IR Leader
September 17, 2019

Top Stories

Proposed Amendments Increase BAR Thresholds to 30% to Reduce Regulatory Burden for Reporting Issuers

Proposed amendments to the business acquisition report (BAR) requirements would implement a two-trigger test with an increased significance threshold of 30% for non-venture reporting issuers. The proposed amendments were published by the Canadian Securities Administrators (CSA) on September 5, 2019 and represent a positive development in the CSA's goal of reducing regulatory burden for reporting issuers, as discussed in the CSA's 2017 Consultation Paper, by narrowing the circumstances in which a business acquisition report, and the audited financial statements that would accompany a BAR, must be filed.

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U.S. Changes Affecting Your Business: The Proxy Voting System - New SEC Guidance

The work of proxy advisory firms has been on the SEC's radar for several years. Extensive consultations with market participants and research into the role of proxy advisory firms have culminated in the SEC publishing two sets of guidance - one directed at investment advisers and the other directed at proxy advisory firms such as Institutional Shareholder Services and Glass Lewis.

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The CFO as Lead Performer

Finance chiefs aim to break out of their traditional roles to boost enterprise performance, steer technology management, and refine talent development.

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The U.S.'s MiFID II Dilemma

Eighteen months ago, the EU's 'MiFID II' regulation made it mandatory for asset managers to 'unbundle' research costs from the overall sums they charge to investors. The aim, said regulators, was to increase transparency. However, the move has caused a major headache for companies who also operate in the US, where SEC regulations expressly prohibit fund managers from directly charging for research unless they register as investment advisers.

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Raising the BAR: CSA Propose Rules to Increase Business Acquisition Report Triggers and Thresholds

On September 5, 2019, the Canadian Securities Administrators (CSA) published for comment proposed amendments (Proposed Amendments) to National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) and its companion policies related to the business acquisition report (BAR) requirements for reporting issuers that are not venture issuers (non-venture reporting issuers).

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Tie CEO Pay to Increases in Stakeholder and Shareholder Value

The CEOs who make up Business Roundtable recently made a big splash by revising the group’s statement on the purpose of a corporation. According to this new approach, a corporation not only should create long-term value for shareholders, it should serve the interests of all other corporate stakeholders - employees, customers, suppliers, and the community.

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ESG: The Key to Avoiding Investor Indifference

Institutional investors are turning their backs on companies that ignore environmental, social and governance issues.

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Canadian Securities Regulators Seek Comment on Proposed Amendments to Business Acquisition Reports Requirement

The Canadian Securities Administrators (CSA) today published for comment proposed amendments to the business acquisition report (BAR) requirements for reporting issuers that are not venture issuers.

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Investors Fail to See Value of S and G Factors of ESG, Notes Study

NN Investment says 86% say energy transition from fossil fuels to renewables has potential to drive investment returns.

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The Future of Research in the U.S. After MiFID II

In a 26 June 2019 letter (the Letter) to Jay Clayton, Chair of the US Securities and Exchange Commission (Commission or SEC), CFA Institute, together with the Healthy Markets Association (Healthy Markets) and the Council of Institutional Investors (col- lectively, the Coalition), conveyed two recommendations to address issues raised by the Markets in Financial Instruments Directive II (MiFID II) for US-based broker/dealers and asset managers. The Coalition recommended that the SEC revise guidance under Section 28(e) of the Securities Exchange Act of 1934 (the Exchange Act).

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