In preparing for the upcoming proxy season, it is important for issuers to be familiar with the current Canadian proxy voting guidelines prepared by Institutional Shareholder Services Inc. (ISS) and Glass Lewis & Co. (Glass Lewis). This bulletin briefly addresses a few of the key corporate governance matters covered by the ISS voting policies and Glass Lewis proxy guidelines for the 2015 proxy season with respect to issuers listed on the Toronto Stock Exchange (TSX).
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Members of the Canadian Securities Administrators (CSA) today published CSA Staff Notice 54-303 Progress Report on Review of the Proxy Voting Infrastructure to report on the progress made in their review and to outline next steps.
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The Ontario Securities Commission has conducted a review of the disclosure of selected Real Estate Investment Trusts (REITs), and on January 26, 2015 published OSC Staff Notice 51-724 - Report on Staff's Review of REIT Distributions Disclosure. The Notice identifies four areas in which the OSC believes that REITs should improve their disclosure relating to distributions.
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Investors are more engaged and less deferential to boards and management teams - a trend that is increasingly being felt in M&A. Companies considering strategic transactions have to be aware of the risks of dealing with investors who are critically evaluating strategies developed by management, in some cases going as far as proposing their own competing strategies. This dynamic is creating challenges for companies in pursuing strategic transactions.
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Real Estate Investment Trusts (REITs) are companies that own, and may also operate, income producing real estate assets. While many REITs may generate
capital appreciation, the ability to receive a dividend or distribution is of most importance to investors. As flow through entities, REITs are required to distribute taxable income to unitholders and do not incur tax. As a result, a key attribute of the REIT structure as an investment vehicle is to provide investors with an
expectation of a predictable cash flow stream.
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2014 saw a number of significant developments in Canadian securities law, including the adoption of the new disclosure requirements addressing gender diversity on boards and senior management positions, adoption of new capital-raising prospectus exemption, proposed amendments to the take-over bid regime, and proposed amendments to the early
warning regime. We also saw some progress towards a national securities regulator.
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The decline in oil prices and the consequences for Western Canada as well as the delayed federal budget have all dominated the domestic headlines for January. However, there are a number of other developments on the horizon that Canadian issuers should be thinking about in 2015.
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The Toronto Stock Exchange yesterday proposed amendments to its Company Manual that would adopt a broader deference model in respect of certain exchange requirements where an interlisted issuer is subject to the rules and regulation of another exchange or jurisdiction.
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Officials at the Securities and Exchange Commission have said they discovered numerous problems when examining private equity firms during a two-year review that ended recently.
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Shareholder activism has been on the rise for several years and shows no sign of abating. As corporate Canada adapts to this new reality, we are seeing an evolution, both in activist tactics and in how boards respond to activist overtures.
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