The Canadian Securities Administrators (CSA) and Investment Industry Regulatory Organization of Canada (IIROC) today published Joint Canadian Securities Administrators/Investment Industry Regulatory Organization of Canada Consultation Paper 21-402 Proposed Framework for Crypto-Asset Trading Platforms. The consultation paper seeks input from the fintech community, market participants, investors and other stakeholders on how regulatory requirements may be tailored for crypto-asset trading platforms (platforms) operating in Canada.
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Until recently, shareholder activism was confined to the US. Not uncommon since the 1920’s, it has caught fire since the 1980’s, with the likes of Carl Icahn striking fear into the hearts of public companies. Activists are generally on the hunt for changes in management or company policies, including things like dividend payouts or use of cash. They claim they are looking to create shareholder value, but in reality, this has often translated into short term gains in the share price and activists who rarely hold onto the companies they built stakes in for the long term.
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In leading up to the 2019 proxy season, both investors and issuers should be aware of numerous developments in the areas of corporate governance and securities laws. To prepare for the upcoming proxy season, issuers and investors should be aware of the Canadian proxy voting guidelines issued by proxy advisory firms Glass, Lewis & Co. (Glass Lewis) and Institutional Shareholder Services (ISS) as well as the various developments initiated by the Toronto Stock Exchange (TSX), the Ontario Securities Commission (the OSC) and the Canadian Securities Administrators (the CSA).
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Each year, the proxy season puts a spotlight on how well public company boards of directors are meeting investor and regulatory expectations. For 2019, these expectations call for directors to look both inward and outward to foster a company culture that supports long-term value creation, improve the diversity of the board, focus on corporate sustainability issues affecting the company's long-term strategy, enhance oversight of internal controls over risk, and strengthen engagement efforts with stakeholders.
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Every year, reporting issuers are faced with the task of tailoring the disclosure for their annual general meeting (AGM) to an ever-evolving list of changes in securities laws, updates to stock exchanges rules, new guidance from proxy advisors, and developing corporate governance trends.
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Social media can help businesses appear open and accessible to customers and investors. However, as we discuss in the fourth and final post in our "New to the Board" series, too much openness can sometimes land public companies on the wrong side of securities law disclosure rules.
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