On January 11, 2023, Fasken, along with TMX Group Ltd. (“TMX Group”, which includes the Toronto Stock Exchange (“TSX”) and TSX Venture Exchange (“TSX-V”)) and Laurel Hill Advisory Group (“Laurel Hill”), hosted a conversation on disclosure and regulatory considerations for issuers leading into the 2023 proxy season.
Posted in Capital Markets, Contested Situations, Corporate Governance, Directors & Officers, Election of Directors, Proxy Voting, Securities, Shareholder Meeting
Continue Reading What if No One Gets Elected?
On January 13, 2022, Fasken and Laurel Hill Advisory Group (“Laurel Hill”) hosted a webinar on environmental, social and governance (“ESG”) considerations, with a focus on the climate change aspects of ESG that will be relevant to public companies. The webinar’s panelists were Cheryl Gasparet of ATS Automation Tooling Systems Inc. (“ATS”), Bill Zawada of Laurel Hill, Tanneke Heersche and Kai Alderson of Fasken and was moderated by Gordon Raman of Fasken.
For a further discussion of these items, please see the Fasken Proxy Season Preview 2022 webinar to watch the webinar and the Timely Disclosure: Proxy Season Review 2022 for a write-up on recent developments in corporate governance.…
On January 13, 2022, TMX Group Ltd. (Toronto Stock Exchange (“TSX”) and TSX Venture Exchange (“TSXV”)), Laurel Hill Advisory Group (“Laurel Hill”) and Fasken hosted a conversation on disclosure and regulatory considerations for issuers leading into the 2022 proxy season. The panel discussed six discrete areas of recent developments that will be relevant for public companies:
- diversity disclosure;
- an update on proxy voting guidelines;
- an update from TSX and TSXV;
- continuous disclosure updates;
- corporate law amendments; and
- capital raising.
For a further discussion of these items, please see the Fasken Proxy Season Preview 2022 webinar.…
On January 14, 2021, Laurel Hill Advisory Group (“Laurel Hill”) and Fasken hosted a webinar on ESG (environmental, social and governance) considerations of which companies should be aware for the upcoming 2021 proxy season. The webinar’s panelists were David Salmon of Laurel Hill and Emilie Bundock, Stephen Erlichman and Grant McGlaughlin of Fasken and was moderated by Gordon Raman of Fasken. Set out below are some of the comments made by the speakers on the webinar.
The importance of ESG considerations in today’s corporate governance model has developed over the past 50 years. In the early 1970’s the Milton Friedman view of corporations was the dominant business mindset. In a forceful New York Times article he said that business leaders that “believed business is not concerned ‘merely’ with profit but also with promoting desirable ‘social’ ends …[were]… preaching pure and unadulterated socialism”. Since that time, certainly in North America, corporations have assumed a central role in the growth of economies. With that central role has come the recognition that corporations play a greater role in society, as noted in 2017 by Larry Fink, the head of Blackrock. In his annual letter to CEOs he wrote: “ To prosper over time, every company must not only deliver financial performance, but also show how it makes a positive contribution to society. Companies must benefit all of their stakeholders, including shareholders, employees, customers, and the communities in which they operate.”…
Continue Reading Proxy Season Preview 2021: ESG Considerations
On January 14, 2021, the Toronto Stock Exchange (“TSX”), Laurel Hill Advisory Group (“Laurel Hill”) and Fasken hosted a conversation on important disclosure and corporate governance considerations for issuers leading into the 2021 proxy season. The panel discussed four discrete areas of recent developments in corporate governance which companies should be aware of before this upcoming 2021 proxy season:
- An Update from Proxy Advisory Firms
- An Update from the TSX
- Diversity Disclosure
- COVID-19: Lasting Repercussions
The webinar discussion featured Bill Zawada of Laurel Hill, Valérie Douville of the TSX, and Sarah Gingrich and Neil Kravitz of Fasken and was moderated by Gordon Raman of Fasken.
Continue Reading Proxy Season Preview 2021
Further to our earlier post discussing COVID-19 and Material Adverse Change (“MAC”) provisions in merger and acquisition agreements, and the procedural ruling in respect of the dispute involving Rifco Inc. (“Rifco”), ACC Holdings Inc. (“Purchaser”), and the Purchaser’s parent company, CanCap Management Inc. (“CanCap”), each of Rifco, the Purchaser and CanCap, (collectively, the “Parties”) settled…
Further to our earlier post discussing COVID-19 and Material Adverse Change (“MAC”) provisions in mergers and acquisitions agreements and the hearing held last week in connection with an application for the final order (“Final Order Application”) in respect of the proposed plan of arrangement (the “Arrangement”) involving Rifco Inc. (“Rifco”), an alternative auto financing company…
Further to our earlier post discussing COVID-19 and Material Adverse Change (“MAC”) provisions in M&A Agreements that addressed the lack of relevant Canadian court decisions and the associated uncertainty in their interpretation, Canadian capital market participants are watching with keen interest the dispute between Rifco Inc. (“Rifco”), an alternative auto financing company that trades on…
Against the backdrop of the COVID-19 pandemic and the novel challenges with which public companies around the world have been faced, Glass Lewis & Co. (“Glass Lewis”) and Institutional Shareholder Services Inc. (“ISS”), two established proxy advisory firms, have released updates in connection with how their voting policies will be applied in the course of the 2020 proxy season. The central themes from both advisors are that the COVID-19 pandemic is creating exceptional and difficult circumstances for Boards to navigate, and that the firms will have an increased flexibility in their approach to proxy contest reviews, with an emphasis on the quality of companies’ decision-making, disclosure and reasoning in respect of any changes to governance, compensation and capital structure.…