IR Leader
November 29, 2016

Top Stories

Business Wire's Market Impact Report Now Available for Canadian Issuers

Innovative investor relations tool gauges the influence of a news release on an issuer's stock market performance.

In exclusive partnership with News Quantified, Business Wire's Market Impact Report provides a composite analytical portrait of 27 key equity variables, including value, volume, and volatility, as they relate to news release dissemination. The easily-shared report enables investor relations practitioners to compare current market movement in their company to that of their peers.

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Aequitas Urges Mandatory Access to Market Data

After a lengthy investigation, the Competition Bureau recently decided that agreements made by TMX Group with investment dealers - which forbade them from sharing market data without TMX's consent - did not amount to anti-competitive conduct. Rival exchange operator Aequitas, which had called for the investigation, responded to the decision by saying that while they trust the case had been investigated thoroughly, they were disappointed at the conclusion.

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Can America's Companies Survive America's Most Aggressive Investors?

So-called activist investors are increasingly gaining control of legacy corporations, forcing them to trim payrolls and downsize research operations - and, quite possibly, damaging the entire economy.

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Former TSX Executive Cowan to Head National Securities Regulator

Former Toronto Stock Exchange senior executive Kevan Cowan has been named the new head of Canada's nascent national securities regulator, helping bridge a regional gap between Ontario and British Columbia with his background overseeing the TSX Venture Exchange in Western Canada.

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SEC Sees Progress in Non-GAAP Accounting Compliance

Scrutiny over corporate use of non-GAAP accounting measures is still causing some heartburn for public companies, but the Securities and Exchange Commission is signaling it is encouraged by improvements in recent quarters.

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Recent Proxy Access Developments

To date, nearly 300 companies have adopted proxy access bylaws, including over 40% of S&P 500 companies. Given the widespread adoption of proxy access by large U.S. companies, it was only a matter of time before a shareholder actually used proxy access. And, on November 10, 2016, activist investor firm, GAMCO Investors ("GAMCO"), became the first investor in the United States to use a company's proxy access bylaw to nominate a director candidate for inclusion in a company's proxy materials.

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SEC Proposed Rule on Universal Proxies

It has long been the view that a shareholder's ability to elect directors is a fundamental right under corporate law. Few shareholders attend meetings in person, and therefore the instrument used to exercise that right has been the proxy. However, due to a combination of U.S. federal and state law requirements, the current U.S. proxy regime has been unable to replicate the options available to shareholders voting at a meeting. This has been particularly evident in the case of proxy contests, where shareholders are often left with the option of voting for either the company's director nominees or the dissident's director nominees, but not a combination.

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The Junior Mining Dispute that Shaped Hostile Takeover Bids

So private placements can serve as a defence to hostile takeovers - except when they can't.

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New Crowdfunding Prospectus Exemption in Alberta

On October 31, 2016, the Alberta Securities Commission (ASC) adopted Multilateral Instrument 45-108 Crowdfunding (MI 45-108) which will allow small or medium sized businesses (Target Businesses) to raise more capital through crowdfunding offerings across multiple jurisdictions in Canada than is possible under ASC Rule 45-517 Prospectus Exemption for Start-up Businesses (ASC Rule 45-517) which was adopted by the ASC on July 29, 2016.

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