Canada's securities regulators are preparing to unveil new rules that will make it easier for companies to find out when investors are accumulating large positions in their shares.
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At the latest meeting of the members of the Canadian Securities Administrators (CSA), held in Vancouver on January 23 and 24, 2013, the term of CSA Chair Bill Rice, President and CEO of the Alberta Securities Commission, was renewed until March 31, 2015. Mr. Rice was first appointed CSA Chair in January 2011.
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On January 24, 2013, the British Columbia Securities Commission ('BCSC') released its 2012 Mining Report (the 'Report'). The Report is the first of its kind for the BCSC and serves to strengthen the BCSC's efforts to be Canada's leading junior mining regulator. The Report provides an overview of the common pitfalls in mining disclosure and outlines areas where market participants could improve their disclosure.
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The New York Stock Exchange and Nasdaq have finalized changes to their listing standards relating to compensation committees. The changes, which were mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act, pertain to the independence of compensation committee members and their responsibilities when retaining advisers.
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It has historically been challenging for target boards in Canada to defend against hostile bids. In 2012, that challenge appeared to grow somewhat, but there are some suggestions that new rules expected to be proposed by the Ontario Securities Commission (OSC) in 2013 might ultimately provide target boards with new powers
to defend against these bids.
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This securities law review provides a brief overview of some key securities law developments over the past year. This review also comments on two of 2013's proposed legislative changes.
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Shareholders of Canadian public companies have in the past devised schemes to remove existing directors by nominating a dissident slate from the floor of a shareholder'' meeting to the surprise and prejudice of other shareholders. Advance notice by-laws were designed to prevent such ambushes, and to ensure that all shareholders are treated fairly and provided with timely information in connection with the nomination of directors.
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To assist in preparing for the 2013 proxy season, this article highlights certain developments over the last year which may be of particular relevance to corporate secretaries and in-house counsel of public companies.
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What topics should CFOs get their arms around so they won’t seem out of touch at board meetings this year?
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