Timely Disclosure

Timely Disclosure

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

Category Archives: Directors & Officers

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Speaking with the Enemy: How the OSC’s Dialogue with Martin Lipton Threatens Those Whom the OSC is Charged with Protecting

Posted in Contested Situations, Continuous & Timely Disclosure, Corporate Governance, Directors & Officers, Securities Regulatory Authorities
Renowned New York corporate lawyer Martin Lipton was in Toronto on October 8 preaching the evils of shareholder activism to anyone listening at the OSC Dialogue, an annual event hosted by the Ontario Securities Commission at which market participants are brought together on issues and trends facing the capital markets. Mr. Lipton’s message is stark… Continue Reading

The OSC announced a Roundtable to discuss the OSC Staff Consultation Paper 58-401 Disclosure Requirements Regarding Women on Boards and in Senior Management

Posted in Corporate Governance, Directors & Officers, Securities Regulatory Authorities
On September 23, 2013, the Ontario Securities Commission announced a roundtable to discuss the OSC Staff Consultation Paper 58-401 Disclosure Requirements Regarding Women on Boards and in Senior Management.   The roundtable will take place on Wednesday October 16th, 2013 from 9:00 a.m. to 11:00 a.m. at the OSC’s offices.  It will be hosted by OSC… Continue Reading

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

Posted in Contested Situations, Corporate Governance, Directors & Officers, 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

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

Upcoming complimentary seminar at Fasken Martineau’s Toronto Office – Bridge Over Trouble Waters: Managing Internal Investigations (Wednesday May 29, 2013)

Posted in Corporate Governance, Directors & Officers
Boards are expected to have proper systems in place to prevent and detect wrongdoing; however, even the best governance system cannot completely eliminate potential wrongdoing within a company. Where allegations of wrongdoing surface, common sense and market expectations dictate a swift and appropriate response notwithstanding the fact that the proper course of action may not… 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