Category: Corporate Governance

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

October 15, 2015

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 been published by the regulatory authority (Authority) under the proposed Cooperative Capital Markets Regulatory System (Cooperative System) and are open for comment until December 23, 2015. The Consultation…

Director Term Limits Not Common

October 9, 2015

On September 28, 2015, the Canadian Securities Administrators (CSA) released a staff notice summarizing the findings from its review of the corporate governance disclosure of non-venture issuers related to policies regarding director term limits and other mechanisms for board renewal. The review relates to the amendments to National Instrument 58-101– Disclosure of Corporate Governance Practices and Form 58-101F1 Corporate Governance…

Alert: New Requirement to File Existing GST/HST Closely Related Party Elections Quickly Approaching

November 14, 2014

  Closely related Canadian corporations and partnerships often use an election under section 156 of the Excise Tax Act (Canada) to manage GST/HST on intercompany supplies of services and property (other than real property). The effect of the election is to deem every taxable supply between the electing parties to have been made for no consideration, resulting in no GST/HST…

Is CEO Pay Ratio Disclosure Coming to Canada?

July 23, 2014

INTRODUCTION Last year, the U.S. Securities and Exchange Commission (SEC) approved a proposal that would require U.S. public companies to disclose the ratio of CEO annual compensation to median employee annual compensation. Similarly, the European Commission is proposing the adoption of rules requiring certain publicly traded companies to report CEO pay ratios.   Proposals to use and disclose vertical benchmarking…

Horns Locked Between Investors and Issuers Over Proxy Advisory Firm Regulation

July 14, 2014

In our May 2014 Blakes Bulletin: CSA’s Light Touch Proxy Advisory Firm Proposal May Disappoint Issuers, we predicted that the Canadian Securities Administrators’ (CSA) proposed National Policy 25-201 – Guidance for Proxy Advisory Firms (Proposed Policy) might disappoint Canadian issuers. The proposed guidelines have provoked lively criticism from not only issuers, but also institutional investors and their associations, with both…

Public Procurement in Quebec: New Authorization Regime under Judicial Scrutiny

June 12, 2014

On December 7, 2012, in the wake of the corruption and collusion scandals, the newly elected Quebec government (Government) adopted its first piece of legislation, the Integrity in Public Contracts Act (Integrity Act), which introduced the requirement for business enterprises wishing to contract with the Government to obtain a prior authorization from the Autorité des marchés financiers (AMF), Quebec’s financial markets regulator….