On January 15, 2016, the Toronto Stock Exchange (TSX) issued Staff Notice 2016-0001 (the Staff Notice) which answers questions on the application of sections 628 and 629 of the TSX Company Manual (the Manual) to normal course issuer bids (NCIBs) by listed issuers. While some of the guidance underscores information from the Manual, a number of points have been helpfully clarified.
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The Canadian Securities Administrators (CSA) have provided revised guidance on the use of non-GAAP financial measures aimed at ensuring that information disclosure by issuers does not mislead investors. An updated version of CSA Staff Notice 52-306 (Revised) Non-GAAP Financial Measures (Notice 52-306) was published on January 14, 2016 reflecting amendments to IAS 1 Presentation of Financial Statements (IAS 1) regarding additional subtotals presented in financial statements.
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Lawmakers south of the border are seeking to force public issuers to disclose cybersecurity expertise at the board level in an effort to improve cybergovernance as the number of reported cyber risk incidents continues to climb. While the Canadian approach to date has been different, Canadian regulators have made clear their expectations that board-level involvement and engagement is, in their view, critical.
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The general themes on the corporate governance front - shareholder activism, governance activism, scrutiny of board composition, concerns regarding board oversight of risk management, director-shareholder engagement - remain ever-present. Debate continues as to whether the paradigm shift from a more deferential, board-centric corporate governance model to a more skeptical, shareholder-centric model ultimately will damage the ability of U.S. public companies to invest in the future, innovate, and create jobs and economic growth.
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Effective January 13, 2016, issuers in Ontario will be able to take advantage of a new prospectus exemption permitting for investments from a wider range of investors through the use of an offering memorandum (the OM Exemption).
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Now in its 11th edition, The Global Risks Report 2016 draws attention to ways that global risks could evolve and interact in the next decade.
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Forbes interviewed members of the Shareholder Activism Group at Schulte Roth & Zabel LLP (SRZ). They discuss the future objectives of activists, the role of activism globally, and how perception of the investors has changed.
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More funds are looking at race, gender as investing criteria.
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