Legal proceedings

A reporting issuer must disclose whether it, or a subsidiary, is party to any legal proceeding material to its business, and describe the nature and status of any such proceeding. This standard, recurring disclosure item appears in the annual information form, where one is filed — filing an AIF is mandatory only for a non-venture issuer — and in related continuous disclosure filings more generally. This article is the wiki's plain-language rendering of that disclosure item; the authoritative statement for a specific reporting period is the applicable filing on SEDAR+ or the equivalent registry in the applicable jurisdiction.

Standard disclosure statement

Where no material legal proceeding exists, the standard form of this disclosure item states that the issuer and its subsidiaries are not party to any legal proceeding that management considers material to the business, financial condition, or operations of the company. Where a material proceeding does exist, the item instead describes its nature and status. This wiki does not restate the current-period value of that statement, because it is current only as of the filing date and changes at each reporting cycle. The authoritative, current statement for Woodfine Capital Projects Inc. and its subsidiaries is the applicable filing on SEDAR+ or the equivalent registry in the applicable jurisdiction, not this article — consistent with how this wiki discloses other reporting-period-specific items, such as the named-expert disclosure described in Experts. A change in status is reported through the material change reporting process described in Material Change Reporting at the time it occurs, and reflected here as background context at the next scheduled review.

Regulatory actions

Separately from the current-period statement above, this wiki discloses one known regulatory action at the vehicle level: Professional Centres Canada LP is currently subject to a cease-trade order issued by the British Columbia Securities Commission (BCSC), arising from delayed continuous-disclosure filings rather than any finding of fraud or misconduct. The partnership has no current limited partners for whom this order is an active transaction condition. The partnership must bring its outstanding filing obligations current and obtain the BCSC's revocation before any future offering of units can close. See [[professional-centres-canada-lp-structure|Professional Centres Canada LP — Direct-Hold Solution Structure]] for the full disclosure at the partnership level.

What counts as a material legal proceeding

Not every legal dispute a company or its subsidiaries encounters rises to the level of a disclosable material legal proceeding. The disclosure threshold generally applies to proceedings that, individually or in aggregate, could have a significant effect on the company's financial position, its ability to operate an asset, or its reputation with investors and counterparties. Routine matters — a contractor payment dispute of ordinary magnitude, a tenant default proceeding handled in the normal course of property management — are not ordinarily disclosed as material legal proceedings unless their scale or outcome would reasonably be expected to affect an investor's assessment of the company.

Review cycle

Legal proceedings disclosure is reviewed and updated each reporting period, consistent with the annual reporting cycle and the quarterly interim reporting cycle applicable to a reporting issuer. A change in status — the initiation of a new material proceeding, or the resolution of an existing one — is reflected in this article at the next scheduled review, and, where the change meets the materiality threshold for a [[about-material-change-reporting|material change report]], through the immediate disclosure process that applies to material changes generally.

Scope across jurisdictions

Because the Direct-Hold Solutions are designed to operate across Canada, the United States, Spain, and Mexico as each vehicle is established, legal proceedings disclosure covers proceedings arising in any jurisdiction in which the company or an established Direct-Hold Solution operates, not solely proceedings filed in the company's jurisdiction of incorporation.

See also

• Material Contracts — the parallel AIF disclosure item for significant agreements
• Material Change Reporting — the immediate disclosure process for material developments
• Statutory Rights — investor rights relevant to disclosure accuracy
• Professional Centres Canada LP — Direct-Hold Solution Structure — the full regulatory-standing disclosure for the one vehicle currently subject to a BCSC order