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OSC Provides Guidance on “Necessary Course of Business” Exception to Prohibition Against Tipping

In a recent decision, Kraft (Re) (Kraft), the Ontario Capital Markets Tribunal (the Tribunal) articulated clear guidance with respect to the application of the necessary course of business (NCOB) exception to the prohibition...more

ISS and Glass Lewis Update 2024 Proxy Voting Guidelines

Glass, Lewis & Co (Glass Lewis) and Institutional Shareholder Services (ISS) have each released updates to their Canadian proxy voting guidelines for the 2024 proxy season. The Glass Lewis updates apply to shareholder...more

CSA Publishes New Guidance on Disclosure of Women on Boards and in Executive Officer Positions

The Canadian Securities Administrators (CSA) has published the seventh annual Review of Disclosure Regarding Women on Boards and in Executive Officer Positions. The participating jurisdictions from the previous...more

Canadian Government Proposes New CBCA Standard for Electing Directors (Updated)

The federal government has introduced proposed regulations that would, among other things, change the director election process for certain corporations established under the Canada Business Corporations Act (CBCA). The...more

Corporations Canada Holds Public Consultations on Proposed CBCA Amendments

Corporations Canada has launched public consultations on proposed regulations under the Canada Business Corporations Act (CBCA) related to recent amendments to the CBCA regarding executive compensation and the well-being of...more

2021 ISS and Glass Lewis Updates to Canadian Proxy Voting Guidelines

Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis) have both released updates to their respective Canadian proxy voting guidelines for the 2021 proxy season. The ISS updates apply to shareholder...more

Securities Regulators Provide Guidance for AGMs During COVID-19 Outbreak

As discussed in our earlier update, COVID-19 and Annual Shareholder Meetings, many issuers are reconsidering certain elements of their upcoming annual shareholders meeting (AGM). The regulatory reaction to this trend has...more

Shareholder Activism in a Time of COVID-19 Uncertainty

With the dual threat of the global COVID-19 pandemic and the oil price war between Russia and Saudi Arabia, financial markets in Canada and around the world have suffered heavy losses. As uncertainty looms, a variety of...more

CSA Staff Notice Provides Guidance on Climate Change-Related Risk Disclosure

On August 1, 2019, the Canadian Securities Administrators (CSA) issued CSA Staff Notice 51-358: Reporting of Climate Change-related Risks (the "Notice") that provides guidance on risk identification and disclosure by...more

Rules of Play in the TSX “Sandbox”: Canada’s Top Exchange Clarifies New Securities Listing Initiative

On April 12, 2019, the Toronto Stock Exchange (TSX) released TSX Staff Notice 2019-0002, providing guidance on its new "Sandbox" initiative. This initiative is intended to facilitate the acceptance of: (i) original listing...more

Public Mergers and Acquisitions in Canada 2nd Edition - May 2017

Canadian public merger and acquisition transactions in 2016 (in-bound and out-bound) comprised over C$400 billion in value with at least one-third of the transactions in Canada being fueled by foreign buyers. The second...more

Taseko Mines Defeats Raging River in Proxy Contest: Important Lessons for Boards Facing a Dissident Attack

After a lengthy, acrimonious and costly proxy contest to remove three directors of Taseko Mines Limited (“Taseko”) and elect its own nominees, in early May, 2016, activist investor Raging River Capital LP (“Raging River”)...more

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