The Ontario Securities Commission released an update yesterday in respect of its risk analysis of electronic trading. As we discussed in November 2012, the OSC retained a consultant last year to analyze tools and controls with respect to electronic trading in Canada and to gather information from market participants regarding the risks posed by electronic trading and the provision of direct electronic access.
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On November 28, 2013, the Toronto Stock Exchange published proposed amendments to the TSX Company Manual that would permit a listed issuer to adopt new security-based compensation arrangements for employees of a target company in the context of an M&A transaction without the need to obtain shareholder approval provided that certain conditions are met.
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Throughout 2012 a series of roundtable discussions were held in order to assess the current diversity programs and polices in place within the financial industry. As a result of these talks, six financial agencies: the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the National Credit Union Administration, the Consumer Financial Protection Bureau, and the Securities and Exchange Commission (the "Agencies"), proposed a set of diversity and inclusion standards. These standards, titled the "Proposed Interagency Policy Statement Establishing Joint Standards for Assessing the Diversity Policies and Practices of Entities Regulated by the Agencies and Request for Comment" (the "Policy Statement"), were published on October 25, 2013, with the 60-day comment period to end on December 24, 2013. This Policy Statement helps to implement a part of the Dodd-Frank Act, which requires each financial agency to establish an Office of Minority and Women Inclusion, and assign a director who is responsible for all agency matters relating to diversity in management, employment, and business activities.
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Unlike the United States, Canada does not have a national securities regulator. In Canada, each province regulates securities through its own securities commission. One of the means of harmonizing securities regulation across the country is a provision in the securities legislation of each province that empowers its regulator to make an order (often referred to as a "reciprocal order") against a person who has entered into a settlement agreement with another jurisdiction's securities regulator to be subject to regulatory action.
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On November 27, 2013, the Ontario Securities Commission and the Canadian Public Accountability Board entered into a Memorandum of Understanding (MOU), with a focus on consultation, cooperation and the sharing of information. The MOU will facilitate the exchange of information that will support collaboration on review and oversight matters.
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On November 21, 2013, Canadian securities regulators in all jurisdictions except Ontario and Newfoundland published for comment CSA Notice 45-312, which outlines a draft prospectus exemption for distributions to existing security holders (the Proposed Exemption). The Proposed Exemption would provide issuers listed on the TSX Venture Exchange (TSXV) the ability to distribute securities to their existing security holders without a prospectus or disclosure document in certain circumstances.
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Investors may be relying too heavily on the voting recommendations of the largest proxy advisory firms like Institutional Shareholder Services and Glass, Lewis & Co, a top U.S. securities regulator said Thursday.
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On October 17, 2013, the BC Securities Commission released a report titled "BC Junior Mining at a Crossroads: Executive Management's Perspective". The report was prepared by KPMG on behalf of the BCSC and was based on interviews with 15 senior executives of junior mining firms based in British Columbia.
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Corporate boards and management should engage with shareholders to help improve governance, the top U.S. securities regulator said Tuesday, laying out what she sees as some positive outcomes from increased investor activism.
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The Toronto Stock Exchange (the "TSX") is proposing to clarify the rules on backdoor listings involving TSX-listed issuers and on the adoption of securities based compensation plans of companies that are acquired by TSX-listed issuers.
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It's no secret that proxy statements are rapidly evolving into full-blown marketing documents. The introduction of the CD&A began the trend back in 2006 (although it took a while for companies to move beyond black and white boilerplate language). The rise of shareholder activism has accelerated that trend. Companies are no longer content to make bare-bones disclosures using boring language and Times New Roman font. Many now want to tell their story through plain English, graphs, pie charts and, increasingly, more than a little hyperbole. The goal is to convince analysts, activist investors and shareholder advisory services that their executive compensation and corporate governance policies not only make sense but also are aligned with shareholder interests.
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