Timely Disclosure

Timely Disclosure

Updates and Commentary on Current issues in M&A, Corporate Finance and Capital Markets

Category Archives: Elections of Directors

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Canadian Issuers Continue To Have Success Against Activist Investors

Posted in Corporate Governance, Directors & Officers, Elections of Directors, Proxy Voting
As noted in the Globe and Mail’s recent article, “In Canada’s boardrooms, activist investors are striking out” (subscription to the Globe and Mail required), Canadian listed public companies have continued to have success against activist investors. In fact, since January 1, 2015, Canadian listed issuers have a perfect record against “professional” activists in formal proxy contests,… Continue Reading

Bill C-25: sweeping changes to corporate governance

Posted in Corporate Governance, Directors & Officers, Elections of Directors, Stock Exchanges
Bill C-25: Major changes proposed to director elections and other governance matters for CBCA reporting issuers On September 28, 2016, the federal Minister of Innovation, Science and Economic Development introduced Bill C-25, An Act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act, and the Competition Act. Bill… Continue Reading

The Canadian Coalition for Good Governance Releases Policy Paper on Proxy Access

Posted in Continuous & Timely Disclosure, Corporate Governance, Directors & Officers, Elections of Directors, Proxy Voting
The Canadian Coalition for Good Governance (CCGG) has released a policy paper entitled “Shareholder Involvement in the Director Nomination Process:  Enhanced Engagement and Proxy Access”. In the policy paper, CCGG refers to “proxy access” as the ability of shareholders to have meaningful input into the director nomination process, whether by being able to influence who… Continue Reading

Not Every Board of Directors is on board with Majority Voting

Posted in Corporate Governance, Directors & Officers, Elections of Directors, Securities Regulatory Authorities
As reported in our TSX Mandated Majority…bulletin and TSX moves to majority voting blog post, the Toronto Stock Exchange (TSX) adopted at the end of 2012 a policy that requires TSX-listed companies to disclose in their Management Information Circulars whether they have adopted a majority voting policy for the election of directors at non-contested meetings and… Continue Reading

TSX Moves to Majority Voting for Directors

Posted in Corporate Governance, Directors & Officers, Elections of Directors
The Toronto Stock Exchange (TSX) took two strides towards the implementation of mandatory majority voting for directors. Firstly, it announced its adoption of several amendments to the TSX Company Manual, effective December 31, 2012, aimed at improving corporate governance standards and disclosure including the implementation of a “comply or explain” majority voting requirement. Secondly, it… Continue Reading