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
Canadian Securities Administrators
Federal government proposes changes to corporate law: What it means for corporate governance and 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…
Non-standard accounting measures: The media, regulators, and shareholders zero in
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…
Making Your Vote Count: New Developments on Proxy Voting in Canada
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…
More proxy fights and bully M&A tactics to come for commodity issuers; CSA publishes amendments to the Canadian take-over bid regime
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…
Proxy Advisory Guidance
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…
CSA issues progress report on its review of Proxy Voting Infrastructure
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…