A fact may be considered material if there is a substantial
likelihood that a reasonable investor would consider it important
in deciding whether to invest and at what price.17 A materiality
standard is a legislated and regulatory balancing between too
much and too little disclosure. In TSC Industries, Inc. v. Northway, Inc., the U.S. Supreme Court stated:18
. . . if the standard of materiality is unnecessarily low, not only may the corporation and its management be subjected to liability for insignificant omissions or
misstatements, but also management’s fear of exposing itself to substantial
liability may cause it simply to bury the shareholders in an avalanche of trivial
information — a result that is hardly conducive to informed decision making.
 Materiality is a contextual and fact-specific inquiry, determined on a case-by-case basis from the perspective of the reasonable investor and involves the application of a legal standard to
specific facts in light of all of the relevant circumstances and the
total mix of information.19 The court must therefore inquire into
what the reasonable investor would consider as significantly
altering the total mix of information made available to him or her
in the particular circumstances; this is a fact-specific inquiry, and
except in those cases where common sense inferences are sufficient, the party alleging materiality must provide evidence in
support of that contention.20
 In Sharbern Holding Inc. v. Vancouver Airport Centre
Ltd.,21 Justice Rothstein summarized the test for materiality and
the methodology for applying the test as follows:
In sum, the important aspects of the test for materiality are:
( i) Materiality is a question of mixed law and fact, determined objec-
tively, from the perspective of a reasonable investor;
( ii) An omitted fact is material if there is a substantial likelihood that
it would have been considered important by a reasonable investor
in making his or her decision, rather than if the fact merely might
have been considered important. In other words, an omitted fact is
material if there is a substantial likelihood that its disclosure would
have been viewed by the reasonable investor as having significantly
altered the total mix of information made available;
17 Sharbern Holding Inc. v. Vancouver Airport Centre Ltd., supra; Wong v.
Pretium Resources Inc., supra.
18 Supra, at pp. 448-49; approved in Sharbern Holding Inc. v. Vancouver Airport
Centre Ltd., supra, at para. 41.
19 Sharbern Holding Inc. v. Vancouver Airport Centre Ltd., supra, at paras. 52-58.
20 Sharbern Holding Inc. v. Vancouver Airport Centre Ltd., supra, at para. 58.
21 Supra, at para. 61.