OSC Clarifies Expectations Regarding Corrective Disclosure

March 23, 2018

The OSC has revised OSC Staff Notice 51-711 (Revised) Refilings and Corrections of Errors to clarify and expand on its expectations with respect to amendments to an issuer’s continuous disclosure record, website or social media to comply with continuous disclosure requirements. These types of amendments are generally referred to as “corrective disclosure” and include the following:

  • Restatement and refiling of financial statements;
  • Amending and refiling previously filed continuous disclosure documents;
  • Filing documents that were to have been previously filed; and
  • Clarifying or removing website or social media content.

Where corrective disclosure is the result of deficiencies identified by the issuer, the OSC or the issuer’s advisors during a staff review, the issuer will be placed on the OSC’s public list of refilings and errors and will remain there for three years from the date of the corrective disclosure. Issuers will be added to the list regardless of whether the corrective disclosure is voluntary. It is expected that an issuer publicly disseminate a news release identifying errors leading to corrective disclosure, as well as how the issuer proposes to correct the disclosure.

Issuers who become the subject of a staff review will find the Staff Notice to be helpful as it includes responses to frequently asked questions about errors identified during a staff review and corrective disclosure and news releases.

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