Matthew Merkley at Blake, Cassels & Graydon LLP

2020 Proxy Advisory Firm Voting Guidelines: Canadian Highlights

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...more

1/23/2020 / Canada , Executive Compensation , Institutional Shareholder Services (ISS) , Proxy Advisory Firms , Proxy Season , Proxy Voting , Proxy Voting Guidelines , Shareholders , Toronto Stock Exchange

Burden Reduction: OSC Addresses 199 Problems

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...more

12/2/2019 / Canada , Canadian Securities Administration , IIROC , Investment Funds , Ontario Securities Commission (OSC)

Advancement of Women on Boards and in Executive Positions Remains a Work in Progress, CSA Reports

The number of women on boards and in Chief Executive Officer or Chief Financial Officer positions has risen compared to last year; however, the overall advancement of gender diversity remains a work in progress, as found by...more

10/10/2019 / Board of Directors , Canada , Corporate Governance , Diversity

Governance Policy Check-Up: It May Be Overdue

With an ever-shifting regulatory landscape filled with complex and evolving risks, public companies need to be vigilant in ensuring that their governance policies appropriately reflect current best practices. However, one...more

10/3/2019 / Canada , Corporate Governance , Diversity , Insider Trading , Securities Act , Social Media Policy

Additional Diversity Disclosure Required of CBCA Corporations in 2020

Beginning January 1, 2020, distributing corporations (generally, public companies) governed by the Canada Business Corporations Act (CBCA) will be required to provide additional diversity disclosure in connection with their...more

7/12/2019 / Board of Directors , Business Corporation Act , Canada , CBCA , Corporate Governance , Shareholders

CBCA Amendments Codify Best Interests Considerations

The federal government’s omnibus budget implementation bill (Bill) received royal assent on June 21, 2019, the last sitting day of the House of Commons and Senate before breaking for the summer. Accordingly, certain...more

7/5/2019 / Board of Directors , Business Corporation Act , Canada , CBCA , Corporate Governance , Fiduciary Duty , Say-on-Pay , Shareholders

CSA Propose New National Records Filing System to Replace SEDAR, SEDI and NRD

The Canadian Securities Administrators (CSA) are seeking input on the development of an integrated and comprehensive records filing system for Canada’s capital markets (Renewed System) that will, among other things, replace...more

5/10/2019 / Canada , Canadian Securities Administration , Comment Period , Proposed Amendments

Broad Changes to CBCA Proposed: Directors’ Duties, Additional Disclosure and Annual Say-on-Pay

Significant amendments to the Canada Business Corporations Act (CBCA) proposed in the federal government’s omnibus budget implementation bill (Bill) would codify into statute some of the principles relating to directors’...more

4/12/2019 / Board of Directors , Business Corporation Act , Canada , CBCA , Corporate Governance , Fiduciary Duty , Say-on-Pay , Shareholders

2019 Proxy Advisory Firm Voting Guidelines: Canadian Highlights

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...more

2/12/2019 / Board of Directors , Canada , Corporate Governance , Diversity , Glass Lewis , Institutional Shareholder Services (ISS) , Proxy Advisory Firms , Shareholders

OSC Seeks Public Input on Reducing Regulatory Burdens for Market Participants

The Ontario Securities Commission (OSC) recently announced plans to engage in a structured public consultation process as the next step in its efforts to reduce the regulatory burden for market participants. The public...more

1/23/2019 / Canada , Canadian Securities Administration , Comment Period , Ontario Securities Commission (OSC)

CSA Warn Against Certain Problematic Promotional Activities

On November 29, 2018, the Canadian Securities Administrators (CSA) released CSA Staff Notice 51-356 Problematic promotional activities by issuers (Staff Notice), which cautions companies to avoid disclosure and promotional...more

12/12/2018 / Canada , Canadian Securities Administration , Capital Markets , Investors , Public Disclosure

Women on Boards: Progress on Gender Diversity Still Slow, CSA Reports

The number of women on boards and in executive positions has risen compared to last year, but progress on gender diversity remains slow, the Canadian Securities Administrators (CSA) have found in their recently published CSA...more

10/10/2018 / Board of Directors , Canada , Canadian Securities Administration , Corporate Governance , Disclosure Requirements , Diversity

CSA Proposes Non-GAAP Financial Measures Rule

The Canadian Securities Administrators (CSA) recently issued a request for comment on proposed National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure (Proposed Instrument), which would provide binding...more

9/11/2018 / Canada , Canadian Securities Administration , Capital Markets , Financial Statements , Investors , Non-GAAP Financial Measures

CSA Highlight Common Deficiencies in Continuous Disclosure

The Canadian Securities Administrators (CSA) have released CSA Staff Notice 51-355 – Continuous Disclosure Review Program Activities for the fiscal years ended March 31, 2016 and March 31, 2017 (Notice), summarizing the...more

8/7/2018 / Canada , Canadian Securities Administration , Disclosure Requirements , Executive Compensation , Financial Statements , GAAP

Securities Regulators Find Gaps in Non-GAAP and Distribution Disclosures by REITs and REOCs

The Canadian Securities Administrators (CSA) recently issued Staff Notice 52-329 Distribution Disclosures and Non-GAAP Financial Measures in the Real Estate Industry (Staff Notice), providing guidance on disclosure...more

4/27/2018 / Canadian Securities Administration , Disclosure Requirements , Fund Distribution , Non-GAAP Financial Measures , REIT

Director Independence Regime – Time for a Change?

The Canadian Securities Administrators (CSA) have received formal submissions (Submissions) on Consultation Paper 52-404 – Approach to Director and Audit Committee Member Independence (Consultation Paper) from 27...more

4/23/2018 / Board of Directors , Canada , Canadian Securities Administration , Corporate Governance , Directors , Shareholders

No Such Thing as March Break (2018) – Selected Corporate and Securities Law Developments

March was once again a busy month this year for corporate and securities law developments, with the publishing of staff notices by the Toronto Stock Exchange (TSX), the Ontario Securities Commission (OSC) and Canadian...more

4/13/2018 / Canada , Canadian Securities Administration , Corporate Governance , Ontario Securities Commission (OSC) , Toronto Stock Exchange

CSA Announce Policy Projects to Reduce Regulatory Burden for Public Companies

The Canadian Securities Administrators (CSA) recently published Staff Notice 51-353 – Update on CSA Consultations Paper 51-404 Considerations for Reducing Regulatory Burden for Non-Investment Fund Reporting Issuers (Notice),...more

4/9/2018 / Canada , Canadian Securities Administration , Initial Public Offering (IPO) , Public Offerings

2018 Proxy Advisory Firm Voting Guidelines: Canadian Highlights

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...more

1/16/2018 / Canada , Glass Lewis , Institutional Shareholder Services (ISS) , Proxy Access , Proxy Advisory Firms , Proxy Voting Guidelines , Shareholders , Toronto Stock Exchange

Are Directors Independent? It Depends: CSA Revisiting Regime

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...more

11/16/2017 / Board of Directors , Canada , Canadian Securities Administration , Corporate Governance , Directors , Independent Director

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

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...more

11/1/2017 / Board of Directors , Canada , Canadian Securities Administration , Corporate Governance , Disclosure Requirements , Diversity , Ontario Securities Commission (OSC)

No Such Thing as March Break – Selected Corporate and Securities Law Developments

March was a busy month for corporate and securities law developments, with the publishing of staff notices by the Toronto Stock Exchange (TSX) and Canadian Securities Administrators (CSA), as well as developments regarding...more

3/30/2017 / Canada , Canadian Securities Administration , Majority Voting Policies , OBCA , Toronto Stock Exchange

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

On March 9, 2016, 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,...more

3/15/2017 / Canada , Canadian Securities Administration , Disclosure Requirements , Investors , Social Media

2017 Proxy Advisory Firm Voting Guidelines: Canadian Highlights