marketing, communications and public relations enterprise. Mr.
Nadal founded MDC in 1986, and it grew into one of the largest and
most successful marketing and communications firms in the world.
 MDC’s shares traded on the TSX and on NASDAQ, where
98.2 per cent of the trading occurred. Presently, an unknown
number of shareholders reside in Canada, and they hold between
0.8 per cent and 2.6 per cent of MDC’s shares.
 Up until November 11, 2015, when the listing on the TSX
was voluntarily delisted, MDC’s Class A subordinate shares were
listed on both the TSX and NASDAQ. MDC is a reporting issuer
in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario,
Quebec, New Brunswick, Nova Scotia, Prince Edward Island and
Newfoundland and Labrador. It is a “responsible issuer” under
the Ontario Securities Act and in the concordant securities statutes across Canada.
 Under the securities statutes in Canada and in the U.S.,
MDC has continuous disclosure obligations. In the U.S., the securities regulator is the Securities and Exchange Commission
(“SEC”). In the U.S., MDC files and releases documents on
“EDGAR” (the Electronic Data Gathering, Analysis and Retrieval
system). In Canada, MDC files documents on “SEDAR” (the System
for Electronic Document Analysis and Retrieval).
 As an SEC issuer under National Instrument 51-102
(“NI 51-102”), MDC relies on public disclosure documents filed in
the U.S., in accordance with U.S. federal securities laws and regulations, to meet its continuous disclosure obligations under
 During the class period, Mr. Nadal was MDC’s president,
CEO (chief executive officer) and chairperson of its board of
directors. He resigned on July 20, 2015. Mr. Nadal certified MDC’s
annual and interim filings on Form 10-K and Form 10-Q, and he
authorized the dissemination of the news releases on Form 8-K.
 During the class period, Mr. Doft was MDC’s CFO (chief
financial officer). He certified MDC’s annual and interim filings
on Form 10-K and Form 10-Q, and authorized the dissemination
of the news releases on Form 8-K.
 During most of the class period, Mr. Sabatino was MDC’s
CAO (chief accounting officer).
 MDC’s auditor is BDO USA LLP. BDO was originally
named as a defendant in this action. Mr. Paniccia, however, discontinued the claim with prejudice as against BDO in 2016.
 MDC reported its financial results in accordance with
“U.S. GAAP” (U.S. Generally Accepted Accounting Principles).
From 2012 to 2016, BDO provided an unqualified or “clean” audit