a material change because the company was no longer able to carry
on its principal business.
 In Theratechnologies inc. v. 121851 Canada inc.,30 a pharmaceutical company’s response to the questions of an advisory
committee about the potential side effects of a drug pending regulatory approval was held not to be a material change. The potential side effects of the drug had already been disclosed to
shareholders well before the regulator published its questions and
there was no new information about the side effects of the drug
that required timely disclosure.
 In Kerr v. Danier Leather Inc.,31 intra-quarterly results
indicating a possible failure to reach forecast sales because of
unseasonable weather was held not to constitute a material
change to the business, operations or capital of the company
because the weather that triggered the drop in sales was external
to the company and its business.
2. Disclosure of regulatory investigations
 Pursuant to statute, the investigation by a securities regulator is confidential.
 Under the Ontario Securities Act, no person or company
may disclose the nature or content of an investigation order, the
nature or content of any demands for production, or the fact that
any document was produced to an investigator, at any time, except
to counsel.32 To disclose the existence of an investigation, including
any request for and production of documents, the issuer must
first obtain an order from the commission authorizing the
disclosure on the grounds that it is in the public interest. The
Guidelines for Staff Disclosure of Investigations, set out in Staff
Notice 15-703, indicate that the “general rule” is that there will
be no public disclosure of information about an ongoing or closed
 Under U.S. federal securities law, there is no general obligation to disclose an ongoing SEC investigation to investors. The
SEC’s Form 8-K, which identifies matters that require immediate
reporting, does not include reporting a regulatory subpoena.
30  2 S.C.R. 106,  S.C.J. No. 18, 2015 SCC 18.
32 Ontario Securities Act, R.S.O. 1990, c. S.5, ss. 11, 13, 16, 17.
33 OSC Staff Notice 15-703, s. 5, Guidelines for Staff Disclosure of Investigations
(2004), 27 OSCB 8520. SEC Form 8-K Current Report.