“At-The-Market”, or ATM, offerings are likely to continue gaining traction in Canada following the publication of a notice of amendments (the Amendments) to National Instrument 44-102 Shelf Distributions (NI 44-102) by the Canadian Securities Administrators (CSA). The key features of the Amendments are as follows:
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
Retail investors in British Columbia, Alberta, Saskatchewan, Manitoba and New Brunswick (Participating Jurisdictions) now have a new option by which they can participate in private placements. The securities regulators in the Participating Jurisdictions have adopted a prospectus exemption (Exemption) that allows issuers listed on a Canadian exchange to raise money by distributing securities to retail
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.
Definition of “Overboarded”. While existing overboarding thresholds will remain in place for 2016, the ISS Updates provide that beginning as of February 1, 2017, ISS will generally recommend a withhold vote for a director of a Toronto Stock Exchange (TSX) listed issuer (i) who serves as a CEO of any public company while serving on a total of more than one (down from the current two) public company boards (other than the board of the company he or she is CEO of) and any other director who serves on a total of more than four (down from the current six) public company boards; and (ii) has attended less than 75% of the board and committee meetings within the past year without a valid reason.
Externally-Managed Issuers. ISS’ current guidelines do not have a recommendation regarding externally-managed issuers. The ISS Updates set out a framework on how ISS will vote on say-on-pay resolutions or on individual directors, committee members or boards when an issuer is externally-managed and has provided inadequate disclosure about the relevant management services agreements and how senior management is compensated. The factors ISS may consider including the following:
Equity Compensation Plans. The ISS Updates set out a new model for evaluating equity compensation plans of TSX listed issuers. Previously, ISS would recommend an against vote for an equity based compensation plan which had certain features which were against ISS guidelines. The new model used by ISS is a “scorecard” model that will consider a variety of positive and negative factors of the compensation plan leading to a score which will determine ISS’ recommendation. The factors considered are in three categories: Plan Cost, Plan Features and Grant Practices.
If the combination of these factors, as determined by an overall score, indicates that the plan is not in shareholders’ interests, ISS will generally recommend that shareholders vote against the plan.
ISS will continue to recommend generally that shareholders’ vote against a plan with:
We understand that ISS will be providing additional guidance to clarify how benefit plans will be evaluated under the new scorecard approach described in the ISS Updates.
Director Overboarding Policy – TSX Issuers.
Continue Reading 2016 ISS and Glass Lewis Updates
The British Columbia Securities Commission (BCSC) has issued a notice dated March 20, 2014 requesting comments on whether the BCSC should consider adopting an exemption which would allow equity financings of small amounts raised from many individuals (as a form of Crowdfunding) through online portals (Portals) to be exempt from the prospectus requirements. The notice was released concurrently with proposed start-up Crowdfunding rules in certain other Canadian jurisdictions (see related posts by our colleagues from the Toronto and Montreal offices of Fasken Martineau DuMoulin LLP) and follows the implementation of a similar prospectus exemption for Crowdfunding in Saskatchewan.
If adopted, the Start-Up Crowdfunding exemption would join the already existing British Columbia exemptions, which include the private issuer; family, friends and business associates; accredited investor; and offering memorandum exemptions (Existing Exemptions).
In order to use the Start-Up Crowdfunding exemption, among various other requirements, an issuer must:
The Start-Up Crowdfunding exemption would permit
Continue Reading Equity Crowdfunding – BCSC Requests Comments on Possible Start-Up Crowdfunding Exemption
As reported in our Timely Disclosure post, on May 31, 2013, the Canadian Securities Administrators (CSA) published amendments to National Instrument 41-101 General Prospectus Requirements, National Instrument 44-101 Short Form Prospectus Distributions, National Instrument 44-102 Shelf Distributions and National Instrument 44-103 Post-Receipt Pricing(Amendments).
The Amendments will increase the pre-marketing and marketing
Further to our bulletin of January 17, 2012, describing proposed amendments to the prospectus rules, the Canadian Securities Administrators have approved amendments to National Instrument 41-101 General Prospectus Requirements and other rules and related policies. Among other things, the amendments:
On February 21, 2013, the Canadian Securities Administrators issued CSA Staff Notice 43-308 (Revised) confirming the addition of two “professional associations”: (i) The Institution of Engineers Australia (Engineers Australia); and (ii) The Institution of Professional Engineers New Zealand (Engineers New Zealand, IPENZ) to the list of foreign professional associations in Appendix A of Companion Policy
