IR Leader
February 16, 2016

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Top Stories

Notice of Housekeeping Rule Amendments Housekeeping Amendments to the Toronto Stock Exchange ("TSX") Company Manual

Toronto Stock Exchange ("TSX") has amended Appendix D - Toronto Stock Exchange Evidence of Security Ownership of the TSX Company Manual. These amendments remove the additional requirements for customized security certificates that apply to exempt industrial issuers. These amendments will reduce the costs of producing customized security certificates for exempt industrial issuers.

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Approaching Harmonization: Reporting to Go Live Across Canada

On January 21, 2015, the securities regulatory authorities in Alberta, British Columbia, New Brunswick, Nova Scotia and Saskatchewan published for comment Proposed Multilateral Instruments 91-101 Derivatives: Product Determination and 96-101 Trade Repositories and Derivatives Data Reporting (the proposed TR Rule).1 Just over a year later, on January 22, 2016, the authorities in these jurisdictions, joined by Prince Edward Island, Newfoundland and Labrador, the Northwest Territories and Yukon (collectively, the Participating Jurisdictions), adopted final versions of these Multilateral Instruments and their respective companion policies.

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Register Sign In TSX, TSXV Provide Guidance on New Rights Offering Regime

The Toronto Stock Exchange (TSX) and the TSX Venture Exchange (TSXV) issued guidance to issuers following the recent amendments relating to rights offerings adopted by the Canadian Securities Administrators (CSA) on December 8, 2015 (CSA Amendments).

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It's Proxy Time!

BLG and the TSX jointly hosted representatives from various Canadian public companies for a panel discussion entitled "What Public Companies Should Expect in 2016."

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Multiple Women in C-Suite Boost Company Profitability by 15%

Companies with at least 30 percent women in leadership roles may boost their net profit margins by about 15 percent compared with those with no female leaders, according to a new report by the Peterson Institute for International Economics and EY.

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ASC 2015 Oil and Gas Review Report Suggests Best Disclosure Practices

The Alberta Securities Commission (the "ASC") has published its 2015 Oil and Gas Review Report (the "Report"). The Report consists of the ASC's observations and analysis of oil and gas disclosure by reporting issuers, with a focus on common deficiencies in annual information forms, investor presentations, news releases, prospectuses and in Form 51-101F1 – Statements of Reserves Data and Other Oil and Gas Information ("Form 51-101F1").

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U.S. Banks Targeted by Activist Investors on Merger Wave Hopes

Activist investors are putting the U.S. banking sector in their crosshairs, betting that headwinds whipping through the industry will accelerate consolidation among lenders.

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Does a Company Have to Disclose When a Top Executive Has a Serious Medical Problem?

If a top executive of a publicly held company suffers a serious medical problem, what should the company tell the world - and how soon?

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The New Paradigm for Corporate Governance

Since I first identified a nascent new paradigm for corporate governance with leading major institutional investors supporting long-term investment and value creation and reducing or eliminating outsourcing to ISS and activist hedge funds, there has been a steady stream of statements by major investors outlining the new paradigm. In addition, a number of these investors are significantly expanding their governance departments so that they have in-house capability to evaluate governance and strategy and there is no need to outsource to ISS and activist hedge funds. The following is a summary consolidation of what these investors are saying in various forums.

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Developments to Private Placement Rules Continue as Five Provinces Adopt New Prospectus Exemption

As development of private placement exemptions continues, securities regulators in British Columbia, Alberta, Saskatchewan, Manitoba and New Brunswick have adopted another exemption to the prospectus requirement (the "Investment Advice Exemption"). Subject to certain conditions, a reporting issuer may rely on the Investment Advice Exemption where securities are distributed to non-accredited investors who have obtained investment advice from a registered investment dealer. The Investment Advice Exemption became effective on January 14, 2016.

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