B-6 SUMMARY OF LIABILITIES TYPE OF CLAIM: CLAIMS AGAINST: MISREPRESENTATION – Issuer’s Failure to Make Timely Disclosure of a Material Change Responsible Issuer Plaintiff proves it acquired or disposed of securities between time when material change had to be disclosed and later disclosure Defences: Issuer made a Reasonable Investigation, Plaintiff knew of failure to make timely disclosure, Reliance on Experts, Confidential Disclosure of material change had been made to OSC Director of Responsible Issuer Plaintiff proves it acquired or disposed of securities between time when material change had to be disclosed and later disclosure, and that the director authorized that, permitted or acquiesced in the failure Plaintiff proves director knew of change at time failure to disclosure occurred and that it was material, or the director deliberately avoided acquiring knowledge, or the director was guilty of gross misconduct Defences: Director made a Reasonable Investigation, Plaintiff knew of failure to make timely disclosure, Reliance on Experts, Corrective Action, Confidential Disclosure of material change had been made to OSC Officer of Responsible Issuer Plaintiff proves it acquired or disposed of securities between time when material change had to be disclosed and later disclosure, and that the officer authorized, permitted or acquiesced in the failure Defences: Officer made a Reasonable Investigation, Plaintiff knew of failure to make timely disclosure, Reliance on Experts, Corrective Action, Confidential Disclosure of material change had been made to OSC Influential Person Plaintiff proves it acquired or disposed of securities between time when material change had to be disclosed and later disclosure, and that the Influential Person knowingly influenced the issuer to fail to make timely disclosure or a director of officer of the issuer to authorize, permit or acquiesce in the failure to make timely disclosure Where Influential Person is not a fund manager, the plaintiff proves the Influential Person knew of change at time failure to disclosure occurred and that it was material, or the director or officer deliberately avoided acquiring knowledge, or was guilty of gross misconduct Defences: Reasonable Investigation if a fund manager, Plaintiff knew of failure to make timely disclosure, Reliance on Experts, Corrective Action, Confidential Disclosure of material change had been made to OSC Director or Officer of Influential Person Plaintiff proves it acquired or disposed of securities between time when material change had to be disclosed and later disclosure, and that the director or officer knowingly influenced the issuer to fail to make timely disclosure or a director of officer of the issuer to authorize, permit or acquiesce in the failure to make timely disclosure Where director or officer is not a director or officer of a fund manager, the plaintiff proves director or officer either knew of change at time failure to disclosure occurred and that it was material, the director or officer deliberately avoided acquiring knowledge or was guilty of gross misconduct Defences: Reasonable Investigation if director or officer of a fund manager, Plaintiff knew of failure to make timely disclosure, Reliance on Experts, Corrective Action, Derivative Information, Confidential Disclosure of material change had been made to OSC Expert Not relevant Spokesperson Not relevant 62 <strong>LITIGATION</strong> <strong>UNLEASHED</strong> STIKEMAN ELLIOTT LLP
Summary of Defences C APPENDIX