Over the years, U.S. public companies have been departing from the default model of plurality voting for the uncontested election of their board members. According to 2012 disclosure documents, of the majority voting models introduced,
companies in smaller revenue groups tend to prefer the one without a resignation requirement: 30 percent of companies with annual revenue of less than $100 million use that model, compared to the 6.7 percent that require the mandatory resignation of any director who fails to obtain a majority of for votes.
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Once again, Canada's economy is being overshadowed by our big neighbour.
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The Ontario Securities Commission was greeted with a trickle rather than a flood of responses when it tried to dig into the issue of women on corporate boards and in senior management.
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How much pay is too much pay? It's a question shareholders have been asking for years.
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The CSA today released an update on their consultation process regarding the potential regulation of proxy advisory firms. In view of comments received from various market participants, the CSA have concluded that a policy-based approach providing guidance on recommended practices and disclosure is warranted in response to concerns raised about the services provided by proxy advisory firms. The CSA intend to publish their proposed guidance for comment in the first quarter of 2014.
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The gap in pay between chief executives and rank-and-file employees has been growing steadily, and now regulators want companies to tell investors just how wide it is.
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The SEC has proposed rules related to pay ratio disclosures required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
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Recent developments highlight the risks for directors and officers who trade when it is possible that a significant M&A transaction may be on the horizon. Canadian securities regulators have identified enforcement of insider trading as a priority and they are using their discretionary powers to impose sanctions in circumstances where insiders have benefitted from trading that the regulators consider is questionable even if not illegal. Recent cases involving officers of public companies illustrate the level of scrutiny regulators will apply where they think an officer may have had material information not available to the market at the time of a trade. In this environment, directors and officers should be very cautious to avoid potential liability and reputational harm.
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