Reporting issuers are subject to numerous continuous disclosure
obligations under securities law in Canada. Some of the most
challenging concepts to grapple with involve the ongoing
requirement to disclose material changes and dealing with material
facts and material changes in connection with the insider trading
rules.
The Alberta Securities Commission's Kapusta decision and the
Ontario Securities Commission's Coventree decision, both of
which were released in 2011, illustrate these issues. This bulletin
explores some of the guidance collectively given by these
commissions.
The decisions confirm that the concepts of material fact and
material change are distinct. A material fact is one that would
reasonably be expected to have a significant effect on the market
price or value of an issuer's shares and a material change
occurs when there is a change in the business, operations or
capital of an issuer which would reasonably be expected to have a
significant effect
