IR Leader
February 05, 2013

Top Stories

Proposed Rules Aim to Make Share Ownership Levels More Transparent

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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Canadian Securities Administrators Renew Term of Chair, Appoint New Vice-Chair

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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BCSC Releases 2012 Mining Report

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 NYSE and Nasdaq Finalize New Rules for Compensation Committees

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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Developments in Defensive Tactics

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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2012 Securities Law Review

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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Advance Notice By-Laws Part III - Advance Notice By-Laws Gain Greater Acceptance in Canada; Sample Updated By-Law

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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Short Tips for Preparing for the 2013 Proxy Season in Canada

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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Board Takeaways for 2013

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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