LITIGATION UNLEASHED - Stikeman Elliott

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C SUMMARY OF DEFENCES NAME OF DEFENCE: DESCRIPTION: AVAILABLE FOR: AVAILABLE TO: Forward-Looking Information – Public Oral Statements 138.4(9)(9.1)(9.2) If the misrepresentation is in forward-looking information contained in a public oral statement, the defendant proves that • the person making the statement – made a cautionary statement that the oral statement contains forwardlooking information, – stated that (i) the actual results could differ materially from a conclusion, forecast or projection in the forwardlooking information, and (ii) certain material factors or assumptions were applied in drawing a conclusion or making a forecast for projection as reflected in the forward-looking information, and Misrepresentation in a public oral statement by or on behalf of issuer or influential person Issuer Directors of issuer Officers of issuer Influential persons Directors and officers of influential persons Experts Spokespersons – stated that additional information about (i) the material factors that could cause actual facts to differ materially from the conclusion, forecast or projection and (ii) the material factors or assumptions that were applied in drawing a conclusion or making a forecast or projection as reflected in the forward-looking information, is contained in a readily-available document or in a portion of such a document and has identified that document or the portion (138.4(9.1)), and • the defendant had a reasonable basis for drawing the conclusion or making the forecast or prediction (138.4(9) para. 2) 66 LITIGATION UNLEASHED STIKEMAN ELLIOTT LLP
SUMMARY OF DEFENCES C NAME OF DEFENCE: DESCRIPTION: AVAILABLE FOR: AVAILABLE TO: Reliance on Experts 138.4(11) The part of the document or public oral statement containing the misrepresentation is part of a report, statement or opinion made by an expert that the responsible issuer obtained the written consent of the expert to use, so long as the consent has not been withdrawn in writing before the document was released or the public oral statement made and Misrepresentation in core or non-core document released by or on behalf of issuer or influential person Misrepresentation in a public oral statement by or on behalf of issuer or influential person Issuer Directors of issuer Officers of issuer Influential persons Directors and officers of influential persons Spokespersons • the defendant did not know and had no reasonable grounds to believe that there had been a misrepresentation in that part of the document or public oral statement, and • that part of the document or public oral statement fairly represented the report, statement or opinion of the expert Corrective Action – Misrepresentation 138.4(15) The misrepresentation was made without the knowledge or consent of the defendant and if, after the defendant became aware of the misrepresentation before it was corrected, • the defendant promptly notified the issuer’s board of directors or other persons acting in a similar capacity of the misrepresentation, and Misrepresentation in core or non-core document released by or on behalf of issuer or influential person Misrepresentation in a public oral statement by or on behalf of issuer or influential person Directors of issuer Officers of issuer Influential persons Directors and officers of influential persons Experts Spokespersons • if no correction of the misrepresentation was made by the issuer within two business days after the defendant’s notification, the defendant promptly and in writing notified the Commission of the misrepresentation, so long as the disclosure was not prohibited by law or by professional confidentiality rules STIKEMAN ELLIOTT LLP LITIGATION UNLEASHED 67
Page 1 and 2:
LITIGATION UNLEASHED A Guide to Ont
Page 3 and 4:
TABLE OF CONTENTS 1 INTRODUCTION .
Page 5 and 6:
1 INTRODUCTION 1.1 What is Bill 198
Page 7 and 8:
2 THE NEW STATUTORY CIVIL LIABILITY
Page 9 and 10:
2.2 Causes of action 2.2.1 Introduc
Page 11 and 12: Where document released by influent
Page 13 and 14: • any director or officer of the
Page 15 and 16: on the part of the issuer. Gross mi
Page 17 and 18: Documents and public oral statement
Page 19 and 20: • in the case of a failure to mak
Page 21 and 22: 2.3.6 Corrective action taken Poten
Page 23 and 24: the price paid to repurchase them.
Page 25 and 26: stages of the proceeding, including
Page 27 and 28: 3.1.3 New violations The amendments
Page 29 and 30: • ordered to pay the OSC’s cost
Page 31 and 32: - analyst calls and meetings, - pro
Page 33 and 34: • having counsel review the exist
Page 35 and 36: 5 CONCLUSION Whether, by allowing f
Page 37 and 38: A Major amendments to the Securitie
Page 39 and 40: A (b) in the case of a director or
Page 41 and 42: A (b) the person who made the publi
Page 43 and 44: A (g) the period within which discl
Page 45 and 46: A (b) if no correction of the misre
Page 47 and 48: A Same (2) Subsection (1) does not
Page 49 and 50: Summary of Liabilities B APPENDIX
Page 51 and 52: SUMMARY OF LIABILITIES B-2 TYPE OF
Page 53 and 54: SUMMARY OF LIABILITIES B-3 Director
Page 55 and 56: SUMMARY OF LIABILITIES B-4 TYPE OF
Page 57 and 58: SUMMARY OF LIABILITIES B-5 Director
Page 59 and 60: Summary of Defences C APPENDIX
Page 61: SUMMARY OF DEFENCES C NAME OF DEFEN
Page 65 and 66: SUMMARY OF DEFENCES C NAME OF DEFEN
Page 67 and 68: Calculating Damages D APPENDIX
Page 69 and 70: Limits on Damages E APPENDIX
Page 71 and 72: Proposed Corporate Governance Rules
Page 73 and 74: F Issuers that comply with U.S. fed
Page 75: For more information, please call y
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LITIGATION UNLEASHED - Stikeman Elliott

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