A More Generous Approach To "Material Changes" Under The Securities Act

The Court of Appeal's recent decision in Markowich v. Lundin Mining Corporation, 2023 ONCA 359, provides a fresh analysis of what constitutes a material change under the Ontario Securities Act. In a unanimous decision in the context of a motion for leave under the Securities Act¹ and for certification under the Class Proceedings Act², the Court of Appeal rejected the lower court's more narrow interpretation and instead adopted a broader and "more generous" approach that focuses on the context and facts of each case.

What you need to know

• The Court rejected a narrow interpretation of a "change" to the "business, operations or capital" of a company under the Securities Act. Instead, the Court adopted a "more generous approach" to these terms, which must be interpreted broadly and in the context of the facts of each case.