IR Leader
January 22, 2013

Top Stories

Disclosure Tips for 2013

The proxy and annual reporting season has begun, with relatively few changes in reporting requirements from last year. Here are some tips to take you through the season and prepare for changes to come.

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The Global Competitiveness Report 2012-2013

For over 30 years, the World Economic Forum's annual Global Competitiveness Reports have studied and benchmarked the factors underpinning national competitiveness. From the onset, the goal has been to provide insight and stimulate the discussion among all stakeholders on the best strategies and policies to help countries to overcome the obstacles to improving competitiveness.

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Implementing New Canadian "Notice-and-Access" Rules for Electronic Posting of Proxy and Other Materials

The Canadian Securities Administrators (CSA) recently published final amendments to National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer (NI 54-101) that give reporting issuers and others the option to use the 'notice-and-access' method to post proxy-related materials on a website (in addition to SEDAR) instead of having to mail materials to registered holders (under National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) and to beneficial owners (under NI 54-101). Under NI 51-102, notice-and-access may also be used to post annual financial statements and management discussion & analysis (MD&A ) in lieu of sending such documents to all securityholders.

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Former Nortel Executives Acquitted of Fraud: Can Lessons be Learned from the Decision?

The much-anticipated judgment in R v. Dunn, in which the former CEO, CFO, and Controller of Nortel Networks were prosecuted for fraud in association with inaccuracies in Nortel's reported financial results, was released on January 12. All three were acquitted.

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Can't I Let Non-Accredited Investors in My 506 Round?

Crowdfunding is not yet legal, but the crowd is getting anxious. I was recently pressed by someone, "Can't I let a non-accredited investor in my 506 round? The rule says that I can have 35 non-accrediteds in my round."

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Annual Consolidated Compliance Report

The Investment Industry Regulatory Organization of Canada last month released its annual compliance report for 2012. The report, intended to help dealers comply with regulatory expectations, outlines common deficiencies found in IIROC staff's compliance examinations in the last year, and also sets out IIROC's examination priorities for the current fiscal year.

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Errors Mount at High-Speed Exchanges in New Year

Confidence-shaking technology mishaps have been an almost daily occurrence at the nation's stock exchanges in the new year.

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IIROC Releases Statistical Analysis of High Frequency Traders

Last month, the Investment Industry Regulatory Organization of Canada published the first two phases of a study into high-frequency trading (HFT) in Canadian equity markets. The report, which provides a statistical analysis of the trading activity of a study group of traders with relatively high order-to-trade (HOT) ratios between August 1 and October 31, 2011, is intended to assist regulators in determining the most appropriate response to the growth of HFT over the last few years.

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2012 Capital Markets Review

The Capital Markets Review is well established as one of Osler's most popular publications. It contains analysis of events that have affected the Canadian capital markets during the past twelve months, along with views regarding expected market developments in 2013. Included in this publication is a general review of Canadian M&A and corporate finance activity in 2012, as well as other articles describing trends and other developments in the Canadian capital markets.

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Overcompensating

For Canada's 100 highest paid CEOs, the rewards start clocking in very early into the New Year.

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Are Your Executives Posting Company Information on Facebook or Other Social Media Web sites? The SEC Is Watching

On December 6, online movie rental company Netflix filed a Form 8-K announcing that, the day earlier on December 5, Netflix and its CEO, Reed Hastings, each received a 'Wells Notice' from the SEC Staff indicating its intent to recommend that the SEC institute a cease and desist proceeding and/or bring a civil injunctive action against Netflix and its CEO for violations of Regulation FD, 13(a) of the Securities Exchange Act of 1934 and Rules 13a-11 (Current Reports on Form 8-K) and 13a-15 (Controls and Procedures) under the Exchange Act.

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SEC Probe of Netflix Highlights Legal Risks of Social Media

The U.S. regulatory probe of a Facebook posting by Netflix CEO Reed Hastings is raising questions about whether the 43-word message violates a rule requiring that material information be released to all investors at the same time. The outcome of the investigation is important to all companies that use social media to share information about their business with followers.

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