Canada: AiT And Disclosure Of Mergers And Acquisitions Negotiations

Last Updated: August 14 2008
Article by Sharon Geraghty

Published in Federated Press' Corporate Disclosure, Volume II, No. 1

The facts and issues at play in the AiT case were well-known to the securities law bar long before the Ontario Securities Commission released its decision.1 The case raised the difficult question of when an issuer must disclose that it is negotiating a material merger or acquisition. The allegations suggested that enforcement staff had a different understanding from practitioners regarding the application of the relevant legal rules. However, the Commission's decision in the case was generally consistent with the current practices and approach of practitioners.

This article briefly describes the timely disclosure rules and the special challenges in applying them in the M&A context. It then discusses AiT and the lessons from the case, as well as some related disclosure considerations.

Timely Disclosure Rule

Canadian securities legislation does not require an issuer to promptly disclose all material facts, only material changes. This distinction between material changes and material facts has been critical in analyzing whether an issuer must disclose a potential M&A deal.

Material change and confidential material change reports: A "material change" is defined as a change in the business, operations or capital of an issuer that would reasonably be expected to have a significant effect on the market price or value of the issuer's securities. The definition includes a decision to implement a change by the board or by senior management who believe confirmation by the board is probable.2 There is a limited exception to the requirement to disclose material changes immediately: provincial securities laws allow an issuer to temporarily delay public disclosure by filing a material change report on a confidential basis. This is permitted where the issuer reasonably concludes that the disclosure would be unduly detrimental to its interests or the material change consists of a decision to implement a change made by senior management who believe confirmation of the decision by the board is probable and have no reason to believe that persons who know about the material change have used this knowledge in trading the issuer's securities.3

Material fact and the prohibition on trading and tipping: A "material fact," on the other hand, is defined more broadly than a material change and means any fact that would reasonably be expected to have a significant effect on the market price or value of the issuer's securities;4 a change need not have occurred in the issuer's business, operations or capital. Rather than requiring immediate disclosure of all material facts, securities legislation prohibits insiders from tipping (making selective disclosure other than in the necessary course of business) or trading based on material facts that have not been generally disclosed.5

Toronto Stock Exchange Policy: Although securities legislation therefore implicitly allows issuers not to disclose material facts (as opposed to material changes) immediately, the policies of the TSX require immediate disclosure of all material facts as well as all material changes.6 The TSX Policy is not a legal rule, and the stock exchange's remedies for breach are limited (to delist the issuer). However, National Policy 51-201 states that securities regulators expect listed companies to comply with these broader timely disclosure requirements and may commence proceedings under their public interest jurisdiction for failure to do so. Historically, listed issuers have often engaged in M&A negotiations without any public disclosure, even where they treat the negotiations as a potential material fact (imposing internal trading blackouts for those involved in or aware of the discussions). They have generally taken this approach on the basis of the provisions of the TSX Policy that allow an issuer not to disclose material facts where doing so might be "unduly detrimental" to the issuer's interests.7

The Disclosure Challenge In A Typical M&A Process

The fact that an issuer is considering or negotiating a material merger or acquisition will often, if known, affect the trading price of its securities and therefore constitute a material fact. However, arguably no material change occurs until an agreement is reached between the parties: mere negotiations are not a "change in the business, operations or capital" of the issuer.

This is important because premature disclosure of an M&A deal may damage the business of both parties, given the uncertainties and distraction usually involved. It can also reduce the likelihood of a deal by causing the stock price to rise, reducing the premium to market that the buyer is ultimately able to offer and impairing the target's ability to negotiate a better price because the pressure of completing a deal after disclosure can be quite significant. Therefore, third parties and issuers understandably resist participating in an M&A process if it cannot be conducted on a confidential basis. In fact, third parties often make their proposals conditional on there being no public disclosure.

That being said, M&A practitioners have always been sensitive to the fact that as negotiations of the detailed agreements and substantive business diligence progress, a point may come when agreement is fairly certain to be reached. Therefore, the distinction between a binding agreement and a non-binding agreement in principle has always been somewhat blurred.

Furthermore, concerns are often raised that regulators may treat an intermediate step in the process as a material change requiring disclosure. Those intermediate steps can include

  • an issuer deciding to review its strategic alternatives, possibly appointing a special committee, engaging advisers to assist in the process, soliciting interest from one or more prospective buyers and authorizing management to conduct negotiations with them;

  • an issuer providing access to confidential information, including entering into one or more confidentiality agreements with prospective buyers;

  • an issuer and prospective buyer entering into an exclusivity agreement restricting the issuer from dealing with other interested parties for a specified period, often based on a proposed price but without any binding agreement to proceed with a deal; and

  • the parties exchanging and negotiating non-binding term sheets or letters of intent setting out the key terms of the deal.

Before the AiT case, M&A practitioners would generally have argued that none of those events constituted a material change, provided that the parties had not agreed on the terms of a binding agreement, the buyer had not completed its business due diligence, and significant conditions had to be met before the deal could be concluded.


However, this disclosure analysis came under close scrutiny after the Ontario Securities Commission enforcement staff proceeded against Advanced Information Technologies Corporation ("AiT"), arguing that a disclosure obligation had been triggered during its M&A negotiations.

AiT, a listed technology company based in Ottawa, was under financial pressure when 3M made an unsolicited approach to acquire the company in February 2002. Management of the two companies held discussions, and 3M conducted preliminary due diligence. On April 24 of that year, 3M said that it would consider proposing a transaction at $2.88 per share.

According to minutes of AiT's board meeting on April 25, the directors approved a resolution to recommend the transaction to its shareholders at that price (subject to receiving a fairness opinion and executing a definitive agreement), and authorized management to negotiate a letter of intent ("LOI").

On April 26, AiT signed a non-binding LOI with 3M, containing an exclusivity clause. The LOI contained a number of conditions that had to be satisfied before 3M would commit to a transaction; many of these conditions were beyond AiT's control, including the completion of due diligence to the buyer's satisfaction and obtaining lockup agreements from some key shareholders. The executive negotiating for 3M was not very senior, and it was clear that additional internal approvals within 3M would be necessary and that these were substantive as opposed to merely rubberstamping.

An unusual increase in the trading volume and price of AiT's shares prompted Market Regulation Services ("RS") to contact AiT, which informed RS that it was in discussions to be potentially acquired. On May 9, AiT issued a news release that it was "exploring strategic alternatives."

The board of 3M approved the deal on May 14, subject to the CEO's approval of the due diligence report, which he gave on May 21. The AiT board approved the definitive merger agreement on May 22, and it was executed and announced the following day.

OSC staff proceeded against the issuer, its CEO and one director who was also a partner of the law firm that had been providing advice on the deal. Staff alleged that a material change had occurred as early as (i) April 25 (when the board met and "approved" the proposal subject to conditions); (ii) April 26 (when the LOI was signed); or (iii) May 9 (when AiT issued the news release). Neither staff nor the Commission dealt with the period beyond that time. Staff relied in particular on the fact that the board "approved" the proposal and the definition of material change includes a decision to implement a change.

The Commission ultimately concluded that no material change had occurred on any of those dates.

Key Principles Emerging From The Decision

Material change is different from material fact: Of critical significance is that the Commission upheld the distinction between material facts and material changes in the context of disclosing merger negotiations, concluding that the negotiations were a material fact for AiT. Therefore, insiders were prohibited from disclosing that the negotiations were ongoing, except in the necessary course of business, and were prohibited from trading AiT securities. However, the Com-mission found that the negotiations themselves as well as several of the steps in the process up to May 9 did not in this case amount to a material change. Those steps included the signing of a non-binding LOI with an exclusivity provision and the conduct of due diligence and intensive negotiations.

No bright-line test; consider level of conditionality, certainty, commitment: The Commission took care to stress that there is no bright-line test for determining when in an M&A process a material change has occurred and that a material change could occur before a binding agreement is executed. However, the Commission also concluded that if a transaction is conditional and surrounded by uncertainties, a commitment from only one party to proceed would not normally be sufficient to constitute a material change.

Decision to implement a change: Although AiT may have been committed to proceeding with the transaction, as evidenced by the board's decision to "approve" recommending the transaction to AiT's shareholders, this did not amount to a "decision to implement a material change" because 3M had not committed to proceed with the transaction and significant uncertainties remained. In the Commission's view, a board decision would not constitute a material change "when a potential transaction is identified and discussed by the board, but instead, when the decision by the board to implement the potential transaction is based on its understanding of a sufficient commitment from the parties to proceed and the substantial likelihood that the transaction will be completed."

Executing a letter of intent and exclusivity agreement was not a material change in this case: Although the Commission noted that in some cases, the signing of an LOI may trigger disclosure, that will depend on the provisions of the LOI and, again, the degree of commitment by the parties. In this case, the Commission concluded that entering into the LOI did not trigger disclosure obligations because (i) the LOI was non-binding (although the exclusivity provisions in it were binding); (ii) the stated price was not firm and was subject to a detailed due diligence review that had not yet been completed; (iii) several key terms (such as the break fee) had not been negotiated; and (iv) several conditions to 3M's commitment were beyond AiT's control, including the completion of 3M's due diligence, 3M's internal approvals being obtained and lockup agreements being made with some key shareholders.

Level of commitment will be significant to the disclosure analysis: As noted above, the Commission focused particularly on the lack of commitment by 3M to the transaction in concluding that no material change had occurred, essentially recognizing that no deal can occur without a commitment from both sides. The Commission said that it might have reached a different conclusion if (i) the buyer had been less process-driven; (ii) negotiations had been led by the buyer's chief executive officer and been within his authority; or (iii) a previous board resolution of the buyer had set out pre-authorized criteria for the acquisition. However, in this case, the person negotiating for 3M ranked several levels below the CEO, the CEO had to approve the deal and 3M had to complete a detailed diligence process under its internal policies. The diligence process and internal approvals were substantive hurdles whose positive outcome was not assured.

Relevance of "business judgment rule" and the importance of process and the record: The Supreme Court of Canada in Kerr v. Danier Leather8 held that disclosure obligations under securities law cannot be subordinated to the exercise of business judgment. The Commission acknowledged this principle in AiT, but also recognized that if the board's governance process in making disclosure decisions is effective, it would be difficult to interfere with the judgments produced by that process. That being said, the Commission raised a number of concerns that made it difficult to judge the quality of AiT's governance process in this case. In particular, the Commission noted that (i) the minutes of the critical April 25 board meeting were initially drafted approximately two months after the meeting and then amended to conform to the disclosure in the proxy circular for the meeting that sought approval of the transaction; (ii) the board had concerns that disclosure could result in 3M not proceeding with the transaction or cause negative reactions from AiT's competitors, and the degree to which these concerns affected its disclosure decision was unclear; (iii) no written record existed of the legal advice the board requested and received regarding its disclosure obligations; and (iv) the board had not been advised of the option of filing a confidential material change report.

Lessons Learned And Best Practices

A number of lessons emerge from AiT, many of which reflect current best practices.

Design And Documentation Of Sale Process

  • A sale process should be designed with the input of counsel and with disclosure obligations in mind.

  • It would generally be helpful for counsel for both parties to discuss a detailed draft written agreement early in the process, so that it can be executed once key business terms are settled, both parties are committed to the deal and significant due diligence and other conditions outside the parties' control are satisfied. Discussing a draft written agreement in advance will minimize the risk of a disclosure obligation being triggered before comprehensive binding terms can be documented.

  • It is typical and understandable for a target to require an indication of proposed price before incurring significant transaction costs, providing a prospective purchaser with diligence access or entering into an exclusivity agreement. However, it would be unusual to agree on any key term in isolation. Instead, parties usually prefer not to commit in the absence of a written agreement on all material terms and completion of diligence so that the purchaser cannot raise new issues as a basis for walking away from the deal or renegotiating its terms. Any exclusivity agreement, confidentiality agreement, LOI, term sheet or correspondence and all related board materials and resolutions should be reviewed by counsel so documents are clear and consistent. They should be clearly marked, where appropriate, as non-binding and should identify any material conditions to the parties' respective commitments. They should not suggest that agreement has been reached if that is not the case.

  • If a party's commitment to proceed is subject to board or senior management approval, this should be made clear. However, issuers must be cautious not to rely on these internal governance requirements as necessarily justifying a delay in disclosure, particularly if the negotiating executive is very senior or has delegated authority or the approval is highly likely to be obtained.

Legal Advice And Minutes

  • Although the Commission overcame its concerns regarding the AiT Board's records, it is clear that a careful process and written record will be critical in protecting a board's judgments on disclosure issues against second-guessing.

  • Minutes should be prepared within a short time after the meeting and reviewed by counsel before they are finalized.

  • Board minutes should highlight the factors that the board considered in reaching any disclosure decision, and should expressly state whether legal advice was sought and obtained. Wherever practically possible, that advice should be summarized in writing, although the summary can be separate from the minutes if that is desirable for reasons of privilege and confidentiality.

  • Although the directors may be concerned about the potential negative implications of public disclosure of a prospective deal, the board should be advised that it is not entitled to subordinate its disclosure obligations to those business concerns, and the minutes should be clear that it has not done so.

Confidential Material Change Reports

  • Although filing a confidential material change report may not be desirable in the particular circumstances, counsel should ensure that the board of directors is aware of the option to do so.9


  • If there is evidence that a leak has occurred or there has been selective disclosure regarding the M&A negotiations, it is difficult to argue that disclosure can be delayed, given the danger that trading may be based on leaked information. RS may well contact the issuer and insist that a news release be issued.

  • For that reason, it is essential that the issuer and its advisers impose tight safeguards to protect confidentiality and avoid leaks.

  • It is also critical that the company make no misleading public comments during the negotiations (see below, "Other Related Public Disclosure Considerations").

  • In that context, if the issuer is conducting a sale process, it should consider with its advisers whether it would be advisable to announce that fact in advance (where, for example, it will be difficult to conduct the process on a confidential basis in the circumstances).

  • The issuer should also monitor trading and watch for any evidence that a leak may have occurred (including, for example, unsolicited calls from parties expressing an interest).

TSX Disclosure Policy

  • The Commission did not refer to the broader requirements of the TSX Policy to disclose material facts (as well as material changes) on a timely basis.

  • However, the Commission did acknowledge that the AiT directors had good faith concerns regarding the potential impact of disclosure. Concerns of that nature could presumably form a reasonable basis for concluding that disclosure would be unduly detrimental to the issuer, which the TSX Policy recognizes as an exception to the disclosure requirement. Ideally, an issuer's governance process should explicitly consider the disclosure issue and its basis for relying on the exception.

Other Related Public Disclosure Obligations

In addition to penalties for failing to comply with timely disclosure requirements, issuers, their directors and officers and other "influential persons" face potential civil liability if the issuer releases a document or makes a public oral statement that contains a misrepresentation. A "misrepresentation" is defined as either an untrue statement of a "material fact" or an omission to state a material fact that is necessary to make a statement not misleading in light of the circumstances in which it was made.10

For that reason, an issuer engaged in confidential negotiations for a material M&A transaction must be particularly careful not to make misleading statements. The authorized spokespersons for the issuer should either be aware of the negotiations or their comments carefully scripted and reviewed to avoid inadvertent misleading statements. Similarly, any documents released by the issuer should be reviewed for potential misrepresentations in light of undisclosed ongoing M&A negotiations – this is particularly important where a news release is issued in response to a leak.

The potential for misrepresentation can be particularly acute for issuers engaged in an M&A process at a time when their continuous disclosure documents are due to be filed. For example, the form requirements for management's discussion and analysis include requirements to analyze commitments, events, risks or uncertainties that the issuer reasonably believes will materially affect the company's future performance; known trends or expected changes in the issuer's capital resources; and the expected effect on the issuer's business of any proposed asset or business acquisition or disposition if the board has decided to proceed with the transaction, or management has decided to do so and believes confirmation by the board is probable.11 In satisfying these form requirements, issuers may have to tread carefully to avoid making a misleading statement. Issuers should therefore keep their continuous disclosure timetable and deadlines in mind when commencing an M&A process.


It is fair to say that securities practitioners were very troubled by the allegations made in the AiT case and concerned that a decision in the case that supported those allegations would make it almost impossible to conduct M&A negotiations without triggering a requirement for damaging premature disclosure. However, the Commission's decision was ultimately balanced and practical, recognizing the inherent uncertainty of the typical M&A process and the need to balance the desirability of keeping the market informed and the damage that can be caused by premature disclosure. As a result, the case serves as a useful analytical framework for these disclosure decisions, and is likely to guide best practices in this area.


1. AiT Advanced Information Technologies Corporation, OSCB, vol. 31, issue 3, January 18, 2008.

2. Securities Act, R.S.O. 1990, c. S.5, s. 1(1).

3. Ibid., s. 74(3). The ability to make a confidential filing highlights the competing policy considerations at play, recognizing that the public interest for timely disclosure may be outweighed by the detriment to the issuer. These filings are relatively rarely done. See also infra note 9.

4. Supra note 2.

5. Ibid., s. 76.

6. TSX Policy on Timely Disclosure ["TSX Policy"].

7. Premature disclosure of the M&A negotiations would in many cases be misleading and detrimental to the issuer (see "The Disclosure Challenge in a Typical M&A Process").

8. 2007 SCC 44.

9. If it is not clear whether a material change has occurred, filing the report may be construed as con-ceding the point. This can be negated in the report by stating that the report is being filed as a precaution only, but this statement may be seen as self-serving and not persuasive in retrospect. In addition, the report must be renewed every 10 days, and it is unclear whether at some point the regulator may require evidence that disclosure will be "unduly detrimental," or push for disclosure. Further, there is no comparable provision under U.S. securities laws, making the ability of a cross-listed issuer to effectively rely on a protective filing under this provision unclear.

10. Supra note 2.

11. Sections 1.4(g), 1.7(b) and 1.11 of Form 51-102F1, National Instrument 51-102. However, the form expressly recognizes in the latter case that this dis-closure would not be required if a confidential material change report has been filed (see also supra note 3).

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.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

In association with
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at and we will use commercially reasonable efforts to determine and correct the problem promptly.