Topic: Corporate Governance

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The Digital Dilemma: Cybersecurity and Boardroom Best Practices in the Technological Age

Ted BrookBy Ted Brook on Posted in Corporate Governance, Litigation, Securities, Uncategorized
Earlier this year, Commissioner Robert Jackson Jr. of the US Securities and Exchange Commission declared that cybersecurity is “the most pressing issue in corporate governance today.” Indeed, widespread digitization has fundamentally transformed the way that people do business, ushering in new heights of efficiency and connectivity. It has also created significant risk management issues for … Continue reading

Implications of the Collaborative Model of Corporate Governance

Amanda Ferriss (Toronto)By Amanda Ferriss (Toronto) on Posted in Corporate Governance
In a recent paper, Jill Fisch and Simone Sepe outline a new model for corporate governance: the Insider-Shareholder Collaborative model. A Shift Towards Collaboration Two models have previously dominated the corporate governance discourse: (i) the management-power model and (ii) the shareholder-power model. The former emphasizes a board’s decision-making authority as the corporation’s essential coordinating and … Continue reading

Exploring the Link between Gender, Governance, and Shareholder Activism

Kaitlin ShungBy Kaitlin Shung on Posted in Corporate Governance, Shareholder Activism
A study conducted by global consultancy firm Alvarez and Marsal (A&M) showed that companies with more women on their boards attract fewer activist investors. In particular, the study, which surveyed 1,854 public groups, revealed that companies not targeted by hedge fund activists had on average 13.4 per cent more women on their boards. Despite being … Continue reading

OSC Statement of Priorities

Danny UrquhartBy Danny Urquhart on Posted in Corporate Governance, Proxy Battles, Shareholder Activism
On July 5, 2018, the Ontario Securities Commission (“OSC”) released its annual Statement of Priorities (the “Statement”) for the financial year to end March 31, 2019. The Statement outlines the most pressing issues that the OSC hopes to address in connection with the administration of the Securities Act, regulations and rules. While investor protection is … Continue reading

Fee-Shifting By-Laws in Canadian Shareholder Litigation

Michael Viner (Toronto)By Michael Viner (Toronto) on Posted in Corporate Governance, Proxy Battles, Shareholder Activism
A fee-shifting by-law in the shareholder litigation context, “obligate[s] the plaintiff-shareholder to reimburse the corporation’s expenses (including attorneys’ fees and other costs) when the plaintiff [is] unsuccessful in litigation.” Shareholder litigation in the United States operates under the “American Rule” which provides that each party is responsible for their own attorney’s fees. Unlike South of … Continue reading

Tracking the Rise of Shareholder Activism through Withhold Campaigns in North America

Simone Nash (Toronto)By Simone Nash (Toronto) on Posted in Corporate Governance, Shareholder Activism
In a recent post about Canadian proxy contest trends, we discussed the growing concern with “The Active Passive investor” and potential issues on the horizon given a surge in the use of “withhold” campaigns. As of late, the prominence of withhold campaigns to signal shareholder discontent to boards of directors in North American markets has … Continue reading

“The Great White Short?” Canada Is the World’s #3 Destination for Activist Short Selling

Trevor ZeylJoe BrickerBy Trevor Zeyl and Joe Bricker on Posted in Corporate Governance, Proxy Battles, Securities, Shareholder Activism, Short selling
Recently, Activist Insight released a report on activist short selling. Activist short selling is when investors publicly bet on a stock going down in value. Among other interesting trends, the report shows that Canada ranks number 3 in the world for activist short campaigns. The data suggest that Canadian companies should be on high alert … Continue reading

Changes coming to Canadian Business Corporations Act (CBCA)

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

Geoff MensBy Geoff Mens 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

Danny UrquhartBy 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

Simone Nash (Toronto)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

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

Activist Shareholders Trading on the Blockchain: Is the Prized Secrecy Compromised?

Hugo Margoc (Toronto)By Hugo Margoc (Toronto) on Posted in Corporate Governance, Securities, Shareholder Activism
Background: Registered Shareholders and Beneficial Shareholders While a registered shareholder holds its shares directly with a company and can be contacted through its transfer agent, a beneficial shareholder does not have the shares registered in its name. Instead, a securities depository is the registered shareholder. There are two types of beneficial shareholders, a Non-Objecting Beneficial … Continue reading

Canadian Securities Administrators are seeking comments on soliciting dealer arrangements

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

Trends in Environmental Social Governance

Jaray Zhao (Toronto)By Jaray Zhao (Toronto) on Posted in Corporate Governance, Securities
Corporations are facing increasing pressure to offer more transparency and disclosure with respect to their governance practices that promote environmental and social sustainability. This year’s trends in Environment Social Governance (ESG) in the context of Canadian corporate governance indicate that more and more corporations are including ESG as part of their core mandates and that … Continue reading

Governance Oversight – Is Your Board An Active One?

Walied SolimanBy Walied Soliman on Posted in Corporate Governance
In a recent interview with Christopher P. Skroupa on Forbes.com, Walied Soliman (Chair of Norton Rose Fulbright Canada, LLP and Co-Chair of Norton Rose Fulbright’s Canadian special situations team) weighs in on what it means to be an active director. The interview can be viewed here. Stay connected with Special Situations Law and subscribe to the blog … Continue reading

Ignoring board gender diversity is no longer an option

Michael Viner (Toronto)By Michael Viner (Toronto) on Posted in Corporate Governance, Shareholder Activism
Discussions around board gender diversity are picking up steam in the lead up to the 2018 proxy season. Some of the leading proxy advisory firms, namely the Institutional Shareholder Services (ISS) and Glass Lewis & Co. LLC (Glass Lewis), appear to have caught wind of the discussions – both firms added a voting policy in … Continue reading

Glass Lewis’ 2018 Canada Policy Guidelines on Proxy Advice

Victoria Riley (Toronto)By Victoria Riley (Toronto) on Posted in Corporate Governance, Proxy Access, Proxy Battles, Shareholder Activism
Glass, Lewis & Co., LLC (Glass Lewis), a leading governance and proxy voting firm, has recently released its 2018 Policy Guidelines for Proxy Advice in Canada.  The following are three of its key changes from the 2017 Policy Guidelines: Board Gender Diversity In the new year, Glass Lewis will not make voting recommendations solely on the … Continue reading

5 Key Developments in Canadian Corporate Governance Rules in 2017

Walied SolimanOrestes PasparakisBy Walied Soliman and Orestes Pasparakis on Posted in Corporate Governance
Members of Norton Rose Fulbright’s Canadian Special Situations team have published an article on the firm’s website highlighting key developments in Canadian corporate governance rules in 2017. The article can be found here: http://www.nortonrosefulbright.com/files/ca-5-key-developments-in-canadian-corporate-governance-rules-in-2017-161267.pdf. Stay connected with Special Situations Law and subscribe to the blog today.  … Continue reading

Overboard, under deliver?

Denise Gan (Toronto)By Denise Gan (Toronto) on Posted in Corporate Governance
We recently reported that Institutional Shareholder Services (ISS) released its 2018 Americas Proxy Voting Guidelines Updates (the Policy Update), which, among other things, establishes modified guidelines for determining whether a director serving on the board of multiple public companies is “overboarded”. Starting in 2019, ISS will recommend a withhold vote for (1) directors of TSX-listed … Continue reading

ISS releases 2018 Americas Proxy Voting Guidelines Updates

Joe BrickerBy 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

Management diversity: will targets and quotas improve gender diversity?

Lucy Liu (Toronto)By Lucy Liu (Toronto) on Posted in Corporate Governance
On October 5, 2017, the Canadian Securities Administrators (CSA) released Staff Notice 58-309 (Staff Notice) reporting findings of a review carried out by various Canadian securities regulators of disclosure regarding women on boards and in executive officer positions by TSX issuers, as prescribed in National Instrument 58-101 Disclosure of Corporate Governance Practices. We previously reported … Continue reading

Environmental, social and governance (ESG) practices are paving their way into the mainstream

Peter Charbonneau (Toronto)By Peter Charbonneau (Toronto) on Posted in Corporate Governance, Securities
As discussed in our earlier blog post, the Kingsdale Advisors’ (Kingsdale) annual Proxy Season Review for 2017 identified ESG trends as one of several issues on the horizon for public companies. Kingsdale noted that heightened scrutiny from investors could translate into a demand for enhanced disclosure on the part of issuers. The three factors that … Continue reading
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