This article posted on our partner site Mondaq.com is pertinent because it explains what is meant by a “material change” when it comes to reporting obligations for Canadian businesses. For example, it was determined that only changes in an issuer’s business, operations or capital would, if material, require disclosure while events or developments that are external to the issue are not required to be reported. It also summarizes the key reasons outlined by the Ontario Securities Commission in the 2008 AIT Advanced Information Technologies Corp. decision which clarified what “triggering of a material change in a merger transaction” meant. Businesses will find this decision useful for determining best practices in M&A transactions for public disclosure, how letters of intention should be carefully used and the potential benefits of confidentiality and exclusivity agreements concerning disclosure obligations.
Letter of Intent
Share Purchase Agreement