On February 27, 2023, the Toronto Stock Exchange (TSX) published Staff Notice 2023-0001 (the Notice), providing guidance on how TSX addresses voting agreements entered into between a TSX listed issuer and one or more of its...more
In recent years, there has been a distinct increase in climate-related shareholder activism with shareholder proposals and other initiatives on climate-related topics becoming prominent world-wide. On May 12, 2022,...more
On November 24, 2021, the TSX Venture Exchange (the Exchange) revised its policies regarding security-based compensation. Specifically, Policy 4.4 — Incentive Stock Options (the Former Policy) has been replaced by new...more
On February 25, 2021, the Canadian Securities Administrators (CSA) published Staff Notice 51-362 – Staff Review of COVID-19 Disclosures and Guide for Disclosure Improvements. The CSA notice details the results of a recently...more
The Canadian Securities Administrators recently published amendments to National Instrument 51-102 Continuous Disclosure Requirements (NI 51-102) related to the Business Acquisition Report (BAR) requirements. The amendments...more
Institutional Shareholder Services ("ISS") and Glass, Lewis & Co ("Glass Lewis") have both released their updates to their respective Canadian proxy voting guidelines for the 2020 proxy season. The ISS updates apply to...more
1/29/2020
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Canada ,
Canadian Securities Administration ,
Corporate Governance ,
Diversity ,
Executive Compensation ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Pay-for-Performance ,
Proxy Advisory Firms ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Say-on-Pay ,
Shareholder Meetings ,
Shareholders
The United States Securities and Exchange Commission (SEC) recently issued guidance on the applicability of certain U.S. proxy rules to voting advice given by proxy advisory firms, such as ISS and Glass Lewis. This initiative...more
9/10/2019
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Capital Markets ,
Corporate Governance ,
Investment Adviser ,
New Guidance ,
Proxy Advisors ,
Proxy Advisory Firms ,
Proxy Solicitations ,
Proxy Voting Guidelines ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholders
Institutional Shareholder Services ("ISS") and Glass, Lewis & Co ("Glass Lewis") have both released their updates to their respective Canadian proxy voting guidelines for the 2019 proxy season. The ISS updates apply to...more
1/23/2019
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Audits ,
Board of Directors ,
Canada ,
Corporate Governance ,
Corporate Officers ,
Corporate Social Responsibility ,
Diversity ,
Executive Compensation ,
Glass Lewis ,
Indemnification ,
Institutional Shareholder Services (ISS) ,
Overboarding ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Shareholder Meetings ,
Virtual Meetings
The Canadian Securities Administrators (CSA) published Staff Notice 61-303 and Request for Comment (the Notice) on April 12, 2018, which outlines issues that the CSA has identified regarding the use of soliciting dealer fee...more
Three years following implementation of mandatory disclosure of women on boards and in executive officer positions, the new rules have marginally improved female representation. The percentage of women holding board seats...more
Institutional Shareholder Services (ISS) and Glass, Lewis & Co (Glass Lewis) have both released their updates to their respective Canadian proxy voting guidelines for the upcoming 2018 proxy season. The ISS updates apply to...more
Transactions between related parties may create material conflicts of interest between an issuer and its directors, officers and related parties. In particular, material conflicts of interest may arise in the context of...more
Institutional Shareholder Services (ISS) and Glass, Lewis & Co (Glass Lewis) have both released their updates to their respective Canadian proxy voting guidelines for the upcoming 2017 proxy season. The ISS updates apply to...more
11/25/2016
/ Audits ,
Board of Directors ,
Canada ,
Corporate Governance ,
Director Compensation ,
Equity Compensation ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Pay-for-Performance ,
Proxy Season ,
Shareholder Rights
Effective October 31, 2016, the Alberta Securities Commission (ASC) adopted Multilateral Instrument 45-108 Crowdfunding (MI 45-108) which provides Alberta-based issuers with a crowdfunding prospectus exemption. MI 45-108 is...more
Are going private transactions on the rise? Conditions are ripe for an increased number of private equity-led buyouts of public companies.
In a "lower for longer" commodity price environment, Canadian energy and...more
Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis) have both released updates to their respective Canadian proxy voting guidelines for the upcoming 2016 proxy season. The ISS updates will apply to...more
On September 10, 2015, the Toronto Stock Exchange (TSX) published a Notice of Amendments to the TSX's Company Manual. The Amendments modify, expand and formalize certain exemptions available to issuers listed on the TSX which...more
On August 25, 2015, the participating jurisdictions of the proposed Cooperative Capital Markets System (the Cooperative System) published for comment a revised consultation draft of the uniform provincial/territorial Capital...more
On April 9, 2015, the Canadian Securities Administrators announced amendments to the continuous disclosure and governance obligations of venture issuers in three national instruments: National Instruments 51-102 Continuous...more
Institutional Shareholder Services (ISS) released updates to its Canadian proxy voting guidelines for the upcoming 2015 proxy season. The ISS updates will apply to shareholder meetings of publicly traded Canadian companies...more
The Alberta Securities Commission (ASC) has applied to the Supreme Court of Canada for leave to appeal the August 2014 decision of the Alberta Court of Appeal (Court) in Walton v Alberta (Securities Commission), 2014 ABCA 723...more
11/18/2014
On May 22, 2014, the Canadian Securities Administrators (CSA) published for comment proposed amendments to National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102), National Instrument 41-101 General...more
On February 27, 2014, the Canadian Securities Administrators (CSA) published for comment proposed amendments to National Instrument 45-106 Prospectus and Registration Exemptions. The proposed amendments, if adopted, would...more
On October 21, 2013, Institutional Shareholder Services (ISS), an influential proxy advisory firm, released three proposed updates to its Canadian proxy voting guidelines. The proposed updates relate to director overboarding,...more
The Alberta Securities Commission (ASC) has entered into a settlement agreement with Anthony Lambert, the former CEO of Daylight Energy Ltd., following allegations by the ASC that Mr. Lambert violated provisions of the...more