IR Leader
April 22, 2014

Top Stories

Investors Ready to Endorse Big Deals

After years of responding to shareholder calls for stock buybacks and dividends, major American companies are hearing a different demand from investors: buy growth.

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Mandatory Reporting Standards For Payments by Extractive Industry Companies

The Government of Canada recently issued a Consultation Paper regarding proposed mandatory reporting standards (the proposed standards) for payments by extractive industry companies to governments, both domestic and foreign, and including Aboriginal entities. The proposed standards are Canada's implementation of a commitment made at the 2013 G8 Summit and reflect similar initiatives in several other countries, including the US through the Dodd Frank Act and the European Union (EU) through its Transparency and Accounting Directives.

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SEC Staff Issues FAQs Regarding Conflict Minerals Disclosure

On April 7, 2014, the SEC's Division of Corporation Finance issued a set of FAQs to provide guidance on various aspects of the rules governing disclosure requirements applicable to the use of conflict minerals from the Democratic Republic of the Congo or adjoining countries (Conflict Mineral Rules).

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Dark Markets May Be More Harmful Than High-Frequency Trading

Fears that high-speed traders have been rigging the U.S. stock market went mainstream last week thanks to allegations in a book by financial author Michael Lewis, but there may be a more serious threat to investors: the increasing amount of trading that happens outside of exchanges.

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IIROC Releases Proposed Guidance to Establish Marketplace Thresholds

The Investment Industry Regulatory Organization of Canada yesterday released proposed guidance designed to establish a framework for Canadian marketplaces to adopt appropriate marketplace thresholds. Such controls are intended to control short-term, unexplained price volatility and promote fair and orderly markets.

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Ontario Securities Commission Notice 11-769 Statement of Priorities

The Securities Act requires the Commission to deliver to the Minister and publish in its Bulletin each year a statement of the Chairman setting out the proposed priorities of the Commission for its current fiscal year in connection with the administration of the Act, the regulations and rules, together with a summary of the reasons for the adoption of the priorities.

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SEC Commissioner Calls For Review of Exchange Rebate Model

The U.S. Securities and Exchange Commission should consider a temporary program to test the effects of banning the most common method of pricing used by stock exchanges, as it may cause conflicts of interest, a commissioner at the regulator said on Wednesday.

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More Companies Bow to Investors With a Social Cause

Shareholders are driving changes in corporate policies and disclosures unthinkable a decade ago, on issues ranging from protecting rain forests to human rights. Even the threat of a proxy vote can be enough to bring company executives to the negotiating table.

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Raising Capital For Your Deal? Changes Might Be Coming

The Ontario Securities Commissions (the OSC) has recently published proposals which, if enacted, will facilitate the raising of capital by issuers in the exempt market.

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IM Guidance Update Discusses Unbundling of Proxy Proposals

In February 2014, the staff of the Securities and Exchange Commission's ("SEC") Division of Investment Management published an IM Guidance Update concerning the "unbundling" of proxy proposals for amendments to investment company charters (the "Unbundling Guidance Update"). Rules 14a-4(a)(3) and 14a-4(b)(1) under the Securities Exchange Act of 1934 (the "Exchange Act") require that the form of proxy identify "each separate matter to be acted upon" and provide separate boxes for shareholders to vote on "each separate matter referred to therein as to be acted upon."

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