September 8, 2015 may go down in history as the 'day the wrappers died' - for U.S. broker-dealers who sell foreign securities into Canada on a private placement basis, for the Canadian investors who purchase these securities and for the lawyers who advise them.
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The fundraising process requires countless hours to develop and refine an investor pitch. While the majority of that time will be focused on how to find and raise money from the best investors on the best terms, it is critical to remember that there are limits to what can be said and done under applicable securities laws. Failure to comply with securities laws can be a trap for the unwary - with potential consequences that include the right of an investor to ask for his or her money back. While the laws are complex, understanding a few basic concepts can go a long way.
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On June 9, 2015 the OSC hosted a roundtable discussion (the 'Roundtable') on its proposed whistleblower program framework, OSC Staff Consultation Paper 15-401 - Proposed Framework for an OSC Whistleblower Program (the 'Whistleblower Program').
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Earlier this month, Robert Pozen, senior lecturer at Harvard Business School contended that a simple reliance on board term limits as an evaluation tool of corporate performance is based on "faulty logic".
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While the Canadian Securities Administrators' (CSA) proposed changes to the hostile take-over bid regime have been discussed extensively in Canada, a series of similar legislative changes in France have received relatively little coverage. Although attained by different means, both changes point towards a potential shift in power from hostile bidders and activist shareholders to target boards. While the full extent of these changes have yet to materialize, an understanding of both regimes will help readers analyze their impacts and apply them to the Canadian context.
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On June 1, 2015, Canada's Extractive Sector Transparency Measures Act ('ESTMA' or 'the Act') came into force. Approved in December 2014, but not in force until this month, the Act requires companies in the extractive sector to report annually on certain payments made to any level of government - including payments made to employees of state-owned corporations -
both in Canada and abroad.
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The Canadian Coalition for Good Governance (CCGG)
has released its 2014 annual report setting out its
governance priorities and projects for 2015/16.
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Already so complex that the Financial Accounting Standards Board has proposed extending the compliance deadline for its new revenue recognition regime by a year, the updated standard could trigger another burdensome source of complexity for corporate taxpayers, the Internal Revenue Service says.
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Few firms remain that pay severance to executives only upon a change in control; a termination of employment is also now a standard requirement.
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The topic of proxy access, or the ability of shareholders to nominate directors to the board, has again come to the fore of the Canadian corporate governance debate.
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The long awaited startup crowdfunding exemptions have now been adopted in six Canadian provinces.
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