In our post of May 2, we discussed the Toronto Stock Exchange's December 31, 2012 amendments to the Company Manual to require, among other things, that TSX listed issuers elect all of their directors annually. On July 10, the TSX issued a Staff Notice providing new guidance, and importantly for international listed issuers, setting out a framework for waiver applications.
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Toronto Stock Exchange ("TSX") is providing guidance in respect of the director election requirements (the "Requirements") in sections 461.1 to 461.4 of the TSX Company Manual (the "Manual").
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New rules will come into force on August 13, 2013, that will allow issuers and underwriters to engage in a broader range of
"pre-marketing" and "marketing" activities in the context of securities offerings but that will also introduce filing requirements with respect to marketing materials and new requirements with respect to investor road shows. The rules also provide specificity on certain aspects of bought deal arrangements. The rules, which will apply uniformly in all Canadian provinces, were adopted by the Canadian Securities Administrators as amendments to National Instrument 41-101 General Prospectus Requirements and certain other national instruments.
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Time marches on. As the financial crisis of 2008 recedes into memory, the market surges upward and volatility subsides, investor demand for options as protection fades. While clients are still concerned about risk, they are also interested in making money in the current low-interest-rate environment.
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A troika of developments include positive Say on Pay proxy voting trends, increased executive compensation related lawsuits and new Dodd-Frank rules in U.S. stock markets.
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Soon after Congress approved the largest overhaul of financial regulation in generations, the Securities and Exchange Commission moved to enforce what it considered one of the simpler parts of a mammoth and complicated law.
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?The Ontario Securities Commission (OSC) has found an "unacceptable"
level of compliance with Form 43-101F1 Technical Reports for mineral projects, with 80% of the Technical Reports reviewed having some level of non-compliance and 40% of the Technical Reports reviewed having at least one major non-compliance concern.
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On June 25, 2013, Aequitas Innovations Inc. (Aequitas) announced its intention to establish a new Canadian stock exchange that will rival TMX Group Ltd.'s Toronto Stock Exchange. Aequitas was founded by a diversified group of Canadian corporations, including Barclays Plc, CI Financial Corp., IGM Financial Inc., ITG Canada Corp. and PSP Public Markets Inc.
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Following the adoption of advance notice provisions by our clients commencing in October 2011, we publicly advocated the adoption of advance notice provisions by Canadian public companies in concluding that an "advance notice by-law is an important tool for a public company in order to ensure that all shareholders are treated fairly and are provided with timely information in connection with the nomination of directors."1
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