Category: Corporate Governance

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

March 14, 2017

On March 9, 2017, 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, Twitter, YouTube, LinkedIn, Instagram and GooglePlus postings, amongst others, as well as disclosure on issuers’ own websites, including any message boards or blogs hosted on such sites) of…

2017 Proxy Advisory Firm Voting Guidelines: Canadian Highlights

January 31, 2017

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 regarding issuers listed on…

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

January 30, 2017

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 (Bill), which was released in the fall of 2016. In large measure, the Regulations continue the trend seen in the Bill of aligning the…

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

October 5, 2016

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 Corporate Governance Practices (Notice). The Notice continues the review, for a second year, of “comply or explain” disclosure provided by non-venture public companies in Manitoba, New…

Alberta Securities Commission Proposes Adoption of Gender Diversity Disclosure Requirements

September 21, 2016

On September 14, 2016, the Alberta Securities Commission (ASC) published for comment proposed amendments to National Instrument 58-101 – Disclosure of Corporate Governance Practices and Form 8-101F1 – Corporate Governance Disclosure that establish disclosure requirements regarding the representation of women on boards of directors and in executive officer positions of non-venture issuers as well as with respect to term limits…

Doing Business in Canada

September 9, 2016

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

August 25, 2016

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 over the past 25 years, one thing that hasn’t kept pace has been the Canadian Securities Administrators’ approach to the permitted methods for the initial dissemination…

OTC Derivatives in Canada: Getting Ready for the New Regulatory Regime

June 7, 2016

As part of the current global regulatory reform process, the rollout of Canada’s regulatory regime for over-the-counter derivatives is now in full swing.  These new market-based rules will impact how you trade OTC derivatives.  Blakes discusses the practical consequences of these reforms, including the following topics: Understanding how the Canadian reforms fit into the global market context Adapting your compliance…

B.C. Court of Appeal Issues Important Guidance on Directors’ Disclosable Interests, Oppression Proceedings

May 11, 2016

The B.C. Court of Appeal last week released a wide-ranging decision on the availability of oppression proceedings under the B.C. Business Corporations Act (BCA), when interests of directors will be disclosable as a consequence of acquisition and reorganization, and the reasonable expectations of shareholders considering takeover bids. The decision has significant implications for corporate governance and securities litigation, especially how…

2016 Proxy Advisory Firm Voting Guidelines: Canadian Highlights

January 6, 2016

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 briefly addresses certain of the updated topics covered by the ISS benchmark policy recommendations and Glass Lewis proxy guidelines with respect to…

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