Timely Disclosure

Timely Disclosure

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

Tag Archives: Majority Voting

Bill C-25 and its Amendments to the CBCA: A Legislative Tortoise Approaches a Finish Line

Posted in Corporate Governance, Directors & Officers, Elections of Directors
Bill C-25 is a federal government bill that would, if adopted, introduce sweeping changes to the corporate governance regime for reporting issuers incorporated under the Canada Business Corporations Act (CBCA). Like the proverbial tortoise, the bill has moved unhurriedly through the legislative process, in part due to several changes made to the bill since our… Continue Reading

Majority Voting: Latest Developments

Posted in Continuous & Timely Disclosure, Corporate Governance, Directors & Officers
Stephen Erlichman recently wrote “Majority Voting: Latest Developments in Canada”, a short piece published in the March 22 edition of the Harvard Law School Forum on Corporate Governance and Financial Regulation. The article explains the latest developments in Canada with respect to 1) the Toronto Stock Exchange’s new guidance with respect to its majority voting listing requirement,… 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

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