Case information

Securities — Civil procedure — Commencement of proceedings — Statutory cause of action for failure to make timely disclosure — Leave to proceed — Company not disclosing it was informed it would not be invited to negotiate remediation agreement when first told — Company disclosing decision that remediation agreement would not be available after being informed its further submissions were not accepted — Shareholder seeking to institute class action for company’s failure to make timely disclosure — Commencement of action requiring leave of the court based on whether there is reasonable possibility that the action will be resolved in favour of the plaintiff at trial — Motion judge and Court of Appeal dismissing motion for leave — What is a “material change” for the purpose of Canadian securities law? — Should the leave requirement modify or lessen the burden to show a “material change”? — Securities Act, R.S.O. 1990, c. S.5, ss. 138.3(4) and 138.8.

Case summaries are prepared by the Office of the Registrar of the Supreme Court of Canada (Law Branch). Please note that summaries are not provided to the Judges of the Court. They are placed on the Court file and website for information purposes only.

The applicant, John Peters, sought leave under s. 138.8, of Ontario’s Securities Act, to bring a statutory cause of action against the respondent, AtkinsRealis Group Inc. (previously known as SNC-Lavalin Group Inc.) (“SNC”) and some of its former executives for alleged failure to disclose forthwith a material change in SNC’s business, operations or capital, as required under the Securities Act. Mr. Peters also sought certification of the cause of action as a class action. The material change Mr. Peters alleged SNC had an obligation to disclose in a timely manner was the content of a telephone call that took place on September 4, 2018, when Public Prosecutions Services of Canada advised SNC that it would not be invited to negotiate a remediation agreement under the Criminal Code, which would have resolved a pending prosecution against SNC for fraud and corruption. The motion judge dismissed Mr. Peters’ motions. He concluded that there was no reasonable possibility, based on a plausible interpretation of the Securities Act and credible evidence, that there had been a change to SNC’s business, operations or capital. The Ontario Court of Appeal dismissed Mr. Peters’ appeal. It concluded that the motion judge made no error in adopting an expansive definition of change and in his finding that Mr. Peters had no reasonable prospect of success at trial.