IR Leader
December 22, 2015

and Best Wishes for a Healthy and Prosperous 2016

During this busy holiday season, CIRI would like to take a moment to thank you for your continued support. We look forward to 2016 with renewed energy as we continue to deliver high quality member value.

The team at CIRI wishes you peace and joy this holiday season and much success in 2016.

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Top Stories

2016 Proxy Season - Quick Reference Guide

The year is coming to an end and the 2016 proxy season is on the horizon. This quick reference guide identifies considerations based on themes from 2015, offers recommendations and resources for the upcoming season, and discusses expected future changes in disclosure rules that public companies will want to keep on their radar as proxy preparations begin.

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Defensive Tactics in Canadian Take-Over Bids: Private Placement Upheld by BC Securities Commission

There continue to be ongoing debates in the Canadian capital markets about the range of defensive tactics available to the boards of target companies that are faced with a hostile take-over bid. There are often difficult judgment calls that have to be made when the fiduciary duties of directors potentially come into conflict with the business realities and choices facing a target company subject to a take-over bid. The Canadian Securities Administrators (CSA) has recently seemed reluctant to wade back into this debate, as the CSA did not address the topic of defensive tactics in the latest round of amendments to the Canadian take-over bid regime proposed earlier this year.

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Shining a Light on Payments to Governments: SEC Proposes New "Publish What You Pay" Rule

On December 11, 2015, the US Securities and Exchange Commission ("SEC") issued a proposed rule to implement Section 1504 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"). Section 1504 of the Dodd-Frank Act calls on the SEC to make rules requiring resource extraction issuers to disclose payments they make to governments for the commercial development of oil, natural gas or minerals. In response to a 2013 US federal court ruling vacating the SEC's original rulemaking attempt, the new proposed rule would require resource extraction issuers to publicly file their project-level government payments disclosure annually on Form SD.

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G20 Looks to Integrated Reporting

Turkey's G20 Presidency represents a gear change in support for Integrated Reporting among businesses and policymakers. Reporting was part of the discussion for all six B20 task forces and Integrated Reporting formed part of the recommendations in three areas: infrastructure and investment; SME and entrepreneurship; and the cross cutting theme of governance and sustainability. We are keen to ensure these recommendations are implemented, such as a review of corporate reporting so that it becomes more conducive to infrastructure investment and to understand the barriers to implementation of Integrated Reporting.

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Back to the Future: Update on Cooperative Capital Markets Regulatory System's Approach to Take-Over Bids and Issuer Bids

Under the proposed cooperative capital markets regulatory system (Cooperative System), which would create a cooperative regulator involving the federal government and the governments of British Columbia, New Brunswick, Ontario, Prince Edward Island, Saskatchewan and Yukon (Participating Jurisdictions), existing provincial securities legislation will be replaced in the Participating Jurisdictions with uniform provincial capital markets legislation. We discussed the approach to the regulation of take-over bids and issuer bids contemplated by the initial September 2014 draft of the uniform provincial and territorial Capital Markets Act (CMA) in our December 2014 Blakes Bulletin.

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Here We Go Again - New Proposed Resource Extraction Payment Rules

As we discussed in posts on September 3, 2015 and on October 2, 2015, Section 1504 of the Dodd-Frank Wall Street Reform and Consumer Protection Act required the SEC to issue resource extraction payment rules. The purpose of those rules was to promote the federal government's desire for transparency about resource extraction payments made by commercial entities to governments around the world.

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Activist Pressure Helps Reshape U.S. Corporates, From Yahoo to Dow

Activist investors are building bigger stakes in bigger companies and their influence is helping reshape the landscape of corporate USA.

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Dow, DuPont, Yahoo - Activist Shareholders Hit a Trifecta

Activist investors are showing they couldn't care less about the size and stature of their target companies. In the space of 24 hours, DuPont Co. and Dow Chemical Co. - two symbols of U.S. industrial might - and Yahoo! Inc.- a star of the early Internet age - each set in motion a change in course after coming under pressure from activists. The events were the latest and most dramatic evidence of the increasing power of these shareholders to influence managements of storied American corporations.

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Existing Securityholder Exemption vs Rights Offering Exemption

A little over a year ago, certain of the Canadian Securities Administrators (the "CSA") adopted a new exemption (Ontario adopted a revised version a few months later) which allowed listed issuers to issue listed securities to their existing securityholders. Recently, the CSA adopted amendments to the prospectus-exempt rights offering regime. On their face, these two exemptions appear very similar. This article reviews the two exemptions and then assesses the principal differences.

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