Timely Disclosure

Timely Disclosure

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

Tag Archives: TSX

Amendments to Toronto Stock Exchange Company Manual – Start Calculating Your Incentive Plan’s “Annual Burn Rate”

Posted in Stock Exchanges
On October 19, 2017, the Toronto Stock Exchange (TSX) announced that it had adopted two sets of amendments to the TSX Company Manual after a lengthy consultative process — see our earlier posts of June 4, 2016 and May 5, 2017.  In short, the amendments relate to disclosure requirements for security-based compensation arrangements such as stock option plans… Continue Reading

Toronto Stock Exchange Issues Staff Notice on U.S. Marijuana Companies

Posted in Stock Exchanges
On October 16, 2017, the Toronto Stock Exchange (TSX) issued Staff Notice 2017-0009 regarding listed companies engaged in the marijuana business, whether directly or indirectly, in the United States.  At the same time, the TSX Venture Exchange (TSXV) issued a Notice to Issuers virtually identical to the TSX Staff Notice.  It is well-known that recreational cannabis has been… Continue Reading

Should Securities Regulators Play a Larger Role in Canadian Capital Markets?

Posted in Corporate Governance, Stock Exchanges
Investor Protection & Dual Class Share Structures The recent initial public offerings (IPOs) of major players in the Canadian market, including Aritzia in September 2016, Freshii in January 2017 and Canada Goose in March 2017, have sparked debate about the use of dual class share structures and whether regulatory reform is necessary in order to… Continue Reading

Website Disclosure by TSX Issuers – Revised Proposal

Posted in Continuous & Timely Disclosure, Stock Exchanges
In late May 2016, the TSX proposed amendments to the TSX Company Manual (Initial Proposal), most notably in Part IV, which contains the requirements for maintaining a listing. In our earlier post, we provided an overview of the Initial Proposal, which was to introduce a requirement for certain corporate documents to be disclosed, and publicly… 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

The TSX Venture Exchange Relaxes Shareholder Approval Policies for Reverse Takeovers and Changes of Business

Posted in Stock Exchanges
Amendments to TSXV Corporate Finance Policy 5.2 – Changes of Business and Reverse Takeovers On December 15, 2016, the TSX Venture Exchange (Exchange) published amended Policy 5.2 of the TSX Venture Exchange Corporate Finance Manual (Policy 5.2), which formalized its March 2015 guidance (March 2015 Guidance) on the specific circumstances where the Exchange may waive… Continue Reading

Update on TSX Pricing Guidance – Prospectus Offerings, Private Placements & Concurrent Acquisitions

Posted in Stock Exchanges
On October 11, 2016, the Toronto Stock Exchange (TSX) provided guidance with respect to pricing a prospectus offering or private placement where there is undisclosed material information. The TSX provided the following guidance: While reviewing the price at which securities are issued from treasury for financings, the TSX will factor in trading activity, liquidity and… 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

Update on TSX-V Policy 5.8 – Issuer Names, Issuer Name Changes, Share Consolidations and Splits

Posted in Stock Exchanges
On November 1, 2016, the TSX Venture Exchange (Exchange) updated previous bulletins with regard to the adoption of four letter root symbols as stock tickers symbols. After obtaining regulatory approval for the amendments, the Exchange has now implemented amended Policy 5.8, which allows the Exchange to accommodate trading of four letter symbols. The following amendments… Continue Reading

Bill C-25: sweeping changes to corporate governance

Posted in Corporate Governance, Directors & Officers, Elections of Directors, Stock Exchanges
Bill C-25: Major changes proposed to director elections and other governance matters for CBCA reporting issuers On September 28, 2016, the federal Minister of Innovation, Science and Economic Development introduced Bill C-25, An Act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act, and the Competition Act. Bill… Continue Reading

Canadian Securities Regulators Adopt New Prospectus Exemption for Distributions to Existing Security Holders

Posted in Securities Regulatory Authorities
On March 13, 2014, Canadian securities regulators in all jurisdictions except Ontario and Newfoundland adopted a prospectus exemption that will allow issuers listed on the Toronto Stock Exchange (TSX), the TSX Venture Exchange (TSXV) and the Canadian Securities Exchange (CSE) to raise money by issuing securities to existing security holders.  The proposed exemption was published… Continue Reading

2014 Updates to Canadian Proxy Advisory Guidelines

Posted in Contested Situations, Corporate Governance, Mergers & Acquisitions, 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

Proposed Amendments to the Toronto Stock Exchange Company Manual

Posted in Corporate Governance, Mergers & Acquisitions, Stock Exchanges
On November 28, 2013, the Toronto Stock Exchange (TSX) published proposed amendments to the TSX Company Manual (the Manual) and requested comments on the proposed amendments (the Amendments), such comments to be delivered by January 13, 2014. The proposed amendments would 1) amend Section 611 of the Manual to allow issuers listed on the TSX… Continue Reading

Commentary on TSX Staff Notice Regarding “Economically Interesting Grades” and “Infrastructure”

Posted in Continuous & Timely Disclosure
On November 7, 2013, the TSX issued staff notice 2013-0003 providing guidance with respect to the meaning of the “economically interesting grades” requirement for Advanced Properties.  While this is helpful, a question which remains, as per our December 13, 2012 bulletin,  Lack of Infrastructure Impacts TSX Mining Listing Policy,  is whether the availability of infrastructure… Continue Reading

Re Lambert – A Bright Line Test for Materiality in Merger Discussions or Simply More Grist for the Mill?

Posted in Mergers & Acquisitions, Securities Regulatory Authorities
Determining whether something is material can be a perplexing and challenging task for clients and lawyers, even at the best of times – all the more so when you consider that whether you get it right or not can have some serious legal consequences. The concept of “materiality” is a cornerstone of securities laws and… 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

The UK Takeover Panel extends the scope of its jurisdiction to all UK companies listed on AIM or the ISDX Growth Market

Posted in Mergers & Acquisitions
On 15 May 2013 and following an extensive consultation process, the UK Takeover Panel published a statement confirming that the UK Takeover Code will apply automatically to all companies registered in the UK, Isle of Man or Channel Islands (UK registered companies) whose shares are admitted to trading on a UK-based multilateral trading facility such… 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