Category: Capital Markets

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2018 Proxy Advisory Firm Voting Guidelines: Canadian Highlights

January 15, 2018

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 & Co. (Glass Lewis). This bulletin addresses certain of the updated topics covered by the ISS benchmark policy recommendations and Glass Lewis proxy guidelines and shareholder initiatives guidelines,…

Catucci v. Valeant: Implications for Quebec Financings

January 10, 2018

Quebec courts have reaffirmed how challenging it can be for underwriters, issuers and other defendants to resist securities class actions for statutory primary market liability at the authorization or “certification” stage. In 2017, the Superior Court of Québec and the Québec Court of Appeal gave the green light for a class action lawsuit involving Valeant Pharmaceuticals International Inc. (Valeant), a…

Clarity for Offshore Distributions by Ontario Issuers: OSC Adopts Rule 72-503 Distributions Outside Canada

January 4, 2018

On December 21, 2017, the Ontario Securities Commission (OSC) adopted OSC Rule 72-503 Distributions Outside Canada (Rule 72-503) and Companion Policy 72-503CP (72-503CP, and together with Rule 72-503, the Final Rule). The Final Rule aims to provide Ontario issuers and their underwriters with more certainty regarding the application of Ontario prospectus and dealer registration requirements to distributions of securities to investors…

Bill 141: New Governance Rules for Certain Quebec Companies

December 11, 2017

Directors of Quebec insurers, trust and savings companies and deposit institutions will have increased duties regarding the development and enforcement of “sound commercial practices” and “sound and prudent management practices” in order to comply with new regulations enacted by Bill 141. The bill, titled An Act mainly to improve the regulation of the financial sector, the protection of deposits of…

Are Directors Independent? It Depends: CSA Revisiting Regime

November 15, 2017

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 director independence determinations and board committee membership. Although the CSA regime has remained largely unchanged since 2004, the views of various governance commentators have evolved over time, with some…

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

October 31, 2017

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 Governance Practices (Notice). The Notice continues the review, for a third year, of “comply or explain” disclosure provided by non-venture public companies concerning the representation of women on boards…

CSA Comment on Registrants’ Cybersecurity and Social Media Practices

October 23, 2017

The Canadian Securities Administrators (CSA) have published Staff Notice 33-321 Cyber Security and Social Media (Staff Notice 33-321), which summarizes survey results of registered firms’ cybersecurity and social media practices, and provides guidance on each of the survey topics, reflecting the CSA’s expectation that registered firms will be vigilant to safeguard themselves and their clients from cyber threats. BACKGROUND Last…

TSX Adopts New Website, Equity Compensation Plan Disclosure Requirements

October 20, 2017

On October 19, 2017, the Toronto Stock Exchange (TSX) announced that it has adopted, and the Ontario Securities Commission has approved, the following amendments to the TSX Company Manual: (i) the introduction of website disclosure requirements for certain TSX listed issuers (Part IV Amendments), which become effective April 1, 2018; and (ii) amendments to the disclosure requirements regarding security based…

CSA Propose Amendments to the Mandatory Derivatives Clearing Rule

October 19, 2017

On October 12, 2017, the Canadian Securities Administrators (CSA) proposed for comment amendments (Amendments) to National Instrument 94-101 Mandatory Central Counterparty Clearing of Derivatives (NI 94-101), in order to refine the scope of entities that will become subject to mandatory clearing requirements beginning in August 2018. Clearing members that subscribe for a regulated clearing agency’s clearing services in respect of…

AMF Report Highlights Deficiencies in Disclosure Documents of Quebec Issuers

October 18, 2017

The Corporate Finance Division of Quebec’s Autorité des marchés financiers (AMF) recently released its first Summary of Oversight and Regulatory Activities (Report), which provides general information and reminders about securities regulatory issues and initiatives and identifies gaps in continuous disclosure and financing documents of Quebec issuers. The Report also provides a snapshot of the Quebec capital markets, including a profile…

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