Tag archives: Canadian Securities Administrators

Making your vote count II: CSA finalizes proxy voting protocols

Photo of Walied SolimanPhoto of Andrea BrewerPhoto of Nader Hasan (Toronto)By Walied Soliman, Andrea Brewer and Nader Hasan (Toronto) on Posted in Corporate Governance, Securities
The Canadian Securities Administrators (CSA) have recently released finalized guidance and protocols for meeting vote reconciliation under CSA Staff-Notice 54-305 Meeting Vote Reconciliation Protocols (the Protocols) which are implemented on a voluntary basis. The Protocols mark the latest step in a systemic review that began in 2013 to bring greater transparency and simplicity in vote … Continue reading

Federal government proposes changes to corporate law: What it means for corporate governance and shareholder activism

Photo of Walied SolimanPhoto of Andrea BrewerBy Walied Soliman and Andrea Brewer on Posted in Corporate Governance, Shareholder Activism
On September 28, 2016, Canada’s federal government introduced a bill proposing amendments (the Amendments) to the Canada Business Corporations Act (the CBCA), among other acts. The Amendments include new requirements for electing directors, mandatory diversity disclosure, and changes to shareholder communications. These proposed changes, if enacted, will have significant effects on corporate governance and shareholder … Continue reading

Non-standard accounting measures: The media, regulators, and shareholders zero in

Photo of Linda FuerstPhoto of Orestes PasparakisPhoto of Walied SolimanPhoto of Heidi ReinhartBy Linda Fuerst, Orestes Pasparakis, Walied Soliman and Heidi Reinhart on Posted in Securities
Non-standard accounting practices have been gaining in popularity among Canadian publicly traded companies. Issuers that rely solely on standard accounting metrics now make up a small minority of the companies listed in the S&P 500 and S&P/TSX 60. Many issuers believe that non-standard measures are a better reflection of performance than Generally Accepted Accounting Principles … Continue reading

Making Your Vote Count: New Developments on Proxy Voting in Canada

Photo of Tracey KernahanPhoto of Katherine PrusinkiewiczBy Tracey Kernahan and Katherine Prusinkiewicz on Posted in Corporate Finance, Securities
The majority of shareholders in Canada hold their shares through a broker or other intermediary which in turn holds their shares with the Canadian Depository for Securities Limited (CDS). Most voting at shareholder meetings therefore occurs within a layered, complex and opaque proxy system. This leads to uncertainty as to whether all of the votes … Continue reading

More proxy fights and bully M&A tactics to come for commodity issuers; CSA publishes amendments to the Canadian take-over bid regime

Photo of Walied SolimanPhoto of Orestes PasparakisPhoto of Trevor ZeylBy Walied Soliman, Orestes Pasparakis and Trevor Zeyl on Posted in Securities
Yesterday morning, the Canadian Securities Administrators (the CSA) published the long-awaited amendments to Canada’s take-over bid regime (the Amendments) under Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids. We believe that these Amendments may result in the increased use of proxy fights and bully M&A tactics by acquirors to effect acquisitions of commodity issuers. … Continue reading

Proxy Advisory Guidance

Photo of Trevor ZeylBy Trevor Zeyl on Posted in Securities
On April 30, 2015, the Canadian Securities Administrators (CSA) adopted National Policy 25-201 Guidance for Proxy Advisory Firms (the Policy). The Policy provides non-prescriptive and non-exhaustive guidance on recommended practices and disclosure for proxy advisory firms. The guidance is intended to promote transparency in the processes leading to vote recommendations and the development of proxy … Continue reading

CSA issues progress report on its review of Proxy Voting Infrastructure

By The Special Situations Team on Posted in Securities
The Canadian Securities Administrators (CSA) recently provided an update on their ongoing review of proxy voting infrastructure. The progress report follows the publication of CSA Consultation Paper 54-401 Review of the Proxy Voting Infrastructure in August 2013 (the Consultation Paper). The Consultation Paper examined two issues: (i) the accuracy of vote reconciliation in the current … Continue reading
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