“adjusted EBITDA”, which was used by MDC in its Q3 earnings
release ( i.e., its October 29, 2014 statement); (e) it omitted to disclose the true amount of Mr. Nadal’s compensation; and (f) it
misstated how MDC presented its segments of partner firms.
 On March 2, 2015, MDC released its 2014 annual reports,
audited financial statements and MD&A as certified by Messrs.
Nadal and Sabatino.
 The March 2, 2015 statement indicated that (a) the net
loss attributable to MDC for the 2014 fiscal year was $24.1
million and that its goodwill at the end of 2014 amounted to
$851.4 million; (b) Messrs. Nadal, Sabatino and Doft were not
permitted to waive any part of MDC’s code of conduct (which was
incorporated by reference into the annual report) unless disclosed
and approved by the board of directors, i.e., they were complying
with the code of conduct; and (c) based upon Messrs. Nadal’s
and Sabatino’s knowledge, the annual report, financial statement
and MD&A did not contain any untrue statement of a material
fact or omit to state a material fact in order to make the statements made, in the light of the circumstances under which they
were made, not misleading.
 Mr. Paniccia submits that the March 2, 2015 statement contained misrepresentations because (a) the statement omitted to
disclose the service of the SEC subpoena; (b) it omitted to disclose
MDC’s Special Committee about internal controls over accounting
and compliance with its code of conduct; (c) it omitted to disclose
the true amount of Mr. Nadal’s compensation; and (d) it misstated
how MDC presented its segments of partner firms.
 On April 27, 2015, Mr. Paniccia purchased 245 shares of
MDC on the TSX for $34.36 per share. That day, MDC’s common
shares closed at $33.80 on the TSX and $27.98 on the NASDAQ.
 After the market closed on April 27, 2015, MDC released
a statement indicating that the SEC had served a subpoena in an
investigation into MDC’s disclosure practices relating to (a) reim-
bursement of expenses incurred by Mr. Nadal; (b) accounting for
goodwill; (c) certain other accounting practices; and (d) the trading
in its securities by third parties. The statement also indicated that
MDC had formed a special committee of independent directors to
investigate the matters raised by the SEC’s subpoena and they were
implementing new policies and procedures. The statement stated:
Since October 5, 2014, the Company has been actively cooperating with the
production of documents for review by the Securities and Exchange Commis-
sion (the “SEC”) pursuant to a Subpoena. In connection with this production
of documents, the Company formed a Special Committee of independent
directors to review certain matters relating to the reimbursement of expenses
incurred by the CEO. The Special Committee is being advised by Bruch