CIRI Advocates for Increased Shareholder Disclosure
On Wednesday, March 13, 2013 the Canadian Securities Administrators (CSA) issued proposed amendments to:
The proposed amendments include:
Multilateral Instrument 62-104 Take-Over Bids and Issuer Bids;
National Policy 62-203 Take-Over Bids and Issuer Bids; and
National Instrument 62-103 Early Warning System and Related Take-Over Bid and Insider Reporting Issues.
The request for comments addresses a number of other issues including enhanced disclosure in the early warning news release and required reports; and disclosure of "hidden ownership" (use of derivatives to avoid early warning requirements) and "empty voting" (e.g. securities lending) arrangements. To read the CSA proposed amendments, click here.
reducing the early warning reporting threshold to 5% from 10%; and
disclosing both increases and decreases in ownership of 2% or more.
CIRI has been a leading advocate for changes to the early warning system since the beginning of 2011. These proposed changes are consistent with CIRI's position with one exception - we have been advocating for a reduction in the subsequent incremental reporting threshold from 2% to 1%.
CIRI maintains that increased shareholder disclosure will improve the transparency and integrity of the Canadian capital market and so we are pleased to see these proposed changes from the CSA. CIRI will be preparing a submission and we encourage issuers to weigh in on this important matter. To make this easier, CIRI will prepare a template letter that can be customized by issuers and submitted to the CSA. The deadline for submissions is June 12, 2013.