Timely Disclosure

Timely Disclosure

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

Category Archives: Proxy Voting

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Use of Proxies within the Context of a Limited Partnership

Posted in Contested Situations, Proxy Contests, Proxy Voting
A recent case in Manitoba has explored certain issues relating to the use of proxies within the context of a limited partnership.  The case, 177061 Canada Ltd. et al. v. 5771723 Manitoba Ltd. et al., 2016 MBQB 40, discusses two points of interests relating to proxies in a limited partnership setting (and, by logical extension,… Continue Reading

2017 ISS and Glass Lewis Updates

Posted in Corporate Governance, Proxy Voting, Stock Exchanges
Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis) have both released updates to their Canadian proxy voting recommendation guidelines for the 2017 proxy season. The following summary outlines the significant changes made by ISS (ISS Policy Updates) and Glass Lewis (Glass Lewis Guideline Updates) to their respective Canadian proxy advisory guidelines. ISS… Continue Reading

Canadian Issuers Continue To Have Success Against Activist Investors

Posted in Corporate Governance, Directors and 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

Hemostemix Proxy Contest: Will Dissidents Succeed in Making a Clean Sweep of the Boardroom?

Posted in Corporate Governance, Directors and Officers, Proxy Voting
On August 22, 2016, a group of shareholders commenced a proxy contest to change the entire board of Hemostemix Inc. (Hemostemix), a widely-held, micro cap, clinical-stage biotechnology company (TSXV:HEM, OTCQX:HMTXF). Hemostemix’s business activities focus on the development and planned future commercialization of ACP-01, a proprietary, blood-derived cell product designed to treat critical limb ischemia, a… Continue Reading

2016 ISS and Glass Lewis Updates

Posted in Contested Situations, Corporate Governance, Directors and Officers, Proxy Contests, Proxy Voting, Stock Exchanges, TSX
Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis) have both released updates to their Canadian proxy voting recommendation guidelines for the 2016 proxy season. The following summary outlines the significant changes made by ISS (ISS Updates) and Glass Lewis (Glass Lewis Updates) to their respective Canadian proxy advisory guidelines. ISS Definition of… Continue Reading

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

Posted in Continuous Disclosure, Corporate Governance, Directors and 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

Canadian Proxy Contest Study – 2014 Update

Posted in Contested Situations, Corporate Governance, Hostile/unsolicited Bids, Mergers and Acquisitions, Proxy Contests, Proxy Voting
A follow up to our ground-breaking 2013 Canadian Proxy Contest Study, our 2014 Update sheds additional light on some of the issues and trends that we previously identified and raises a few new issues for further thought.  Among the highlights of last year’s Canadian market experience in proxy contests were the following: 2013 witnessed a… Continue Reading

2014 Updates to Canadian Proxy Advisory Guidelines

Posted in Contested Situations, Corporate Governance, Executive Compensation, Mergers and Acquisitions, Proxy Contests, Proxy Voting
Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis) have both released updates to their Canadian proxy voting recommendation guidelines for the 2014 proxy season. Glass Lewis released its updates on December 13, 2013 and ISS released its updates on November 21, 2013. The items updated include those pertaining to corporate governance standards,… Continue Reading

OSC Staff Notice 11-768 – Notice of Statement of Priorities for financial year to end March 31, 2014

Posted in Corporate Governance, Directors and Officers, OSC, Proxy Contests, Proxy Voting, Securities Regulatory Authorities
On June 27, 2013, the Ontario Securities Commission (OSC) released OSC Staff Notice 11-768 Notice of Statement of Priorities for financial year to end March 31, 2014 (Statement of Priorities).  The Statement of Priorities sets out the key regulatory priorities of the OSC for its 2013-2014 financial year. While a number of issues identified by… Continue Reading

Notice and Access – Survey on Adoption in 2013 Proxy Season

Posted in CSA, Proxy Voting, Securities Regulatory Authorities, Take-Over Bids
As reported in our Recent Developments with Respect to Notice-and-Access Procedure, Notice and Access Related Amendments to NI 54-101 and NI 51-102, and Implementing Notice-and-Access: What You Need to Know bulletins, the Canadian Securities Administrators (CSA) implemented a Notice and Access methodology for the electronic delivery of proxy materials by reporting issuers beginning with shareholder… Continue Reading