Supreme Court of Canada to Clarify Term "Material Change" in Securities Law Insight



The Supreme Court of Canada (SCC) will soon scrutinize the Ontario Court of Appeal (the Court)'s interpretation of the term "material change" pursuant to the Securities Act.[1]


In the 2022 Ontario Supreme Court decision, the motion judge dismissed a proposed class action related to Lundin Mining Corporation (Lundin)'s alleged failure to provide timely disclosure of material information, on the basis that there was no reasonable possibility of showing that the information at issue constituted a "material change" in Lundin's business.[2] On appeal, the Court overturned the lower court's decision, adopting a more expansive interpretation of material change.[3] On March 28, 2024, the SCC granted Lundin leave to appeal.

Key Takeaways and Next Steps

The SCC's decision will hopefully provide clarity to the longstanding uncertainty around what constitutes a material change. For additional information, contact any member of our Business Law Group.

[1] Securities Act, RSO. 1990, c S5.
[2] Markowich v Lundin Mining Corp, 2022 ONSC 81.
[3] Lundin Mining Corporation, et al v Dov Markowich, 2023 ONCA 359.

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