Securities Regulation: Another New Frontier for Greenwashing Claims in Canada?

In an ever-changing landscape, the outer bounds of greenwashing claims in Canada continue to shift and expand. The latest frontier may be securities regulation.

On August 20, 2025, a Canadian advocacy group, Investors for Paris Compliance (“I4PC”), filed a complaint with the Alberta Securities Commission concerning the net zero disclosures of certain oil and gas companies in Canada (the “Complaint”).^[1] While the Complaint remains at a very early stage, this new development highlights important parallels between Canadian securities regulation, on the one hand, and the regulation of anti-competitive business practices, on the other.

An overview of securities regulation in Alberta and British Columbia

In Alberta, securities law is governed by the Securities Act, R.S.A. 2000, c. S-4 (the “Alberta Act”) and associated regulations. Under the Alberta Act, the Alberta Securities Commission (the “Alberta Commission”) is responsible for administering the province’s securities regime. Members of the public may file enforcement complaints with the Alberta Commission, including allegations that a person or company has contravened securities law. 

Similarly, in British Columbia, securities law is governed under the Securities Act, R.S.B.C. 1996, c. 418 (the “BC Act”) and associated regulations. The British Columbia Securities Commission (the “BC Commission”) is responsible for administering the province’s securities regime. Individuals may file complaints with the BC Commission concerning the alleged misconduct of market participants, including public companies.

Complaints are a first step only in the process of provincial securities regulation and enforcement: not every complaint leads to prosecution or sanction. When it comes to I4PC’s submission on August 20, 2025, this means that it remains to be seen how the Alberta Commission may ultimately address the Complaint.  

Prohibitions on false or misleading statements under provincial securities law

Certain provisions of the Alberta Act and the BC Act expressly prohibit the making of false or misleading statements. Though not specific to greenwashing, the general scope of these provisions mean it is conceivable that they may extend to statements regarding environmental protection or climate change.

Section 92(4.1) of the Alberta Act provides that:

(4.1) No person or company shall make a statement that the person or company knows or reasonably ought to know

(a) in any material respect and at the time and in the light of the circumstances in which it is made,

(i) is misleading or untrue, or

(ii) does not state a fact that is required to be stated or that is necessary to make the statement not misleading, and

(b) would reasonably be expected to have a significant effect on the market price or value of a security . . .

Panels of the Alberta Commission have consistently interpreted this provision to require proof that: (i) a statement was made by the responding individual or company; (ii) the respondent knew or reasonably ought to have known that the statement was, in a material respect, untrue or omitted a fact required to be stated or necessary to make the statement not misleading; and (iii) the respondent knew or reasonably ought to have known that the statement would reasonably be expected to have a significant effect on the market price or value of a security.^[2]

Likewise, under s. 50(3) of the BC Act, any person engaged in a “promotional activity” (as defined in s. 1(1) of the BC Act) must not make a statement or provide information:

(a) that a reasonable investor would consider important in determining whether to purchase, not purchase, trade or not trade a security if the statement or information, at the time and in light of the circumstances in which the statement is made or the information is provided,

(i) is false or misleading, or

(ii) omits a fact necessary to make the statement or information not false or misleading, or

(b) that a reasonable person would consider important in determining whether to trade or not trade a derivative if the statement or information, at the time and in light of the circumstances in which the statement is made or the information is provided,

(i) is false or misleading, or

(ii) omits a fact necessary to make the statement or information not false or misleading.

Prohibitions on false or misleading statements under the Competition Act        

As covered in our recent article on greenwashing litigation in Canada, amendments to the Competition Act, R.S.C. 1985, c. C-34 (the “Competition Act”) in 2024 introduced new, express prohibitions for greenwashing in Canada. Enacted through Bill C-59, s. 74.01(1) of the Competition Act now casts a wide net over marketing statements concerning environmental protection, environmental benefits, and climate change.

In guidelines issued following the enactment of s. 74.01, the Competition Bureau addressed the application of provincial securities laws in this way:

In Canada, the provinces and territories are responsible for the regulation of securities. These regulations can include evolving frameworks for the voluntary and mandatory communication of certain environmental information to current and prospective securities investors. The Bureau does not concern itself with these representations. However, if the business reuses any of the environmental claims for the purposes of promoting a product or business interest outside of the sale of securities, the Bureau will apply the Act as appropriate.^[3]

With respect to the Complaint submitted by I4PC, a first step in the Alberta Commission’s analysis is likely to be one of jurisdiction. Given the nature and scope of the Complaint, does the Alberta Commission have the jurisdiction to address I4PC’s allegations?

This issue of jurisdiction may be a particularly live one in view of I4PC’s own characterization of the Complaint. As stated by I4PC in the Complaint:

The [Alberta Commission] and other securities regulators have established the materiality of environmental disclosures through staff notices and stated a general concern with overly promotional disclosure related to greenwashing. While this complaint could be filed with the Competition Bureau instead, investors have a strong interest in the credible and timely enforcement of securities law.^[4]

[Emphasis added.]

A new frontier for greenwashing claims in Canada?

With increased public attention on greenwashing and climate action, companies operating in Canada may soon find themselves defending marketing and disclosure statements on more than one front. This is unchartered territory for many businesses, warranting prudence and a proactive approach. Follow our Insights as we continue to monitor this emerging development and its implications for Canadian industry, businesses and regulators.

Various members of Lawson Lundell LLP’s Regulatory Compliance, Pensions and Employee Benefits, Corporate Commercial, and Litigation & Dispute Resolution groups frequently advise on matters involving securities regulation, the Competition Act, Bill C-59 and environmental marketing claims, and class proceedings across Canada. For inquiries about greenwashing litigation and/or related regulatory compliance, please reach out to one of our team members.