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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Please join us for a discussion of the legal and business aspects involved in the planning, construction and completion of a development project in downtown Toronto. The panel will use an office tower as a case study, but the analysis will be applicable to commercial and industrial developments, including hotels and shopping centres.
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.
In Ontario Securities Commission v. Tiffin, the Ontario Court of Justice clarified the limits of the definition of "securities" under s.1(1) of the Securities Act, as it relates to promissory notes. The defendant in the case was charged with trading in securities without being registered and while prohibited, and without filing a prospectus.
The OSC has issued a press release advising stakeholders that Ontario securities law may apply to any use of distributed ledger technologies, such as blockchain, as part of financial products or service offerings.
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.
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