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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As a construction company that actively bids and works on larger infrastructure projects, you will likely be required to provide a signed certification in response to future Requests for Qualifications.
On November 14, 2016, the Securities and Exchange Commission ("SEC") announced an award of more than $20 million to a whistleblower who promptly provided the regulator with valuable information that allowed the SEC to commence an enforcement action against the wrongdoers before they could squander the money.
In the recent decision, 3716724 Canada Inc. v Carleton Condominium Corporation No. 375, the Ontario Court of Appeal found that the "business judgment rule" applies to decisions of boards of condominium corporations.
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