Topic: Compliance

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ISS includes Economic Value Added in its Compensation Reports

Photo of Denise Gan (Toronto)By Denise Gan (Toronto) on Posted in Compliance, Corporate Governance, Proxy Battles, Shareholder Activism
Institutional Shareholder Services (ISS) announced earlier this year that, in its 2019 proxy research reports, it will be displaying financial ratios derived from a base measure called Economic Value Added (EVA). The EVA ratios will initially be used for informational purposes only, meaning they will not factor in to say-on-pay voting recommendations or evaluations of … Continue reading

CEO Activism: A Double-Edged Sword?

Photo of Russell Dufault (Toronto)By Russell Dufault (Toronto) on Posted in Compliance, Corporate Governance, Shareholder Activism
In a recent study published on SSRN by the Rock Center for Corporate Governance at Stanford University, authors David F. Larcker, Stephen Miles, Brian Tayan and Kim Wright-Violich argue that CEO activism – the practice of CEOs taking public positions on environmental, social and political issues not directly related to their business – is a … Continue reading

Holding up the deal: the threat of “bumpitrage” to M&A

Photo of Trevor ZeylBy Trevor Zeyl on Posted in Compliance, Shareholder Activism
Considering the robust global M&A markets of the last few years, it is unsurprising that activist investors have increasingly sought to leverage these transactions for their own gain. To that end, shareholder activists have developed a variety of M&A-related strategies. Most commonly, they either seek to catalyze transactions by pressuring companies into a merger or … Continue reading

Changes coming to Canadian Business Corporations Act (CBCA)

Photo of Denise Gan (Toronto)By Denise Gan (Toronto) on Posted in Compliance, Corporate Governance, Shareholder Activism
Bill C-25 received Royal Assent on May 1, 2018. The bill will amend the CBCA by: reforming certain aspects of director elections; creating requirements for public companies to disclose officer and director diversity representation; and introducing the new Notice-and-Access Regime. While some of the CBCA amendments have come into force, many of the amendments – … Continue reading

The Gender Question: BC Securities Commission asks for comment on disclosure requirements with respect to board gender diversity

By The Special Situations Team on Posted in Compliance, Corporate Governance, Shareholder Activism
In late 2014, the Canadian Securities Administrators (CSA) published “comply or explain” rules regarding female representation in director and executive officer positions. The requirements were codified in National Instrument 58-101 (the Disclosure Requirements) and created a positive duty for issuers in participating jurisdictions to disclose the details of female representation, including issuers’ targets, policies, and … Continue reading

TSX Adds New Website Disclosure Requirements

By Danny Urquhart on Posted in Compliance, Corporate Finance, Corporate Governance
In October 2017, the TSX published updates under section 473 of the TSX Company Manual placing additional disclosure obligation requirements on non-exempted TSX-listed issuers. These updates became effective on April 1, 2018. The TSX’s updates mandate that each TSX-listed issuer (other than Non-Corporate Issuers, Eligible Interlisted Issuers and Eligible International Interlisted Issuers (as such terms … Continue reading

Corporate Governance in the Cannabis Sector

By Simone Nash (Toronto) on Posted in Compliance, Corporate Governance
Since the introduction of Bill C-45 to legalize the production, distribution and sale of cannabis for recreational use, the cannabis sector (the Sector) has been thriving. Despite many unknowns and uncertainties surrounding the Sector, investors appear unfazed as share prices continue to surge. Some key features of the Sector Even though Bill C-45 has not … Continue reading

Best Practices for Board Oversight and Disclosure of Environmental and Social Issues

Photo of Mark Bissegger (Toronto)By Mark Bissegger (Toronto) on Posted in Compliance, Corporate Governance, Shareholder Activism
In a recent post, we discussed investors’ growing interest in environmental and social (E&S) governance. As a recent report published by the Canadian Coalition for Good Governance (CCGG) demonstrates, public company boards are no less attentive to growing shareholder interest in E&S issues. The Directors’ E&S Guidebook (Guidebook), which is the product of consultations with … Continue reading

Canadian Securities Administrators are seeking comments on soliciting dealer arrangements

Photo of Trevor ZeylBy Trevor Zeyl on Posted in Compliance, Corporate Governance, M&A, Proxy Battles, Shareholder Activism
The Canadian Securities Administrators (the “CSA”) have issued CSA Staff Notice 61-303 and Request for Comment – Soliciting Dealer Arrangements (the “Notice”) on the use of soliciting dealer arrangements. “Soliciting dealer arrangements” generally refer to agreements entered into between issuers and investment dealers under which the issuer agrees to pay to the dealers a fee … Continue reading

ISS releases 2018 Americas Proxy Voting Guidelines Updates

By Joe Bricker on Posted in Compliance, Corporate Governance, Shareholder Activism
On November 16, 2017, Institutional Shareholder Services (ISS) released its 2018 Americas Proxy Voting Guidelines Updates (the Updates). These updates implement changes in a number of areas, with the most significant being a gender diversity policy and new criteria for determining when a director is “overboarded”. Except where indicated below, the changes are effective for … Continue reading

ISS Updates its Proxy Voting Guidelines for the 2015 Season

By Saeed Teebi (Toronto) on Posted in Compliance, Corporate Governance, Proxy Battles, Securities, Shareholder Activism
On November 6, 2014, Institutional Shareholder Services (ISS) released updates to its Canadian proxy voting guidelines for the 2015 proxy season.  The voting guidelines are effective for meetings held on or after February 1, 2015.  The following is a summary of the most significant changes. Director Elections Director Independence: ISS has made several changes to their … Continue reading

The Polarizing Effect of National Policy 25-201

By The Special Situations Team on Posted in Compliance, Corporate Governance, Proxy Battles, Securities, Shareholder Activism
In our recent post on June 24, 2014, we reported that the Canadian Securities Administrator (CSA) published for comment proposed National Policy 25-201 Guidance for Proxy Advisory Firms (NP 25-201). At its core, the purpose of NP 25-201 is to set out non-prescriptive guidelines for proxy advising firms to address issues relating to conflicts of … Continue reading

TSX Mandates Majority Voting for Election of Directors: What Issuers Need to Know

By The Special Situations Team on Posted in Compliance, Corporate Governance, Securities
On February 13, 2014, TSX announced amendments to the TSX Company Manual which mandate majority voting in uncontested elections of directors for TSX-listed issuers that are not majority controlled.  The purpose of these amendments, as stated by the TSX, is to improve corporate governance standards in Canada by providing a meaningful way for security holders … Continue reading

What Canadian public companies need to know about the 2014 ISS Corporate Governance Policy Updates

Photo of Andrea BrewerBy Andrea Brewer on Posted in Compliance, Corporate Governance, Securities
On November 21, 2013, Institutional Shareholder Services Inc. (ISS) issued its 2014 Corporate Governance Policy Updates applicable to issuers holding their shareholder meetings on or after February 1, 2014. Updates for the Americas, EMEA and Asia-Pacific were released. For the first time, ISS has opened a consultation period (which expires on February 14, 2014) related … Continue reading

Welcome to Norton Rose Fulbright Canada’s Special Situations Law blog!

Photo of Walied SolimanPhoto of Orestes PasparakisBy Walied Soliman and Orestes Pasparakis on Posted in Compliance, Corporate Governance, Proxy Battles, Securities, Shareholder Activism
We are excited to announce the launch of the Special Situations Law blog, a space for our Special Situations team members to comment and deliver insight on the legal and business developments impacting shareholder activism in Canada and globally.  The blog will house a wealth of resources and perspectives on special situations law, including: incisive … Continue reading
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