Represented a defendant facing a $17.5M defamation/malicious prosecution claim in one of the first cases to interpret the new anti-SLAPP legislation, the Protection of Public Participation Act.  Ultimately, the Court agreed to dismiss the defamation claim pursuant to this act.
  • Google Inc v. Equustek Solutions Inc, 2017 SCC 34
    Represented British Columbia Civil Liberties Association at an intervention before the Supreme Court of Canada on a case that confirmed the availability of worldwide injunctions.
  • Pennyfeather v. Timminco Limited, 2017 ONCA 369
    Successfully represented Photon Consulting LLC and related parties at the Ontario Court of Appeal in the latest in the on-going saga in the Timminco Limited class action.  The decision was the first application of the test established by the Supreme Court in Green v CIBC for the availability of nunc pro tunc relief.
  • R v. Bekele, [2016] OJ no 7056
    Represented uberX driver in case confirming that solicitor client privilege does not apply to communications between law enforcement and the prosecution regarding disclosure.  This case ultimately resulted in the withdrawal of all charges in “Project Snowball”, a high-profile Toronto Police investigation into Uber partners that led to charges under ss. 23 and 39.1 of the Highway Traffic Act.
  • Canada (Attorney General) v. Chambre des notaires du Québec, 2016 SCC 20;  Canada (National Revenue) v. Thompson, [2016] 1 SCR 381
    Represented the Criminal Lawyers’ Association in these appeals before the Supreme Court of Canada, arguing that various provisions under the Income Tax Act giving the Canada Revenue Agency access to information and documents potentially subject to solicitor-client privilege were unconstitutional.  In both cases, the Court’s reasoning was consistent with the positions advanced by the CLA.
  • Bancroft-Snell v. VISA Canada et al., 2016 ONCA 896
    Acted as amicus curiae in Court of Appeal decision that confirmed the scope of discretion judges have to approve or disallow fee sharing agreements and counsel’s fees in the class proceedings context.
  • Jones Collombin Investment Counsel Inc. v. Fickel, 2016 ONSC 6536
    Successfully represented client in summary judgment motion regarding the interpretation of a restrictive covenant in a share purchase agreement. Upheld on appeal (2017 ONCA 288).
  • Locking v. McCowan, 2015 ONSC 4435
    Represented former CEO of publicly traded real estate investment trust in one of the first decision to confirm that officers of investment trusts owe no direct duty to their unitholders.
  • Sugar et al v. MCAP Financial Corp. et al, 2015 ONSC 6360
    Successfully represented client in summary judgment motion dealing with application of Limitations Act, 2002.
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Additional Info

Publications

  • Speaker, Law Society of Ontario, “Professionalism Issues for In-House Counsel” (November 2020).
  • Speaker, Ontario Bar Association, Pandemic-Related Class Actions program (May 2020).
  • Speaker, The Advocate’s Society, Summary Judgment program (May 2020).
  • Speaker, Law Society of Ontario, “Key Principles in Commercial Litigation” (April 2020).
  • Speaker, Ontario Bar Association’s Class Actions Colloquium 2019 (December 2019).
  • Speaker, Ontario Bar Association, “Privacy Breaches on a Class Actions Scale” (October 2019).
  • Co-Author, “Challenges to Privilege in the Internal Investigation Context”, CCCA Magazine (Spring 2019)
  • Co-Author, “A Purposive Approach to Privilege in the Context of Internal Investigations” (February 2019) The Advocates’ Quarterly.
  • Speaker, ACC, “Securities Symposium” (April 2019) speaking about securities law issues relating to cryptocurrencies.
  • Speaker, Osgoode Hall, “Anatomy of a Defamation Action (April 2019).
  • Speaker, Ontario Bar Association’s Class Actions Colloquium 2018 (December 2018).
  • The Countdown to Legalization: Marijuana and corporate/commercial law, (Apr 2018), Law Times.
  • How disagreement in Canada’s capital markets hinders the cannabis industry” (February 2018), Globe & Mail.
  • Co-Author, Digital Privacy: Criminal, Civil and Regulatory Litigation (Toronto: LexisNexis, 2018) (chapter 6 – class actions).
  • Co-Author, “Amicus Curiae in class action settlement and fee approval hearings”, (2018) 37:3 Advocates’ Journal 6.
  • Why securities regulators have their eyes on bitcoin” (December 2017), Globe & Mail.
  • Ontario’s Anti-SLAPP Law: Off To A Good Start, But Important Concerns Remain”, Ryerson University, Centre for Free Expression.
  • Speaker, Practical Commercial Law Perspectives on Summary Judgment Motions, Ontario Bar Association’s “Nuts of Bolts of the Summary Judgment Motion” (November 10, 2016).
  • Author, “The Re-emergence of a Clash of Rights”,  Supreme Court Law Review (2013), 63 SCLR (2d).
  • Author, “Coping with Coventree: Material or Not Material Remains the Question”, Corporate Liability, vol XVII, No. 2.
  • Author, “Formalism in Rights Remedies”, Charter and Human Rights Litigation (Volume XVIII, No. 2) by Federated Press.
  • Co-Author, “A Fine Balance Being Tipped – A Review of the OSC’s Public Interest Jurisdiction”, (2014) 18.3 Corporate Liability 1090 (with Jeffrey S. Leon).
  • C0-Author, “Several Recent Developments in U.S. M&A Litigation – Crossing the Border May Not be that Difficult”, (2013) 18.2 Corporate Liability 1079 (with Jeffrey S. Leon).
  • Co-Author, “The Re-emergence of a Clash of Rights”, (2013) 63(2d) Supreme Court Law Review 143 (with Ranjan K. Agarwal).
  • Co-Author, “Coping with Coventree: Material or Not Material Remains the Question”, (2012) 17.2 Corporate Liability 1018 (with Jeffrey S. Leon).
  • Co-Author, “Formalism in Rights Remedies”, (2012) 18.2 Charter and Human Rights Litigation 1524 (with Ranjan K. Agarwal).

Associations

  • Member, Young Advocates’ Standing Committee
  • Member, Executive Section, Ontario Bar Association Class Action practice group
  • Member, Ontario Bar Association Finance Committee (2018-2019)
  • The Advocates’ Society
  • Ontario Bar Association
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