A material fact is a fact that, if disclosed, would reasonably
be expected to have a significant effect on the market price or
value of the securities of the issuer in question. A material
change is a change in the business, operations or capital of the
issuer that, if disclosed, would be expected to have the same
effect. What constitutes a material fact or change will depend on
context. Common examples include take-overs or other corporate
changes, and loss of key personnel. Material facts and changes can
also be specific to an issuer's business. For example, a change
in forecasted weather patterns could constitute a material fact for
an issuer whose business is seasonal, while information about
resource tests could constitute a material fact for a resource
company. In monetary terms, the threshold required for a change or
fact to be material will generally be proportionate to the size of
the issuer (i.e., the threshold will be larger for a larger
When is Information Generally Disclosed?
When the information has been disseminated to the trading public
and the public has had adequate time to digest that
Who is in a Special Relationship with an Issuer?
The scope of people who might be in a "special
relationship" with the issuer is very broad. People who may be
in a special relationship are set out at right and extend beyond
these examples as well.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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Strong negotiation skills are key to career advancement and success. Being able to help others overcome differences to reach mutually beneficial agreements is an essential leadership skill. Collaborative negotiation, the most sophisticated and effective negotiation approach, is a natural core competency of many women, although it is often difficult to master.
During the program, preparation for complex negotiations using both a competitive and collaborative mindset will be discussed. Strategies for more easily uncovering and using mutual interests for maximum outcome will be presented. Ultimately, you will optimize and build upon your negotiation strengths for greater success at work.
Please join us as we address recent developments in record keeping, new provisions impacting in-house law clerks, and record keeping as it pertains to intellectual property. Providing a high-level overview of record keeping and minute books, we will touch on best practices for collecting, organizing and preserving documents.
The use of electronic signatures is becoming increasingly commonplace in commercial transactions, as individuals and businesses capitalize on the administrative efficiency afforded by today’s digital world.
Following the Divisional Court's decision in Toronto-Dominion Bank v. Ryerson University, companies that contract with government institutions should be aware that such contracts are likely open to disclosure under the Freedom of Information and Protection of Privacy Act.
Back in April 2015, we discussed key questions to keep in mind when negotiating earn-outs, and looked at recent trends coming out of the American Bar Association's 2014 Canadian Private Target M&A Deal Points Study (the 2014 ABA Study).
Before sending out that next tweet or posting to a blog, hit the pause button and consider whether the timing and content pass muster. Reporting issuers and their representatives must take note of Staff Notice 51-348
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