Introduction and Legislative History
After a lengthy review process beginning in 2013, the Ontario Securities Commission (the “OSC”) along with provincial securities regulators from Quebec, Manitoba, Nova Scotia and New Brunswick (with Ontario, the “Participating Jurisdictions”), have finalized amendments introducing a crowdfunding prospectus exemption and a regulatory framework for crowdfunding portals. This new crowdfunding regime (the “45-108 Regime”) will, subject to provincial Ministerial approvals, come into force on January 25, 2016 via Multilateral Instrument 45-108 (“MI 45-108”). For the OSC’s bulletin which includes Multilateral Instrument 45-108, click here. Saskatchewan, which participated in the drafting of MI 45-108, has also … Continue Reading
Earlier this week, we commented on updated proxy voting guidelines released by Institutional Shareholder Services Inc. (“ISS”). Glass, Lewis & Co., LLC (“Glass Lewis”) has now also released its guidelines for the 2016 proxy season. The guidelines include changes and clarifications in areas such as proxy access, director overboarding, environmental and social risk oversight and exclusive forum provisions. A copy of the voting guidelines is available here, and a summary of certain key changes follows.
Glass Lewis has stated that it generally supports affording shareholders the right to nominate director candidates for inclusion … Continue Reading
On November 20, 2015, Institutional Shareholder Services Inc. (“ISS”) released its updated Canadian proxy voting guidelines for meetings on or after February 1, 2016. The updates provide new or updated guidance with respect to voting for equity compensation plans, electing directors with too many board appointments and electing directors of externally managed issuers such as REITs.
Equity Compensation Plans
ISS guidance on equity compensation plans for issuers listed on the Toronto Stock Exchange (“TSX”) takes a “case-by-case” approach to votes on equity compensation plans, using a new “scorecard” similar to the one adopted by ISS … Continue Reading