Ont. CA clarifies determination of ‘material change’ and ‘material fact’ under Securities Act – The Law Times

Craig Lockwood

June 14, 2023

In May 2023, the Ontario Court of Appeal released decisions for Peters v. SNC-Lavalin Group Inc. and Markowich v. Lundin Mining Corporation that provide guidance about the terms “material change” and “material fact” under the province’s Securities Act. Both decisions were written by Justice Lise Favreau, but were heard by two different panels.

“It’s always going to be tricky to distinguish changes and facts and what’s material, given it’s all so fact-specific,” Craig Lockwood, litigation partner, told The Law Times. However, “the advantage of the decisions in these cases is that it will apply a framework that can be applied to the facts to see how things play out.”

Craig explains that issuers and advisers previously had difficulty determining between a fact, a change or something considered material. He noted that the SNC and Lundin decisions distinguish between these two terms and give guidance on whether a change is considered “material”. These types of specifics are important for securities related documents like prospectus and earning reports where “material” changes need to be reported to the market quickly.

Read the full article by Zena Olijnyk published by The Law Times.