The Ontario Securities Commission granted an issuer’s request to keep a management information circular, which contained inaccuracies and outdated information, confidential for an indefinite period. The issuer had filed the incorrect circular on SEDAR, which included misleading information about the slate of dissident nominee directors. This could potentially confuse investors and prejudice the interests of the inaccurately named individuals.
To rectify the situation, the issuer filed a corrected circular and requested that the incorrect version be kept private. The Securities Commission agreed that the incorrect circular’s confidentiality outweighed the principle of public access, as its disclosure was not in the public interest and would not affect investment decisions. The decision was based on the Securities Act (Ontario), sections 140(1) and 140(2), and the issuer was not in default of any securities legislation. The corrected circular superseded the incorrect one, and keeping the latter private would not harm the public or investors.