IR Leader
May 12, 2015

Top Stories

Blowing the Whistle on the Whistleblower Program

Davies has submitted a letter to the Ontario Securities Commission (OSC) commenting on Staff's framework for a proposed Whistleblower Program. The Whistleblower Program would be the first of its kind for Canadian securities regulators and only the second whistleblower program in Canada to offer a financial incentive.

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Significant Changes Proposed to Canada's Take-Over Bid Laws: Advantage Shifts to Target Companies

The highly anticipated amendments to the take-over bid regime in Canada have now been released by the Canadian Securities Administrators (CSA).

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Common Liquidity Rights in Private Equity Investments in Early Stage Companies

Early stage companies face an uphill climb in growing their business and ensuring their viability going forward. Private equity firms can provide capital as well as significant operational and transactional expertise to aid in a company's growth. However, private equity investors often intend to exit any investment within a defined time period. As a result, private equity investors frequently demand concessions prior to investment to avoid exposure to liquidity risk.

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Transitioning to G4

On the whole, the sustainability reporting community has given G4, with its increased focus on stakeholder engagement and materiality, a warm welcome. The transition has been gradual and around one-third of GRI reporters have already switched to G4.

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Proxy Advisory Guidance

On April 30, 2015, the Canadian Securities Administrators (CSA) adopted National Policy 25-201 Guidance for Proxy Advisory Firms (the Policy). The Policy provides non-prescriptive and non-exhaustive guidance on recommended practices and disclosure for proxy advisory firms. The guidance is intended to promote transparency in the processes leading to vote recommendations and the development of proxy voting guidelines, and to foster understanding among market participants about the activities of proxy advisory firms.

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Pay-Versus-Performance: SEC Proposes Rules to Expand Executive Compensation Disclosure in Proxy Materials

Nearly five years after the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Act”) was enacted in July 2010, the SEC narrowly approved proposed rules required under Section 953(a) of the Act. Section 953(a) of the Act added Section 14(i) to the Securities Exchange Act of 1934 (the "Exchange Act"), which directs the SEC to adopt rules requiring companies to disclose in a clear manner the relationship between executive compensation actually paid and the financial performance of the company, as measured by share price appreciation and dividends or distributions.

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CSA Publish Best Practices Guidance for Proxy Advisory Firms

On April 30, 2015, the Canadian Securities Administrators published National Policy 25-201 Guidance for Proxy Advisory Firms. The guidance in NP 25-201 is designed to promote transparency in the processes involved in determining voting recommendations and to enhance market participants' understanding of the activities of proxy advisory firms.

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Developments in Prospectus Exemptions

On May 5, 2015, certain changes to the prospectus exemptions under National Instrument 45-106 Prospectus Exemptions ('NI 45-106') come into force. These changes include amendments to the accredited investor exemption and the minimum amount investment exemption, and in Ontario, a new 'family, friends and business associates' exemption (the 'FFBA exemption').

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Toolkit for Confidentiality Agreements in the Canadian Oil and Gas Sector for M&A and Financing Transactions

Common market practices in Canadian Oil and Gas Sector M&A and financing transactions.

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Say What? On Pay of CEOs

Say-on-pay was based on the mistaken belief that the root cause of high CEO pay was poor oversight by boards and investors.

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Shareholders Rein In Golden Parachutes

Turnover of CEOs accelerated almost 16% between January 2013 and 2014 - the highest level in four years, according to outplacement consulting firm Challenger, Gray & Christmas.

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New Sources of Liquidity in a Tough Market

With the downturn in oil prices and lower exchange rates, US and international private equity funds are looking for opportunities in Canada's energy sector and the view of many of the funds largely in the US is that "Canada is for sale".

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