With the 2024 proxy season now in full swing, companies face a number of important questions. Among them is the timely question of meeting format: whether to hold the company’s annual general meeting (AGM) in person, virtually, or
Compliance
ISS includes Economic Value Added in its Compensation Reports
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…
CEO Activism: A Double-Edged Sword?
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…
Holding up the deal: the threat of “bumpitrage” to M&A
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.…
Changes coming to Canadian Business Corporations Act (CBCA)
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.…
The Gender Question: BC Securities Commission asks for comment on disclosure requirements with respect to board gender diversity
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…
TSX Adds New Website Disclosure Requirements
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…
Corporate Governance in the Cannabis Sector
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…
Best Practices for Board Oversight and Disclosure of Environmental and Social Issues
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…
Canadian Securities Administrators are seeking comments on soliciting dealer arrangements
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…