IR Leader
February 24, 2015

Top Stories

Canadian Securities Regulators' Review Finds Medical Marijuana Business Disclosure Deficient

Members of the Canadian Securities Administrators (CSA) today released CSA Staff Notice 51-342 Staff Review of Issuers Entering Into Medical Marijuana Business Opportunities, which summarizes the CSA's findings and disclosure expectations for reporting issuers contemplating involvement in Canada's medical marijuana industry.

| View Original |

Canadian Regulators Adopt Changes to the Exempt Market Regime

On February 19, 2015, the Canadian Securities Administrators (CSA) announced the adoption of amendments to the following exemptions currently contained in National Instrument 45-106 Prospectus and Registration Exemptions (NI 45-106): the accredited investor prospectus exemption (AI Exemption), the minimum amount investment prospectus exemption (Minimum Investment Exemption) and the short-term debt prospectus exemption (Short-Term Debt Exemption). The amendments include consequential amendments to Companion Policy 45-106CP Prospectus and Registration Exemptions.

| View Original |

Cooperation Key in Canadian Securities Regulators' Fight Against Wrong-Doing

The Canadian Securities Administrators (CSA) today released its seventh annual Enforcement Report that emphasizes the collaboration and cooperation among CSA members and between CSA members and local, national and international organizations in targeting illegal activities in Canada's capital markets.

| View Original |

Canadian Securities Regulators Adopt Changes to the Accredited Investor, Minimum Amount Investment and Short-term Debt Prospectus Exemptions

The Canadian Securities Administrators (CSA) today announced the adoption of two sets of amendments to National Instrument 45-106 Prospectus and Registration Exemptions (NI 45-106).

| View Original |

Equity Crowdfunding Rules Expected in Summer 2015

In a release issued today, the Ontario Securities Commission advised that the participating jurisdictions of the Canadian Securities Administrators are still reviewing the comments received on a proposed crowdfunding regime and an offering memorandum prospectus exemption. In its release, the OSC stated that its goal is to publish proposed rules regarding these matters either in final form, or if warranted, for a second comment period, in summer 2015.

| View Original |

Incentivizing Reports of Misconduct: The OSC Proposes New Whistleblower Program

Citing the success of the Dodd-Frank Whistleblower Program which has operated since 2011 in the United States, the Ontario Securities Commission (the OSC) has proposed a new Whistleblower Program that would reward eligible whistleblowers with up to $1.5 million for information which leads to the prosecution of a serious financial crime. The OSC's Staff Consultation Paper 15-401 - Proposed Framework for an OSC Whistleblower Program released for comment on February 3, 2015, describes a program that, if successful, would be the first whistleblower program by a Canadian securities regulator to offer a financial incentive to tipsters for potential information.

| View Original |

HP Moves Annual Meeting Online-Only as CEO Face Time Fades

Hewlett-Packard Co will become the largest company to hold an online-only annual shareholder meeting this March, joining a trend toward virtual conferences that some activists worry keeps CEOs off the hotseat.

| View Original |

Your Board Should Think Like Activists

With more than two centuries of making everything from gunpowder to nylon and Tyvek, Dupont Co. has renewed its product lines many times. Now it is being pressed to renew its governing board as well. Its directors have turned over many times, of course, but Trian Fund Management, led by activist Nelson Peltz, is pressing for far more than a routine remake, demanding four seats of its own choosing at the table. This despite Dupont's strong results over the past two years, its stock outperforming the S&P 500 index by 47 percent. Dupont did not give in to Nelson Peltz's demands, but it did make big changes in its board.

| View Original |

SEC Proposes Hedging Disclosure Rule for Directors',Employees' Company Stock

The Securities and Exchange Commission proposed a rule to require public companies to disclose whether they allow their officers, directors and employees to hedge against declines in the company stock.

| View Original |

OSC Staff Consultation Paper 15-401 - Proposed Framework for an OSC Whistleblower Program

The OSC is considering introducing a Whistleblower Program to encourage individuals with knowledge of possible breaches of Ontario securities law to report this information to the OSC. A Whistleblower Program is one of a number of initiatives by the Enforcement Branch aimed at resolving enforcement matters more quickly and effectively, including no-contest settlements, a clarified process for self-reporting and enhanced public disclosure of credit granted for cooperation.

| View Original |