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Getting Out the Vote: Potential Regulation of Proxy Advisory Firms
In recent years, the role of proxy advisory firms in the Canadian capital markets has noticeably increased. Institutional investors, issuers and proxy advisory firms will be interested in the consultation paper of the Canadian Securities Administrators (CSA) published for comment...
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Secret Proxy Fights: Is Your Board About to be Replaced Without Your Knowledge? Advance Notice By-laws May Save the Day
Despite the effort that Canadian companies make to properly identify, vet, and educate director nominees, for most of these companies, unknown, unproven and, at times, undesirable director candidates can be nominated directly from the floor of shareholder meetings – with...
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Proportional Regulation: An Update on Proposed National Instrument 51-103 Ongoing Governance and Disclosure Requirements for Venture Issuers
On July 29, 2011, the Canadian Securities Administrators (CSA) published for comment significant changes to the regulatory regime for venture issuers (see our article in the Summer 2011 edition). After reviewing comments received, on September 13, 2012, the CSA published...
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Canada Rejects Petronas-Progress Deal: What is a « Net Benefit » to Canada?
Another high profile decision by the Federal Industry Minister has raised important questions on what criteria Industry Canada will use to evaluate foreign take-overs. On October 19, 2012, Industry Minister Christian Paradis advised Malaysian state-owned oil company PETRONAS that it...
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Executive Compensation Disclosure and Analysis: Amendments to Form 51-102F6 Statement of Executive Compensation
General Issuers should be aware that, beginning October 31, 2011, publicly traded companies will be required to provide enhanced disclosure related to executive compensation, as well as any risks associated with the company’s compensation practices. The amended Form 51-102F6 Statement...
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Why the Supreme Court Said No
On December 23, 2011, the Supreme Court of Canada (the “Supreme Court”) issued its decision to reject the federal government’s attempt to create a central body to regulate securities across Canada. Recommendations for national securities regulation in Canada are not...
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CSA Expresses Concerns and a Warning for Issuers using Mass Media to Advertise
Issuers who advertise by way of television, radio, internet, social media and/or print will need to be particularly vigilant that such advertising is in compliance with applicable continuous disclosure requirements and is not misleading to investors. The warning to issuers...
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CSA Staff Consultation Note 45–401
Review of Minimum Amount and Accredited Investor Exemptions On November 10, 2011, staff of the Canadian Securities Administrators (“CSA”) published CSA Staff Consultation Note 45-401 (“45-401”). 45-401 advises that the CSA is conducting a review of the minimum amount prospectus...
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Incorporation and Shareholders Agreements Checklist
Originally published in 1996 with updates in 2000, 2006 and 2011.
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New NI 43-101 Effective June 30, 2011
General The Canadian Securities Administrators has recently adopted amendment to NI 43-101 Standards of Disclosure for Mineral Projects. The changes were released after consultation with market participants and came into force on June 30, 2011. The summary below addresses the...
