A new law recently signed by President Obama - known as the FAST Act and related mostly to transportation and infrastructure - will help streamline IPOs by emerging growth companies (EGCs). These are companies with annual revenue of less than US$1 billion, and they have conducted the overwhelming majority of U.S. IPOs in the past three years. The FAST Act will also simplify U.S. companies’ disclosure documents and facilitate secondary market trading in privately-placed securities.
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It has been almost a year since the Ontario Securities Commission (the 'OSC') published a request for comment on an equity crowdfunding prospectus exemption (the 'Crowdfunding Exemption'). This was the result of an OSC Staff Consultation paper released at the end of 2012. The Crowdfunding Exemption is expected to come into force in Ontario and other participating jurisdictions on January 25, 2016.
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On August 25, 2015, a revised consultation draft of the uniform provincial and territorial Capital Markets Act (CMA) and draft initial regulations under the CMA (together with the CMA, the Consultation Drafts) for the proposed Cooperative Capital Markets Regulatory System (Cooperative System) were published for comment. The Consultation Drafts are open for comment until December 23, 2015.
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Each company faces important decisions in preparing for its 2016 annual meeting
and reporting season. We have prepared a checklist of essential areas we believe
companies should focus on as they plan for 2016, including corporate governance,
executive compensation and disclosure matters.
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On September 24, 2015, the Canadian Securities Administrators (CSA) announced the adoption of amendments to the prospectus-exempt rights offering regime (Rights Offering Exemption) to create a more streamlined process and allow reporting issuers - other than investment funds subject to National Instrument 81-102 Investment Funds - to issue up to 100% of outstanding securities without the use of a prospectus and without prior review of the rights offering document by the CSA.
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As say-on-pay enters its sixth year as a mandatory ballot item on U.S. company proxy statements, there are fewer failed votes, but the challenges continue. Here are 10 points to consider before the next round of voting begins.
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The 2008 financial crisis has forced investor relations workers to change how they deliver messages and react to questions from investors.
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Fewer female chief executive officers have the weapons corporations typically use to fight off hostile takeovers than their male counterparts. While that's won their companies the approval of good-governance watchdogs, it's made them more vulnerable to activist investors.
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Activist investors can focus too hard on short-term performance, to the detriment of long-term value.
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2016 is set to be a busy year for shareholder activists according to FTI Consulting's Activist Insight Survey. The survey quizzed 24 activist firms that have engaged in more than 1200 activist events, some of which have been the largest and most high-profile activist situations of the past year.
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