On March 11, 2024, the Ontario Capital Markets Tribunal (Tribunal) released its reasons for dismissing Mithaq Capital Inc.'s (Mithaq) application on December 14, 2023, to cease trade a private placement that Aimia Inc....more
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
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
1/4/2024
/ Board of Directors ,
Canada ,
Corporate Governance ,
Corporate Officers ,
Diversity ,
Executive Compensation ,
GAAP ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Non-GAAP Financial Measures ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Shareholder Meetings
On September 21, 2023, the Canada Securities Administrators (CSA) published a notice and request for comment regarding proposed amendments to National Instrument 44-102—Shelf Distributions (NI 44-102) and other securities law...more
Much has been written about when a business should go public and the considerations that inform that choice. Assuming the decision to go public has been made, second in importance to that determination is how a private...more
Key Takeaways for All Market Participants In Canada -
- All SEDAR users are required to complete their pre-launch onboarding submissions by April 14, 2023.
- SEDAR+ goes live on June 13, 2023.
- Filers that miss...more
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
Clarity for CBCA Incorporated Reporting Issuers On January 31, 2023, the Canadian Securities Administrators (CSA) published an exemption (the Exemption) for reporting issuers incorporated under the Canada Business...more
The Ontario Securities Commission (OSC) has announced that it will return to its pre-December 7, 2021, service standard timelines and commitments for prospectus reviews effective January 9, 2023, given market changes and...more
Glass, Lewis & Co (Glass Lewis) and Institutional Shareholder Services (ISS) have both released updates to their Canadian proxy voting guidelines for the 2023 proxy season. The Glass Lewis updates apply to shareholder...more
On December 6, 2021, the Canadian Securities Administrators (CSA) announced temporary exemptions providing for the adoption of a "well-known seasoned issuer" (WKSI) program applicable to certain issuers filing base shelf...more
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
In March 2021, the Canadian Securities Administrators (CSA) published the sixth Staff Review of Disclosure Regarding Women on Boards and in Executive Officer Positions. Recently, participating securities regulatory...more
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
Sustainable investing has gained significant traction in recent years as a way for companies to exhibit corporate social responsibility in the community by meeting a wide range of environmental, social and governance (ESG)...more
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
On October 29, 2020, the Canadian Securities Administrators (CSA) issued Multilateral Staff Notice 51-361 for the fiscal years ended March 31, 2020, and 2019. The notice is part of the CSA's continuous disclosure review...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
The Toronto Stock Exchange (TSX) has adopted housekeeping amendments to -
- Clarify the method to count votes "for" and "withheld" in director elections;
- Clarify the dividend notification requirement for a...more
On March 18, 2020, the Canadian securities administrators (CSA) indicated that they will be providing blanket relief granting a 45-day extension for periodic filings normally required to be made on or before June 1, 2020, by...more
As a result of measures designed to limit the spread of COVID-19, Canadian public companies are reconsidering typical approaches to annual meetings of shareholders. Many public companies are deciding to hold virtual or hybrid...more
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
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
Is the End in Sight?
On November 9, 2018, the Supreme Court of Canada (SCC) unanimously ruled that a proposed pan-Canadian securities regulator is constitutionally acceptable. The decision, Reference re Pan-Canadian...more
On September 6, 2018, the Canadian Securities Administrators (CSA) published a Notice and Request for Comment (the "Notice") regarding Proposed National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure (the...more