Tag archives: disclosure

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 guidance is intended to promote transparency in the processes leading to vote recommendations and the development of proxy voting guidelines, and to foster understanding among market participants about the activities of proxy advisory firms.

The guidance is a response by the CSA to certain concerns about the services of proxy advisory firms and their potential impact on Canadian capital markets. … Continue Reading

Enhanced Disclosure Requirements on Women in the Boardroom

The securities regulators in 7 provinces and 2 territories announced on Wednesday, October 15, 2014, that the final version of the amendments to National Instrument 58-101 Disclosure of Corporate Governance Practices (NI 58-101) and Form 58-101F1 Corporate Governance Disclosure (Form 58-101F1) would include stringent requirements pertaining to female representation on boards and in executive officer positions. Securities regulators in Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Quebec and Saskatchewan have all signed on to the long-awaited amendments.

Disclosure Requirements

The enhanced disclosure requirements pertaining to females on boards, while significant, … Continue Reading

CSA Drops Early Warning Report Proposals

The Canadian Securities Administrators (the CSA) provided an update today on its proposed amendments to the early warning system regime. Specifically, the CSA announced that it has determined that they will not proceed with: (a) the proposal to reduce the reporting threshold from 10% to 5%; and (b) the proposal to include “equity equivalent derivatives” for the purposes of determining the threshold for early warning reporting disclosure.

The CSA made their determination, in part, based on the views expressed by various market participants in the over 70 comment letters that the CSA received, which included views of concern about: … Continue Reading

Activist Pershing Square Teams Up With Valeant Pharmaceuticals To Target Allergan Inc.

Shareholder activism has been dubbed “the new M&A” in recognition of activists’ propensity to drive companies to pursue value-creating transactions.  Last month, Bill Ackman’s Pershing Square Capital Management took this trend to a new level when it teamed up with Quebec-based Valeant Pharmaceuticals International to orchestrate a hostile takeover bid for Botox manufacturer Allergan Inc. – a deal valued at over US$45 billion.  A joint vehicle formed between Pershing Square and Valeant was able to accumulate a strong toehold in Allergan in advance of Valeant’s bid by amassing nearly 10% of Allergan’s outstanding shares without detection.  While US securities law … Continue Reading

LexBlog