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With the annual meeting season now underway, Canadian public companies that have not done so may be considering whether they will voluntarily adopt a Say-on-Pay shareholder vote - a shareholder vote approving the company's approach to executive compensation.
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Integrated Reporting is arguably the current frontier of corporate reporting. The demands on corporate reports are growing rapidly in parallel with stakeholder expectations of a greater in-depth understanding of the companies they have an interest in. In this context, the recent establishment of the International Integrated Reporting Council (IIRC) by a number of leading organisations represented an additional, perhaps decisive, move towards the definition of a globally accepted reporting framework. Such a framework aims to bring together financial, environmental, social and governance information to enable stakeholders understand the true ability of a company to deliver sustainable value and to educate investors to overcome short-termism in their investment decisions. This, in turn, would further enhance a company's ability to make sustainable choices.
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A new initiative has been launched to lobby for the integrating of environmental and social disclosure requirements into listing rules for companies on US and global stock exchanges. The potential changes could allow investors to better compare the sustainability of companies.
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Investors who manage money for pension funds and other institutions are growing more combative, increasing the number of times they vote against companies on issues such as electing directors or approving executive pay.
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On March 13, 2014, the United States Securities and Exchange
Commission (the "SEC"), in
connection with a settlement order
(the "Lions Gate Order"), commented on a company's disclosure requirements in the context of a takeover bid. The Lions Gate Order settles administrative proceedings by the SEC against Lions Gate Entertainment Corp. ("Lions Gate") for failing to disclose material information about a three-part set of transactions that prevented an activist investor's hostile efforts to gain control of Lions Gate. Given that the failure to disclose material information in a company's continuous disclosure documents is a breach of
Canadian and United States securities laws and the test for
materiality is similar in both jurisdictions, we believe that the
Lions Gate Order may be instructive to issuers governed by
Canadian securities laws.
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On February 27, 2014, the Canadian Securities Administrators (the "CSA") published for comment proposed amendments to the accredited investor exemption under section 2.3 of National Instrument 45-106 Prospectus and Registration Exemptions (the "AI Exemption") and the minimum amount investment exemption under section 2.10 of NI 45-106 (the "MA Exemption") (together, the "Proposed Amendments"). The comment period for the Proposed Amendments will close on May 28, 2014.
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Eric T. Schneiderman, the New York State attorney general, can count another victory in his quest to curb some of the advantages enjoyed by the fastest traders on Wall Street.
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A key part of the new "get tough" enforcement doctrine is omnipresence - that is, creating the impression that the SEC's Division of Enforcement is everywhere all the time. This theory, a variation of the "cop on the beat" approach, posits that if would-be law violators believe the SEC cops are everywhere, then they will refrain from violating the law. Deterrence will be achieved.
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The New York attorney general, Eric T. Schneiderman, is expanding his crackdown on the high-frequency traders that dominate financial markets.
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