IR Leader
April 30, 2013
In October 2012, the Toronto Stock Exchange (TSX) issued a ‘Request for Comment’ with regard to proposed amendments to Part IV of the TSX Company Manual that would require all issuers to institute majority voting for uncontested director elections. CIRI submitted a comment letter to TSX on November 5, 2012.
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Top Stories

Canadian Securities Regulators Undertake Review Following Loss of Personal Information

The Canadian Securities Administrators (CSA) announced that, as part of its ongoing oversight, it is reviewing the Investment Industry Regulatory Organization of Canada's (IIROC) policies, procedures and controls as a result of the recent accidental loss of a portable device containing personal information about clients of some IIROC member firms.

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New Service Provider for the Operation of the CSA National Systems

The Canadian Securities Administrators (CSA) are pleased to announce that a new service agreement has been entered into with CGI Information Systems and Management Consultants Inc. (CGI) pursuant to which CGI will take over the hosting, operation and maintenance of the System for Electronic Documents Analysis and Retrieval (SEDAR), the System for Electronic Disclosure by Insiders (SEDI) and the National Registration Database (NRD) (collectively, the CSA National Systems) later this year when the agreement with the current service provider expire.

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Market Value: Professional Investors' Views About Financial Reporting in Canada

This publication highlights the key takeaways from interviews with Canadian professional investors about their experience regarding: the transition to IFRSs; how they use financial reports; the information they use in decision making; their views on non-GAAP measures; and areas of reporting that should be improved. Conducted in conjunction with PwC and Veritas Investment Research, this publication summarizes over 30 interviews with chief investment officers, portfolio managers, and buy- and sell-side analysts.

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The Competing Visions of the CSA and AMF on Shareholder Rights Plans and Take-over Bid Defensive Tactics

The Canadian Securities Administrators have published proposed National Instrument 62-105 Security Holder Rights Plans and the proposed companion policy (the 'CSA Proposal') with the aim of establishing a new regulatory framework for dealing with shareholder rights plans (poison pills). If the CSA Proposal is enacted, it would mean that a rights plan which has been approved by the shareholders within certain time frames could remain in place in the face of a hostile take-over bid and not be ordered cease traded by a securities regulator. If implemented, the CSA Proposal would therefore bring an end to the Canadian era of "there comes a time when the pill has got to go."

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Sustainability Accounting Standards Board Develops Industry Standards of Sustainability Disclosure for SEC Filings

Following up on our earlier report, yet another group is determined to require public companies to disclose sustainability issues in SEC filings. The Sustainability Accounting Standards Board (SASB) held a conference recently to discuss its standard-setting process.

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New Shareholder Rights Plan Proposal May Act As Catalyst For Proxy Contests

Last month, the Canadian Securities Administrators (CSA) published for comment proposed National Instrument 62-105 (NI 62-105), a discussion on which can be found here. The proposal suggests a new regulatory framework for the treatment of shareholder rights plans or 'poison pills'. In essence, the proposal creates a more flexible framework of defensive tactics that can be used by target boards and shareholders. If adopted, NI 62-105 would significantly change the Canadian M&A landscape.

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Republican Lawmaker Faults SEC for Not Lifting Advertising Ban

A Republican in the House of Representatives questioned on Wednesday whether federal securities regulators still have the legal authority to enforce a longtime ban on general advertising for private placements that was to have been lifted last summer.

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Put Spontaneity In Its Place

There are good reasons for boards and senior executives to use Twitter and Facebook. With a few exceptions, investor relations still isn't one of them.

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Poison Pills Get a Boost

Proposed shareholder rights rules will help target companies fend off hostile bids.

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