IR Leader
July 21, 2015

CIRI Comments on 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 (NP 62-203)

CIRI supports the CSA’s proposed harmonized amendments to the take-over bid regime that put unsolicited or hostile bidders and target companies on a more equal footing. These amendments include:

  • Moving from a 35-day deposit period to a minimum 120-day deposit period;
  • Introducing a 10-day extension for undecided shareholders; and
  • A minimum tender requirement of more than 50% of the outstanding securities owned by shareholders other than the bidder and its joint actors.
To view the complete submission, click here.

Educational Backgrounders

To date in 2015, CIRI has issued the following seven Educational Backgrounders:

  • Standards of Disclosure for Oil and Gas Activities
  • Proposed Amendments to CSA's Order Protection Rule
  • National Securities Regulator Consultation Period Ends
  • Proposed Changes to the Take-Over Bid Regime in Canada
  • Proxy Voting Infrastructure
  • Proxy Advisory Firms
  • New Publish-What-You-Pay Law
To view these Backgrounders, click here. (Note: Backgrounders are a 'members only' benefit. You will need to log in to access.) | Complete Article |
Are you new to the investor relations profession? Are you looking to expand your investor relations skills while building your network? Then we have the resources you need, in one convenient and affordable bundle.

This bundle includes:
  • Registration to the Essentials of Investor Relations in Toronto (Value $1,050)
  • A CIRI National and Chapter Membership (Value $740)
  • Standards and Guidance for Disclosure plus Model Disclosure Policy (Value $500)
  • Guide to Developing an Investor Relations Program (Value $135)
Total Retail Value: $2,425. CIRI’s 2015 Membership/Essentials of IR Bundle: $1,490. That's a savings of $935!

For more detalis on the benefits and savings in this package, click here.
| Complete Article |

Top Stories

TSX Issues Staff Notice on Emerging Market Issuers

Following its 2012 public consultation on emerging market issuers (EMIs) the Toronto Stock Exchange has published a staff notice on the application of the TSX original and continued listing requirements to EMIs. EMIs are generally considered by the TSX to have higher risk profiles than other issuers. The staff notice sets out the TSX's expectations when it is considering listing an EMI and should be read in conjunction with the requirements of the TSX Company Manual.

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Canadian Securities Regulators Announce Results of Continuous Disclosure Reviews for Fiscal 2015

The Canadian Securities Administrators (CSA) today published Staff Notice 51-344 Continuous Disclosure Review Program Activities for the fiscal year ended March 31, 2015, which summarizes the results of the CSA's continuous disclosure (CD) review program.

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Canada Brings into Force Payment Disclosure Regime: The Extractive Sector Transparency Measures Act

Canada's new regime for the mandatory reporting of payments to government, the Extractive Sector Transparency Measures Act (ESTMA), came into force on June 1, 2015.

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Panel Urges Ontario to Overhaul Rules Governing How Companies Work

Ontario should allow shareholders to vote No in director elections to make it easier for investors to reject unwanted board members, an expert panel has recommended in a new report.

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Venture Issuers Now Subject to Less Disclosure Regarding Business Acquisitions and Other Matters

As previously discussed, Canadian venture issuers are now subject to a more streamlined continuous disclosure regime. The amendments, which came into force on June 30, 2015, aim to focus venture issuers' continuous disclosure and ease the burden of costly continuous disclosure obligations.

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What the Delay of FASB's Revenue Recognition Standard Means

The revenue recognition rule doesn't mean that companies should wait to start their implementation efforts.

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FASB Delays Revenue Recognition Effective Date by One Year

Citing challenges for financial statement preparers, FASB voted Thursday to delay the effective date of the new revenue recognition standard by one year, with early adoption permitted as of the original effective date.

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Surprise Surprise: Say on Pay Appears To Be Working

A new study shows that shareholder opinion is making companies work harder to tie CEO pay with performance.

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Are Golden Parachutes Losing Their Luster?

New research finds executive pay is more shareholder-friendly, and experts say HR leaders need to be intricately involved with their board's compensation committee and in encouraging annual reviews of executive compensation.

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Proxy Access: The 2015 Proxy Season and Beyond

Although the 2015 annual meeting season is still winding down, there is no doubt that proxy access has gained considerable momentum and will remain a front-and-center corporate governance issue for the foreseeable future. For the boards of directors of the many companies who were bystanders on this issue for the 2015 proxy season, the question will be whether to act now or wait and watch for further developments. In any event, as proxy access is likely to be a topic of discussion during companies' 'off season', shareholder engagement efforts, companies and their boards should understand how the proxy access landscape has evolved.

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More Than a Third of Dutch Listed Companies are Working Towards Integrated Reporting

Eumedion, which represents institutional investors' interests in corporate governance in the Netherlands, have found that "more than one-third of Dutch listed companies are working on preparations for changing over to Integrated Reporting." Six listed companies declared that their 2014 annual reports had been prepared in accordance with the International Framework with further organizations publishing integrated reports without explicitly referencing the International Framework as inspiration for their reports.

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Women in the C-Suite: Can Securities Law Advance Gender Equality?

Securities regulators around the globe have been focused on the underrepresentation of women in the C-Suite. Most notably, the United States, United Kingdom and Australia require disclosure of diversity practices and board nomination and selection procedures. At the direction of the Ontario provincial government, the Ontario Securities Commission (OSC) launched a public consultation process in 2013 to explore a model of disclosure intended to advance gender diversity on boards and in senior management.

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Don't Be Fooled, 'Activists' Still Winning in the Boardroom

Just because DuPont shareholders told billionaire Nelson Peltz last month to take a flying leap, don't assume the tide has turned against so-called activist investors when it comes to corporate proxy fights.

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