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Securities Regulators Find Gaps in Non-GAAP and Distribution Disclosures by REITs and REOCs

The Canadian Securities Administrators (CSA) recently issued Staff Notice 52-329 Distribution Disclosures and Non-GAAP Financial Measures in the Real Estate Industry (Staff Notice), providing guidance on disclosure...more

Director Independence Regime – Time for a Change?

The Canadian Securities Administrators (CSA) have received formal submissions (Submissions) on Consultation Paper 52-404 – Approach to Director and Audit Committee Member Independence (Consultation Paper) from 27...more

No Such Thing as March Break (2018) – Selected Corporate and Securities Law Developments

March was once again a busy month this year for corporate and securities law developments, with the publishing of staff notices by the Toronto Stock Exchange (TSX), the Ontario Securities Commission (OSC) and Canadian...more

CSA Announce Policy Projects to Reduce Regulatory Burden for Public Companies

The Canadian Securities Administrators (CSA) recently published Staff Notice 51-353 – Update on CSA Consultations Paper 51-404 Considerations for Reducing Regulatory Burden for Non-Investment Fund Reporting Issuers (Notice),...more

2018 Proxy Advisory Firm Voting Guidelines: Canadian Highlights

As an early step in preparing for the upcoming proxy season, issuers should familiarize themselves with the Canadian proxy voting guidelines recently published by Institutional Shareholder Services Inc. (ISS) and Glass Lewis...more

Are Directors Independent? It Depends: CSA Revisiting Regime

The Canadian Securities Administrators (CSA) have released CSA Consultation Paper 52-404 – Approach to Director and Audit Committee Member Independence (Consultation Paper) and are inviting comments on the current approach to...more

CSA Reports Another Small Step for Women; Still No Giant Leap for Humankind

The Canadian Securities Administrators (CSA) recently published CSA Multilateral Staff Notice 58-309 Staff Review of Women on Boards and in Executive Officer Positions – Compliance with NI 58-101 Disclosure of Corporate...more

No Such Thing as March Break – Selected Corporate and Securities Law Developments

March was a busy month for corporate and securities law developments, with the publishing of staff notices by the Toronto Stock Exchange (TSX) and Canadian Securities Administrators (CSA), as well as developments regarding...more

New Medium, Same Expectations: CSA Cautions Canadian Public Issuers on Use of Social Media

On March 9, 2016, the Canadian Securities Administrators (CSA) published Staff Notice 51-348 Staff’s Review of Social Media Used by Reporting Issuers (Staff Notice), which reported on the social media disclosure (Facebook,...more

2017 Proxy Advisory Firm Voting Guidelines: Canadian Highlights

As an early step in preparing for the upcoming proxy season, issuers should familiarize themselves with the Canadian proxy voting guidelines recently published by Institutional Shareholder Services Inc. (ISS) and Glass Lewis...more

Proposed Regulations for Revised CBCA Provide Structure to Changes Proposed in Bill C-25

With the recent release of proposed regulations (Regulations), the Government of Canada has put some meat on the bones of the proposed changes to the Canada Business Corporations Act (CBCA) that were contained in Bill C-25...more

Nominee Directors: Rights and Responsibilities

It is common for shareholders of both public and private companies to nominate directors to sit on the companies’ boards on their behalf. This commonly occurs when an investor is an institution, when it has the contractual...more

Bill C-25 Looks to Include Majority Voting, Diversity Disclosure Requirements in Canada Business Corporations Act

The Government of Canada recently introduced Bill C-25 (Bill), titled “An Act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act and the Competition Act”....more

CSA Identifies Only a Small Step for Women; No Giant Leap for Humankind

On September 28, 2016, the Canadian Securities Administrators (CSA) published CSA Multilateral Staff Notice 58-308 – Staff Review of Women on Boards and in Executive Officer Positions – Compliance with NI 58-101 Disclosure of...more

Canadian Securities Laws, Issuer Websites and Social Media: Do The Evolution

A lot has changed since the ’90s and change has, for the most part, been a good thing, although I still have a nostalgic yearning to wear plaid flannel and Doc Martens again. Despite the astonishing technological developments...more

CSA Releases Results of Annual Continuous Disclosure Review Program

The Canadian Securities Administrators (CSA) have released CSA Staff Notice 51-346 Continuous Disclosure Review Program Activities for the fiscal year ended March 31, 2016 (Notice), summarizing the results of its members’...more

Are Mandatory Gender Diversity Targets Coming for Public Companies in Ontario?

On June 7, 2016, the Ontario government announced that it has accepted all 11 recommendations set forth in Catalyst Canada’s report, Gender Diversity on Boards in Canada: Recommendations for Accelerating Progress (Report)....more

CSA re: Non-GAAP, TSX NCIB FAQs and Other Acronyms

Recently, the CSA (Canadian Securities Administrators) released revised guidelines regarding the disclosure of non-GAAP (generally accepted accounting principles) financial measures and the TSX (Toronto Stock Exchange)...more

2016 Proxy Advisory Firm Voting Guidelines: Canadian Highlights

As an early step in preparing for the upcoming proxy season, issuers should familiarize themselves with the Canadian proxy voting guidelines recently published by Institutional Shareholder Services Inc. (ISS) and Glass Lewis...more

Cybersecurity Risks: Directors and Officers Should Stop, Collaborate and Listen

The risks associated with cyber-attacks and data breaches are growing in Canada and internationally and the costs associated with an organization preventing, detecting, responding to and recovering from such an incident can...more

Check the Cooperative System’s Regulation of Prospectus Offerings and Continuous Disclosure: Like It So Far?

The revised consultation draft of the uniform provincial and territorial Capital Markets Act (CMA) and draft initial regulations under the CMA (Initial Regulations and, together with the CMA, the Consultation Drafts) have...more

Multiple Voting Shares: Don’t Call it a Comeback

Dual class share structures have been thrust back into the spotlight by a recent flurry of initial public offerings of subordinate voting shares, a proposed going private transaction of a dual class share company and...more

Broad Changes to Ontario Corporate Law Recommended

A panel of legal practitioners and academics appointed by Ontario’s Ministry of Government and Consumer Services (Panel) has recommended potential updates and revisions to a number of corporate and commercial Ontario statutes...more

OSC Expects REIT Distributions Disclosure to Yield More Information

In the current low interest rate environment, yield-hungry investors have been particularly attracted to real estate investment trusts (REITs), which, as tax-efficient, flow-through investment vehicles, aim to pay regular...more

Applying Canadian Securities Laws To Social Media: A Square Peg In A Round Hole (OWTTE)

The time has come for Canadian securities regulators and stock exchanges to revisit the application of securities laws and policies to the use of electronic communications for the disclosure of material information. Existing...more

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