There are two categories of continuous disclosure: (1)
periodic disclosure of material facts in documents such as financial statements, proxy circulars and insider trading reports; and
(2) timely disclosure when there has been a material change in
the company’s affairs, i.e., a matter that materially affects the
company’s business, operations or capital must be disclosed at
the time it occurs. The Act supplants the buyer beware orientation of the common law with compelled disclosure of relevant
information, but in in compelling disclosure, the Act recognizes
the burden it places on issuers and the legislation sets the limits
on what is required to be disclosed, namely, material facts and
 Securities statutes enforce the disclosure requirements
imposed on companies with statutory causes of action. The major
constituent elements of the statutory causes of action for misrepresentations in the secondary market are (a) the making of
a misrepresentation or the failure to disclose a material fact; (b)
a public correction of the false information; and (c) the trading of
a security between the time of the misrepresentation or the failure to disclose a material fact.
 To plead the statutory causes of action, the plaintiff should
(a) identify the inculpatory statement or omission and when it
was made or ought to have been made; (b) specify the falseness of
the inculpatory statement; and (c) identify the public correction
and when it was made.9
 The specification of the public correction is important
because it determines the class period for the purposes of determining class membership and it is a factor in the calculation of
damages under Part XXIII.1 of the Ontario Securities Act.10 The
phrase “publicly corrected” is not defined in the Ontario Securities
Act, and it is taken from economic theory about how to measure
damages for misrepresentations that affect the value of securities
trading in the primary or secondary market. A key identifier of
a public correction is that it can be shown to have a statistically
significant impact on market prices.11
8 Kerr v. Danier Leather Inc., supra, at para. 32.
9 Mask v. Silvercorp Metals Inc. (2016), 132 O.R. (3d) 161,  O.J. No.
4436, 2016 ONCA 641, at para. 15, affg  O.J. No. 5471, 2015 ONSC
5348 (S.C.J.), at paras. 22-23.
10 Drywall Acoustic Lathing and Insulation Local 675 Pension Fund (Trustees
of) v. SNC-Lavalin Group Inc.,  O.J. No. 4918, 2016 ONSC 5784 (S.C.J.).
11 Drywall Acoustic Lathing and Insulation Local 675 Pension Fund v. SNC-Lavalin Group Inc., supra.