The Canadian Securities Administrators (the "CSA")
recently adopted amendments to National Instrument
54-101 Communication with Beneficial Owners of Securities of
a Reporting Issuer, National Instrument 51-102 Continuous
Disclosure Obligations, and related forms and companion
policies, intended to improve communications between
reporting issuers and their shareholders.
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A new report by the Professional Accountants in Business (PAIB) Committee of the International Federation of Accountants (IFAC) shows that good governance is not just about protecting stakeholders' interests and satisfying regulatory requirements.
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There are few circumstances in which courts will allow obvious errors committed by a decision-maker to go uncorrected. However, one situation in which courts will not intervene to correct a mistake is the valuation of a corporation's shares when the parties have agreed to refer the decision to a valuator.
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The Canadian Securities Administrators (CSA) announced today the adoption of amendments to National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 Continuous Disclosure Obligations, which intend to improve communications between reporting issuers and their shareholders in the proxy voting process.
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A recent conference in Toronto organized by Canada's Venture Capital & Private Equity Association (CVAC) featured a presentation by Matthew Cumming and Andrew Matheson, both partners at McCarthy Tétrault LLP and adjunct professors in the University of Toronto Law School, on the key legal tools shareholders have at their disposal to exert influence on the companies they've invested in.
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Despite the effort that Canadian companies make to properly identify, vet, and educate director nominees, for most of these companies, unknown, unproven and, at times, undesirable director candidates can be nominated directly from the floor of shareholder meetings – with no advance notice or disclosure to shareholders or management.
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Institutional Shareholder Services (ISS) has released its 2013 updates to corporate governance policy, which include some variations from the proposed updates it issued mid-October for public comment.
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Outrage over rising executive pay levels during the economic crisis of 2008 was the driving force behind the "Say on Pay" rule, a component of the 2010 Dodd-Frank Act that gave shareholders a nonbinding vote on executive pay.
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On October 4, 2012, the Toronto Stock Exchange (TSX) adopted amendments to Part IV of the TSX Company Manual
(Manual), implementing new provisions for the election of directors of TSX-listed companies. In short, companies
listed on the TSX will either have to adopt a "majority-voting" policy for the election of directors, or disclose publicly
why they have not done so.
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