IR Leader
May 07, 2013

Top Stories

From or Not From Concentrate. Potential Changes to the U.K. Audit Market Could Have Significant Global Implications

Following a comprehensive sixteen month study of the supply of statutory audit services to large companies, the U.K. Competition Commission (CC) is now seeking views on a list of possible remedies to address what the CC considers to be adverse effects on competition. But will they have unintended consequences for global audit quality?

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The Moral Law Within Corporations

With their credibility and integrity professional accountants can play a big role in putting the conscience into corporations.

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Insider Trading - ASC's Practical Approach to "Material Fact"

An insider trading decision of the Alberta Securities Commission (the "Commission") released on April 10, 2013, provides a thoughtful and practical approach by a securities commission to its assessment of what constitutes a "material fact".

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OSC Takes Steps to Eliminate Canadian Wrappers for Foreign Offerings

Offerings of securities in other jurisdictions are frequently extended to purchasers in Canada on a private placement basis. However, it is generally necessary to include with the foreign offering document a Canadian wrapper that contains disclosure required under the securities legislation of the various Canadian jurisdictions where the offering is made. Also, it may be necessary to obtain relief from certain Canadian securities regulators in order to permit specified disclosure contained in the foreign offering document, such as a listing representation, that is not permitted under local rules.

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NYSE Proposes to Remove Separate Voting Standard for Listed Companies

The New York Stock Exchange (NYSE) recently filed a proposal with the Securities and Exchange Commission (SEC) to delete Rule 312.07 of its listing standards. The historically controversial shareholder voting rule currently defines "shareholder approval" as a majority of the votes cast on a matter, provided that the total votes cast on the matter represent over 50% in interest of all shares entitled to vote on the proposal. The voting standard applies to disclosures under NYSE Rules 303A-08 and 312.03.

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Algorithms, Indexes and the IRO

What’s the impact of stock trading trends on IR?

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The Problem of Zombie Directors (Part 1)

Majority vote provisions are a relatively recent innovation. Under the laws of most states, directors are elected by a plurality of the votes cast. See DCGL 216(c). That means that the candidates who receive the most number of votes are elected, irrespective of the number of no votes (designated as "withheld" on the proxy card). To the extent that the number of candidates equals the number of vacancies on the board, the nominees in a plurality system always win.

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