or such other persons acting in a similar capacity is probable,
(b) when used in relation to an issuer that is an investment fund,
( i) a change in the business, operations or affairs of the issuer that
would be considered important by a reasonable investor in
determining whether to purchase or continue to hold securities
of the issuer, or
( ii) a decision to implement a change referred to in subclause ( i)
(A) by the board of directors of the issuer or the board of
directors of the investment fund manager of the issuer or
other persons acting in a similar capacity,
(B) by senior management of the issuer who believe that con-
firmation of the decision by the board of directors or such
other persons acting in a similar capacity is probable, or
(C) by senior management of the investment fund manager
of the issuer who believe that confirmation of the deci-
sion by the board of directors of the investment fund
manager of the issuer or such other persons acting in
a similar capacity is probable;
“material fact”, when used in relation to securities issued or proposed to be
issued, means a fact that would reasonably be expected to have a significant
effect on the market price or value of the securities.
 The definition of a misrepresentation of material fact in
Canada is derived from American jurisprudence, namely, the U.S.
Supreme Court’s decision in TSC Industries, Inc. v. Northway,
Inc.15 Materiality is determined objectively from the perspective
of what a reasonable investor would consider important in deciding to invest and at what price, and the business judgment rule
does not apply to determine what is material.16
15 426 U.S. 438 (1976); Sharbern Holding Inc v. Vancouver Airport Centre Ltd.,
 2 S.C.R. 175,  S.C.J. No. 23, 2011 SCC 23, at paras. 41-52; Donnini
(Re), 2002 LNONOSC 570, 25 OSCB 6225, at paras. 136-137, affd  O.J.
No. 3541, 37 B.L.R. (3d) 48 (Div. Ct.), revd (with respect to sanctions only)
(2005), 76 O.R. (3d) 43,  O.J. No. 240, 250 D.L.R. (4th) 195 (C.A.). The
TSC Industries test was adopted in Sparling v. Royal Trustco Ltd. (1984),
45 O.R. (2d) 484,  O.J. No. 3129, 6 D.L.R. (4th) 682 (C.A.), affd 
2 S.C.R. 537,  S.C.J. No. 64; Universal Explorations Ltd. (Re),  A.J.
No. 693, 17 B.L.R. 135 (C.A.); Inmet Mining Corp. v. Homestake Canada Inc.,
 B.C.J. No. 2588, 2003 BCCA 610.
16 Sharbern Holding Inc. v. Vancouver Airport Centre Ltd., supra; Wong v.
Pretium Resources Inc. (2017), 139 O.R. (3d) 353,  O.J. No. 3768, 2017
ONSC 3361 (S.C.J.), at paras. 29-31.