Category: Capital Markets

2020 Proxy Advisory Firm Voting Guidelines: Canadian Highlights

January 22, 2020

In preparation 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), respectively. This bulletin addresses certain topics covered by the ISS benchmark policy recommendations and Glass Lewis’s proxy guidelines and shareholder initiatives guidelines, respectively, in each case for the…

Climate Change Litigation Heats Up: Emerging Trends and Analysis

December 19, 2019

Recently, several Canadian youths aged 10 to 19, filed a lawsuit against the Government of Canada and the Attorney General of Canada over climate change, alleging violations of their rights under the Canadian Charter of Rights and Freedoms. On October 25, 2019, the plaintiffs claimed that the release of anthropogenic greenhouse gases (GHGs) into the atmosphere is triggering a host…

Burden Reduction: OSC Addresses 199 Problems

November 28, 2019

The Ontario Securities Commission (OSC) has released its Reducing Regulatory Burden in Ontario’s Capital Markets report (Report), identifying 107 initiatives to address 34 underlying concerns identified in the 199 suggestions received through its stakeholder consultation process to gather feedback on unnecessary burden and areas for improvement. While a national securities regulator would be the most significant reduction in the burden…

Cybersecurity Alert: IIROC-Regulated Investment Firms Must Now Report Incidents

November 25, 2019

The Investment Industry Regulatory Organization of Canada (IIROC) has amended its Dealer Member Rules to require mandatory reporting by dealer members (Dealers) in the event of a cybersecurity incident. The amendments are accompanied by guidance on the new requirements. IIROC expects dealers to issue an initial report within three days of discovery of an incident, and to submit a detailed…

CSA Seeks Comments on Initiative to Reduce Regulatory Burden for Investment Fund Issuers

November 21, 2019

In September 2019, the Canadian Securities Administrators (CSA) published CSA Notice and Request for Comment Reducing Regulatory Burden for Investment Fund Issuers – Phase 2, Stage 1, which outlines a number of proposed amendments and proposed changes to the disclosure regime and operational matters for investment fund issuers (the Proposed Amendments). Comments on the Proposed Amendments are due by December…

Clawback Policies Gain More Ground in Canada

November 18, 2019

Despite a lack of legislative change over the past eight years, the use of “clawback” provisions—arrangements under which an employee forfeits previously awarded compensation—have become increasingly common in Canada. Canadian public companies listed in the U.S. are subject to statutory clawbacks for certain employees. As well, certain Canadian financial institutions regulated by the Office of the Superintendent of Financial Institutions…

Summary of Oversight and Regulatory Activities: AMF’s 2019 Report on Quebec Capital Markets

October 29, 2019

The Corporate Finance division of the Autorité des marchés financiers (AMF) recently released its third annual Summary of Oversight and Regulatory Activities (Report). Along with an overview of Quebec’s capital markets, the Report provides constructive feedback for issuers arising from the AMF’s oversight activities, as well as information on the development and the implementation of guidance and regulations for insiders…

Securities Regulators Look to Improve Client-Registrant Relationship with Client Focused Reforms

October 23, 2019

The Canadian Securities Administrators (CSA) recently published reforms to enhance the client-registrant relationship (Client Focused Reforms). The Client Focused Reforms amend National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103) and its companion policy (Companion Policy) by, among other things: Expanding the list of enumerated “know-your-client” (KYC) information required to be gathered at inception of, and updated…

U.S., U.K. Track How Employees’ Salary Stacks Up Against CEO Pay: Is Canada Next Stop for CEO Pay Ratio Disclosure?

October 21, 2019

Each year in January, the Canadian Centre for Policy Alternatives (CCPA) publishes a report on the compensation of the 100 highest-paid chief executive officers (CEOs) of companies on Canada’s S&P/TSX Composite Index, and includes a comparison between the CEOs’ compensation and the average annual income of a Canadian worker. There’s a growing interest in executive compensation relative to other compensation…

Mandatory “Say-on-Pay” May Be on the Way in Canada

October 7, 2019

A Canadian legal requirement to present an advisory “Say-on-Pay” shareholder vote—a shareholder vote approving a company’s approach to executive compensation—is potentially on the horizon for certain Canadian public companies. As a result, Canadian public companies that have not yet done so—particularly those that are federally incorporated—may be considering whether to voluntarily adopt a Say-on-Pay vote for the upcoming proxy season….