Can a company amend its prospectus or publicize and file a report for the modification of material facts?

Canada (Federal), Canada

The following excerpt is from Kerr v. Danier Leather Inc., [2007] 3 SCR 331, 2007 SCC 44 (CanLII):

32 The Securities Act is remedial legislation and is to be given a broad interpretation: Pezim v. British Columbia (Superintendent of Brokers), 1994 CanLII 103 (SCC), [1994] 2 S.C.R. 557. It protects investors from the risks of an unregulated market, and by its assurance of fair dealing and by the promotion of the integrity and efficiency of capital markets it enhances the pool of capital available to entrepreneurs. The Act supplants the “buyer beware” mind set of the common law with compelled disclosure of relevant information. At the same time, in compelling disclosure, the Act recognizes the burden it places on issuers and in Part XV sets the limits on what is required to be disclosed. The problem for the appellants is that when a prospectus is accurate at the time of filing, s. 57(1) of the Act limits the obligation of post-filing disclosure to notice of a “material change”, which the Act defines in s. 1 in relevant part as a change in the business, operations or capital of the issuer that would reasonably be expected to have a significant effect on the market price or value of any of the securities of the issuer . . . ; An issuer has no similar express obligation to amend a prospectus or to publicize and file a report for the modification of material facts occurring after a receipt for a prospectus is obtained. That is where the legislature has drawn the line.

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