The Canadian Securities Administrators (CSA) recently released for comment proposed National Policy 25-201, Guidance for Proxy Advisory Firms (Proposed Policy). Comments are requested by June 23, 2014.
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For all the heightened attention companies are giving to shareholder engagement, it's curious that more than half the firms in the Russell 1000 Index continue to disadvantage shareholder proposals in the formulas they use when counting proxy votes.
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On April 7, 2014 the TSX Venture Exchange (TSX-V) published a bulletin entitled Discretionary Waivers of $0.05 Minimum Pricing Requirement, which provides issuers listed on the TSX-V with guidance on the circumstances in which the TSX-V will look more favourably upon an issuer's request to waive the $0.05 minimum pricing requirement.
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After a slow 2013 in terms of M&A activity in the Canadian mining sector, 2014 has begun with the launch of three hostile takeover bids making headlines across Canada.
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The Canadian Securities Administrators today published for comment a proposed national policy intended to provide guidance to proxy advisory firms on recommended practices in respect of conflicts of interest, transparency and accuracy. The proposed guidance addresses comments from stakeholders provided in response to the CSA's Consultation Paper 25-401, published in June 2012.
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The SEC's incremental accommodation of social media continues. Most recently, the staff has issued several CDIs specific to public offering communications, including tombstone ads (Rule 134), business combinations (Rule 165) and free writing prospectuses (Rule 433(c)). While this may be gripping stuff for the relatively few companies that like to communicate offering-related information via Twitter or Facebook, for most companies it is more relevant as another indicator of SEC progress in the broader context of social media disclosure.
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Changing conditions create opportunities for kinder, gentler activists who can work with Boards, CEOs and institutions.
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In a contest for shareholder support, control of the narrative is crucial, and the difference in perception between a board acting decisively to protect shareholders' investments, and a board willing to do or say anything to hold onto control, can be one of timing. A board that acts proactively, supported by expert advice and a cogent rationale, invites the conclusion that it has exercised its judgment in the best interests of the company, but a board that acts defensively in reaction to a dissident risks the inference that its decisions are influenced by the directors' desire to keep their jobs.
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In a previous bulletin on the recently proposed crowdfunding securities regulations, we noted that start-ups using crowdfunding to raise money by offering securities to investors in certain
provinces of Canada will be required to use a single website or online "funding portal" through
which the offering is made. These portals may have to
be "registered funding portals"
depending on whether the offering is being made in accordance with the "Crowdfunding Exemption" or the "Start-Up Exemption".
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The NYT published a pair of pieces on executive compensation. One looked at the amount (a 9% increase in the median) and the other looked at the metrics used to determine the amount. Other articles have suggested that companies use a wide variety of metrics that rely on "unconventional earnings measures."
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A function that CFOs love to complain about actually adds to the bottom line.
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Shares outperform for employers on Fortune's "100 Best Places to Work" list.
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