IR Leader
November 03, 2015

Top Stories

ISS Proposes Three Changes to its Voting Policies for U.S. Issuers for the 2016 Proxy Season

On October 26, 2015, proxy advisor Institutional Shareholder Services, Inc. (ISS) released three proposed changes to its voting policies for U.S. issuers in preparation for the 2016 proxy season. These proposed changes follow ISS's release last month of the results from its annual survey of over 420 institutional investors, issuers, advisors and other market constituents.

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Regulators Finalize Offering Memorandum Exemption

The securities regulatory authorities in Alberta, New Brunswick, Nova Scotia, Ontario, Québec and Saskatchewan (collectively, the participating jurisdictions) today published Multilateral CSA Notice of Amendments to National Instrument 45-106 Prospectus Exemptions Relating to the Offering Memorandum Exemption. The amendments will introduce an offering memorandum prospectus exemption in Ontario and will modify the existing offering memorandum exemption in Alberta, New Brunswick, Nova Scotia, Québec and Saskatchewan to strengthen investor protection. As a result of the amendments, the offering memorandum exemption will now be available in all jurisdictions of Canada.

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OSC Proposes New Whistleblower Program

On October 28, the Ontario Securities Commission released a draft policy outlining its proposed whistleblower program for a 60-day comment period. The proposed whistleblower program addresses a number of the concerns voiced in response to the OSC's consultation paper on the topic, but continues to raise questions for market participants. The 60-day comment period closes on January 12, 2016.

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CSA Releases Results of Compliance With New Disclosure Requirements for Women on Boards and in Executive Officer Positions

On December 31, 2014, the security regulatory authorities in Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Quebec, Saskatchewan and Yukon implemented amendments to National Instrument 58-101 Disclosure of Corporate Governance Practices that require non-venture issuers to disclose specific information on an annual basis.

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Do I Really Need a Shareholders' Agreement?

In many ways the relationship between the shareholders of a company is akin to that of a marriage. In both cases the parties involved set out with the best of intentions but there are bound to be both good and bad times as circumstances change along the way. One can think of a shareholders' agreement as being equivalent to a marital agreement for a company. You hope to never need it but will surely be glad it's there in case you do.

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High Frequency Trading in Canadian Capital Markets

There were recently two notable developments with respect to studies documenting high frequency trading in Canadian capital markets. We have summarized these developments in this piece.

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A New Reality for Junior Mining Companies: Challenges and Trends

In recent years, the mining sector has seen an overall decline in metal prices, an increase in production and processing costs, and an ever more limited access to financing. Faced with such complex challenges, mining companies must now innovate, redefine their approach and adapt to this new reality. In the years to come, growth, productivity, access to alternative funding sources and transparency will be the four major change drivers.

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Management Diversity: Do Women In Management Lower A Firm's Risk Profile?

In an earlier post, we commented on the formal amendments to National Instrument 58-101 – Disclosure of Corporate Governance Practices and Form 58-101F1- Corporate Governance Disclosure imposing enhanced disclosure requirements with respect to female representation on the boards and in executive officer positions of TSX-listed issuers. As we discussed earlier this year, the correlation between gender diversity on boards and company performance is compelling from an investment value perspective.

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NYSE Pleads for Rules to Make Hedge Funds Reveal Short Positions

The New York Stock Exchange is prodding its regulator to make hedge funds reveal which stocks they're shorting, an area where the U.S. lags far behind Europe.

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Activist Hedge Funds and Firm Disclosure

This study examines whether firms' disclosure decisions are affected by the presence of activist hedge funds.

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Canadian Board Diversity Council Helps Raise Female Representation on Boards

The number of women in boardrooms across Canada is slowly growing as corporate leaders are increasingly urged to improve diversity within their director ranks.

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