Nortel Networks Corporation and Nortel Networks Limited - s. 144

Headnote

Section 144 - Revocation of management cease trade order where issuer is up to date with its current continuous disclosure filing obligations.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144.

June 21, 2005

IN THE MATTER OF

THE SECURITIES ACT

R.S.O. 1990, C. S.5, AS AMENDED (THE ACT)

AND

IN THE MATTER OF

CERTAIN DIRECTORS, OFFICERS AND INSIDERS OF

NORTEL NETWORKS CORPORATION AND NORTEL NETWORKS LIMITED

(BEING THE INDIVIDUALS AND ENTITIES LISTED

IN SCHEDULE "A" HERETO)

ORDER

(Subsection 144(1))

WHEREAS on May 31, 2004, the Ontario Securities Commission (the Commission) made an order under paragraph 2 of subsection 127(1) of the Act that all trading, whether direct or indirect, by the persons and companies listed in Schedule "A" annexed thereto (the Respondents) in the securities of Nortel Networks Corporation (NNC) and Nortel Networks Limited (NNL and collectively with NNC, the Corporations or either individually, the Corporation) shall cease, until two full business days following the receipt by the Commission of all filings the Corporations are required to make pursuant to Ontario securities law (the Nortel MCTO);

AND WHEREAS the Commission made the Nortel MCTO upon hearing evidence that: (a) the Corporations had announced the need to restate their respective financial results reported in each of the quarterly periods in 2003 and for earlier periods including 2002 and 2001 and had not done so as of the date of the Nortel MCTO; (b) each of the Corporations had failed to file its consolidated financial statements for the quarterly period ended March 31, 2004 and for the year ended December 31, 2003 by the required filing dates under Ontario securities law and had not filed such financial statements as of the date of the Nortel MCTO; and (c) each of the Respondents had, or may have had, access to material information with respect to the Corporations that had not been generally disclosed;

AND WHEREAS the Corporations have applied to the Commission for revocation of the Nortel MCTO pursuant to section 144 of the Act;

AND UPON the Corporations having represented to the Commission that;

1. Each of NNC and NNL is incorporated under the Canada Business Corporations Act and is a reporting issuer in each of the provinces and territories of Canada where such concept exists.

2. Each of the Corporations has restated its consolidated financial statements for the years ended December 31, 2002 and 2001, and for the quarterly periods ended March 31, 2003 and 2002, June 30, 2003 and 2002 and September 30, 2003 and 2002 (the Restatement).

3. The Restatement resulted in the delay in filing each Corporation's consolidated financial statements for the years ended December 31, 2003 and 2004 and the quarterly periods ended March 31, 2004, June 30, 2004, September 30, 2004 and March 31, 2005 and related filings (collectively, the Delayed Filings) by the required filing dates under Ontario securities law.

4. Each of the Corporations has now completed the filing of its Delayed Filings and is up-to-date with its current continuous disclosure filing obligations under Ontario securities law.

5. The Corporations believe that it will not be feasible to amend to rectify deficiencies therein due or related to the Restatement the continuous disclosure filings of the Corporations for certain prior periods (the Prior Unamended Filings), including their continuous disclosure filings for periods ending prior to January 1, 2001, their annual report on Form 10-K for the year ended December 31, 2001 and related supplemental Canadian GAAP MD&A, their annual report on Form 10-K/A for the year ended December 31, 2002 and related supplemental Canadian GAAP MD&A, their quarterly reports on Form 10-Q or Form 10-Q/A for quarterly periods in 2001, 2002 and 2003 and related supplemental Canadian GAAP MD&A for such periods, and their annual audited or interim unaudited consolidated financial statements prepared in accordance with Canadian GAAP for the foregoing periods, due to, among other factors, identified material weaknesses in the Corporations' internal control over financial reporting, the significant turnover in their finance personnel, changes in accounting systems, documentation weaknesses, a likely inability to obtain third party corroboration in certain cases due to the substantial industry adjustment in recent years and the passage of time generally.

6. The Corporations believe that if the Prior Unamended Filings were amended, the information that would be contained therein would in large part repeat the disclosure contained in the Corporations' 2003 disclosure documents, 2004 disclosure documents and 2005 first quarter disclosure documents, and that the Delayed Filings include all financial and other information needed for current investor understanding of the Corporations.

7. Although the Corporations have not amended the Prior Unamended Filings, the Corporations' 2003 Form 10-K includes restated financial results for the years ended December 31, 2002 and 2001 and selected restated financial data for the quarterly periods in 2002 and 2003. In addition, the consolidated financial statements for each of the quarters ended March 31, 2004, June 30, 2004 and September 30, 2004 that the Corporations have filed include comparative restated financial results for each of the corresponding quarterly periods in 2003.

8. Given that each of the Corporations has not amended its respective Prior Unamended Filings, the Respondents cannot rely on the Nortel MCTO to expire pursuant to its terms.

AND WHEREAS the Commission is of the opinion that it would not be prejudicial to the public interest to revoke the Nortel MCTO;

IT IS ORDERED, pursuant to Subsection 144(1) of the Act, that the Nortel MCTO be and is hereby revoked.

Schedule "A"