In Mr. Mintzer’s opinion, Mr. Nadal’s ability to receive
reimbursements for invalid, undisclosed, non-business-related
expenses during the class period demonstrated that MDC’s ICFR
were ineffective. He opined that MDC’s decision to introduce new
measures to improve and strengthen its internal controls and
procedures was evidence that its ICFR had been misrepresented
as effective when it was not.
 Mr. Mintzer was cross-examined. During his cross-examination, he acknowledged that (a) he is not qualified to give
legal opinions about securities law; (b) when a company’s auditors render an unqualified or clean audit opinion, they are certifying that the company’s financial statements are free from
misstatements that are material individually or in the aggregate,
and therefore “fairly represent the picture of the company within
materiality limits”; (c) in forming his opinion, he did not review
BDO’s work papers and he did not refer to the auditors’ opinion
in his report; (d) the SEC never required MDC to restate any of
its public financial disclosure; (e) it is possible to have material
misstatements despite effective ICFR; (f) auditors will not provide
a clean report with respect to the effectiveness of ICFR if they
identify any material weaknesses in a company’s ICFR; and (g)
EBITDA is a non-standard measure.
1. The statutory cause of action for misrepresentations in the
 Securities statutes are remedial legislation and are to be
given a broad interpretation.6 Section 1.1 of the Ontario
Securities Act specifies the purposes of the Act to be (a) to provide protection to investors from unfair, improper or fraudulent practices;
and (b) to foster fair and efficient capital markets and confidence
in capital markets. The primary purpose of securities statutes is
the protection of the investor with other goals including ensuring
public confidence in the system and market efficiency.7 To achieve
these goals, securities statutes require companies whose shares are
traded in the secondary market, among other things, to regularly
disclose certain information to the regulator and to investors.
6 Kerr v. Danier Leather Inc.,  3 S.C.R. 331,  S.C.J. No. 44,
at para. 32.
7 Pezim v. British Columbia (Superintendent of Brokers),  2 S.C.R. 557,
 S.C.J. No. 58; Brosseau v. Alberta (Securities Commission),  1
S.C.R. 301,  S.C.J. No. 15, at p. 314 S.C.R.