On April 6, IIROC published Notice 16-0068 – Managing Conflicts in the Best Interest of the Client (the 2016 IIROC Notice). IIROC intends to strengthen compliance by Dealer Members (DMs) with IIROC’s conflicts of interest rules, with a particular focus on the management of compensation-related conflicts.
Specifically, IIROC announced that it will take the following actions:
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- Immediately enhance its compliance test procedures to more closely examine compensation grids, supervisory oversight of advisors recommending products with high commissions, and the monitoring of advisors approaching compensation thresholds;
- By June 2016, conduct a comprehensive survey to gather more detailed information
Many boards today realize that proactive engagement between directors and shareholders can address shareholder concerns which, if ignored, can manifest themselves in undesirable ways such as negative votes on “say on pay” resolutions, withheld votes for directors, proxy contests or other forms of shareholder activism.
The Institute of Corporate Directors (“ICD”) has now published “ICD Guidance for Director-Shareholder Engagement” (the “Guidelines”) to assist boards with shareholder engagement processes and procedures.
The ICD Guidelines are intended to be flexible and are meant to be tailored to a company’s individual circumstances. The ICD Guidelines are based on six … Continue Reading
In the world of private companies (where shares are not listed for trading on public stock exchanges) there are often restrictions set out in the charter documents requiring that when the company needs fresh capital it will offer its existing shareholders rights to purchase additional shares before it offers them to new investors (a “rights offering”). The thinking is that if there is to be a new round of financing, it’s only fair that current shareholders have the first opportunity to buy those shares, particularly if they are to be offered for sale at a discount.
In some jurisdictions, … Continue Reading