The Canadian Securities Administrators (CSA) today released its sixth annual Enforcement Report that reveals the significant time and effort that Canadian securities regulators are investing in the development and implementation of online monitoring, cyber-surveillance technologies and various tools to support forensic investigations as a means to protect investors from fraudulent investments.
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Canadian shareholders celebrated a victory last week when the Toronto Stock Exchange announced new listing standards that close one of the most illogical loopholes in Canadian corporate law. But the battle for reform is not yet complete.
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The Toronto Stock Exchange (TSX) has adopted amendments to its Company Manual (Amendments) which will require each director of TSX-listed issuers, other than issuers that are majority controlled, to be elected by a majority (50% + one vote) of the votes cast with respect to his or her election, other than at contested meetings (Majority Voting Requirement).
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On February 13, 2014, TSX announced amendments to the TSX Company Manual which mandate majority voting in uncontested elections of directors for TSX-listed issuers that are not majority controlled. The purpose of these amendments, as stated by the TSX, is to improve corporate governance standards in Canada by providing a meaningful way for security holders to hold individual directors accountable.
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The pendulum of board-level risk management has shifted. For many public companies, intentional risk management has evolved in recent years from virtually nonexistent to finance department driven (focusing on internal control) to operating segment driven (involving division heads and the various compliance functions). At the board level, risk management was typically limited to Audit Committee oversight of financial reporting.
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Canadian securities legislation provides that a take-over bid may be
triggered when an offer to acquire outstanding voting or equity
securities of a class of a public company is made to a person in a
Canadian jurisdiction, where the securities subject to the offer,
together with the offeror’s own securities, constitute in the aggregate
20% or more of the outstanding securities of that class. The take-over
bid rules may apply in the context of the grant of put and call options.
It is therefore essential to structure the terms of these options to
ensure the availability of take-over bid exemptions where necessary.
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The OSC has found that many small mining issuers fail to provide complete and meaningful disclosure in their management's discussion and analysis
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A majority of the five-member U.S. Securities and Exchange Commission wants the agency to review whether stock exchanges should continue to have regulatory roles that include overseeing members who may run competing venues.
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For those who don't spend their working hours in the board rooms of public companies, it's easy to assume that talking to your biggest shareholders is a major part of a board member's work. In reality, the communication channels between institutional investors and boards are informal and unstructured. Sometimes they're hardly even open to begin with - a factor keenly exploited by activist investors, who pounce on companies that are deaf or unresponsive to investor concerns.
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The OSC yesterday published guidance intended to assist small mining issuers in complying with MD&A requirements. Specifically, the notice includes a review of MD&A by mining issuers with a market capitalization of less than $100 million and guidance in respect of MD&A disclosure.
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Dentons team of regulatory experts from key jurisdictions around the world weigh in on regulatory trends to watch
in 2014 - from antitrust to foreign investment to anticorruption in the EU, the U.S., Canada and China.
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