On March 31, 2015, the Canadian Securities Administrators (CSA) published a CSA Notice and Request for Comment with respect to proposed amendments to Multilateral Instrument 62-104 - Take-Over Bids and Issuer Bids (MI 62-104) and changes to National Policy 62-203 - Take-Over Bids and Issuer Bids.
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The Canadian Securities Administrators (CSA) today published for comment proposed amendments to the Canadian take-over bid regime (the Proposed Bid Amendments). The 90-day comment period on the Proposed Bid Amendments ends on June 29, 2015.
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The Canadian Securities Administrators (CSA) published today for comment proposed rules to implement previously announced changes to the Canadian take-over bid regime. These rules will significantly change the way that hostile take-over bids are conducted in Canada.
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CDS Clearing and Depository Services Inc. ("CDS") published last November proposed amendments to the fees it charges securities issuers for certain services. The new fee regime, which is subject to regulatory approval, is expected to come into effect on April 1, 2015.
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Canadian securities regulators, other than Ontario, yesterday released omnibus blanket orders to exempt certain U.S. broker-dealers and advisers from registration requirements where they have offices or employees in Canada but are not registered in Canada and do not trade for or advise Canadian clients.
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On March 13, 2015, the U.S. Securities and Exchange Commission (SEC) announced charges against eight directors, officers and major stockholders for failing to make timely updates to their beneficial ownership reports on Schedule 13D - the U.S. counterpart to a Canadian early warning report - regarding steps taken in connection with potential going private transactions.
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On March 25, 2015, the Canadian government published two long-awaited regulations amending the Investment Canada Act. One is intended to reduce the number of transactions that are subject to pre-closing review and approval, but will increase the amount of detailed information required in routine filings for transactions that are not reviewable. The second will lengthen the period for transactions undergoing a national security review by providing the government additional time to complete such reviews.
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On March 25, 2015, the Canadian government announced that it would implement long-awaited changes to Canada's foreign investment review regime under the Investment Canada Act (ICA). These changes will significantly alter the threshold used in most transactions to determine whether foreign investments will be subject to review under the ICA. The changes will also implement more detailed information requirements for notifications and applications for review. In addition, the government announced that it has increased the maximum possible review period under the ICA's national security review provisions.
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Proprietary high-speed trading firms that execute trades on dark pools and other electronic platforms would be subject to greater regulatory oversight under a proposal unveiled on Wednesday by the U.S. Securities and Exchange Commission.
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It is clear that shareholder activism continues to evolve, expand and increase in influence. There is a growing emphasis, in particular by large mutual funds and other institutional investors, on shareholder engagement and shareholder-friendly governance structures that, together with the increased activity of activist hedge funds and other 'strategic' activist investors, make shareholder engagement and preparedness an essential focus for public companies and their boards.
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Securities and Exchange Commission Chair Mary Jo White told lawmakers on Tuesday the agency would not try anew to craft rules to make it easier for shareholders to nominate corporate directors but that she was closely watching activists' attempts to do just that.
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Shareholder support for directors and say-on-pay proposals declined in the second half of 2014, according to a new report that shows 344 directors of U.S. public companies failed to win the support of at least 70% of shares voted.
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