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Director Term Limits Not Common

The FX Factor - Fundamental Truths: For U.S. Companies Considering Canadian Acquisitions, the Fundamentals Still Apply

In the past year, we've seen both sides of the impact of foreign exchange on Canadian companies. Those with sizable U.S. customer bases - 50 per cent or more of total sales - are thriving as the Canadian dollar declines and the robust U.S. economy gives them an extra boost.

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CSA Findings from Gender Diversity Disclosure Requirements Review Released

On September 28, 2015, the Canadian Securities Administrators (CSA) released a staff notice summarizing the findings from its review of the corporate governance disclosure of non-venture issuers as it relates to the amendments to National Instrument 58-101 - Disclosure of Corporate Governance Practices and Form 58-101F1 Corporate Governance Disclosure (Amendments), implemented by the securities regulatory authorities of Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Quebec, Saskatchewan and Yukon (Participating Jurisdictions) on December 31, 2014. These Amendments require non-venture issuers in the Participating Jurisdictions to disclose their policies regarding, and their consideration of, the levels of representation of women on boards and in senior management, and their actual and any targeted figures for such representation.

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CSA Publishes Results of Staff Review of Women on Boards Disclosure

On September 28, 2015, the Canadian Securities Administrators (CSA) published CSA Multilateral Staff Notice 58-307 Staff Review of Women on Boards and in Executive Officer Positions - Compliance with NI 58-101 Disclosure of Corporate Governance Practices (Staff Notice 58-307). Staff Notice 58-307 summarizes the results of CSA staff's review of disclosure related to the "women on boards" initiative.

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Understanding the Results of the Continuous Disclosure Review Program

On July 16, 2015 the Canadian Securities Administrators (CSA) released CSA Staff Notice 51-344 Continuous Disclosure Review Program Activities for the fiscal year ended March 31, 2015 summarizing the results of their Continuous Disclosure Review Program (Program). The purpose of the Program is to monitor the compliance of continuous disclosure documents prepared by reporting issuers (issuers) and to help issuers understand and comply with their obligations under the continuous disclosure rules.

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Are Companies Now Quicker to Settle with Hedge Fund Activists?

According to data collected by Reuters, companies are settling with hedge fund activists "at the fastest pace since the financial crisis. The average number of days it takes companies to reach a settlement with activists threatening a proxy contest from the time of disclosure is 56, according to media and research firm Activist Insight, down from 83 days in 2010 - the furthest back the firm's data on the subject goes." (Some commentators observed, however, that the data does not take into account the long discussions and negotiations that may go on in many cases prior to public disclosure by the hedge fund activist of its stake in the company.)

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These Activists Are Making Life Miserable for SEC, Wall Street

Kurt Walters, a 26-year-old with a hipster beard and a resume that features a stint as digital press secretary in a Senate race in Hawaii, has made an unusual career turn: He's helping lead a grassroots assault on Wall Street's top regulator. And though he may not know the intricacies of the securities laws, Walters, the campaign manager of a group called Rootstrikers, has some tools that polished bank lobbyists lack. They include an e-mail list numbering in the millions, social-media savvy and a willingness to publicly shame the head of the U.S. Securities and Exchange Commission.

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SEC Commissioner Calls for Shining Light on 'Dark Pools'

More transparency is needed in the U.S. stock market to help restore investor confidence and bring greater clarity as to how the market functions, a top member of the Securities and Exchange Commission said on Wednesday.

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ISS Releases Results of Annual Global Voting Policy Survey

U.S. Proxy Access Restrictions Remain Problematic, Sizeable Majority Of Investors Do Not Support Multiple Voting Rights For Long-Term Shareholders.

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Sometimes Companies Meet With Their Owners

An important idea in modern corporate capitalism is that the shareholders are the owners of the corporation. If you believe this - and most people mostly do, though you shouldn't take it too literally - then you presumably also think that the managers work for the owners, that is, for the shareholders. The least the managers can do, then, is to meet with the shareholders sometimes, keep them posted on how things are going and listen to the shareholders' feedback. The shareholders, after all, are the bosses.

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