IR Leader
December 03, 2013
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Top Stories

TSX Announces Proposed Changes to Rules on Acquisitions and Reverse Takeovers

The Toronto Stock Exchange ("TSX") has announced proposed changes to the TSX Company Manual (the "Manual") to allow for the adoption of certain security-based compensation arrangements in connection with acquisitions without obtaining security holder approval, and to clarify the circumstances in which listed issuers will need to meet original listing requirements in the context of reverse takeovers, also known as "backdoor listings". The proposed amendments have been published for a 45-day comment period which expires on January 13, 2014.

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Amendments to Toronto Stock Exchange Company Manual (November 28, 2013)

Toronto Stock Exchange ("TSX") has published for comment proposed amendments to sections 611 (Acquisitions) and 626 (Backdoor Listings) of the TSX Company Manual. Comments are requested on the proposed amendments by January 13, 2014.

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Proposed Changes to Auditor Oversight Rules Will Alter Information Provided to Audit Committees and Regulators

The Canadian Securities Administrators (CSA) has proposed revisions to National Instrument 52-108, Auditor Oversight, to alter the level of disclosure that audit firms are required to make to securities regulators and the audit committees of their clients when the Canadian Public Accountability Board (CPAB) imposes remedial actions on the audit firm.

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'Golden Leash' Payments Fuel Debate

Shareholders and advisers are choosing sides over activists paying bonuses to board members.

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ISS Releases 2014 Proxy Voting Updates

Institutional Shareholder Services has released its voting policy updates for 2014. The updates address corporate governance standards, shareholder rights and executive compensation. More particularly, the corporate governance updates relate to director independence, director overboarding, problematic audit-related issues, egregious actions and board responsiveness.

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U.S. Should Watch Australia Dark Pool Laws, Schapiro Says

U.S. regulators seeking to increase the efficiency of anonymous trading platforms should monitor the progress of counterparts in Australia and Canada, the former chairman of the Securities and Exchange Commission said.

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Audit Committees Urged to Be More Transparent

Some of the top corporate-governance organizations are urging audit committees on corporate boards of directors to become more transparent about their duties in hiring and overseeing the work of corporate auditors.

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U.S. Activist Investors Gain from Index Funds' Passivity

Activist investors, pushing for corporate change, have more influence because index funds and exchange traded funds are passive investors which own millions of shares of U.S. companies but rarely say much about how they should be run.

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