Legal & Regulatory Changes
Jan 1, 2010
Income Trust Update
The deadline for income trusts to convert to corporate status or face new taxes is fast approaching. Accordingly, large numbers of income trusts in Canada are seeking counsel from their financial and legal advisors regarding conversion.
Mar 3, 2009
Analysis of "Say on Pay" Resolutions:
Advisory Shareholder Vote on Executive Compensation filed by Meritas Mutual Funds
During the 2008 proxy season, Meritas Mutual Funds presented shareholder proposals (the "Proposal") seeking an advisory vote on executive compensation, so called "say on pay" proposals, to each of Canada's five major banks. The Proposal generally stated:
Jan 15, 2008
Executive Compensation a Growing Concern
The Shareholders Association for Research and Education (SHARE) today released its 2007 Key Proxy Vote Survey. The national survey shows growing support among investment management firms for selected shareholder proposals that address excessive executive compensation.
Oct 12, 2007
TSX Considers Change to Takeover Rules for Acquisitions of Public Companies
Responding to investor concerns, the TSX has issued a request for comment on proposed rule changes that would require issuers to obtain security holder approval for share exchange acquisitions of other public entities. Under consideration is the creation of a stock dilution threshold. Both the NYSE and NASDAQ, for example, require shareholder approval for acquisitions that would result in the issuance of 20% or more of the existing share capital of the acquirer.
Aug 1, 2007
Amendments to Ontario's Business Corporations Act Gives Shareholders More Say
Significant amendments to the OBCA took effect August 1, 2007. Among the changes are those that meaningfully extend shareholder rights. For example, the amendments make it easier for dissidents to solicit proxies by relaxing the need for dissidents to prepare a circular, where there are fewer than 16 parties solicited, or where solicitation is done by public broadcast, speech or publication (s. 112(1.1) and (1.2)). Another change allows beneficial owners to make shareholder proposals and to discuss them at company meetings. (s. 99(1)).
Mar 29, 2007
Canadian Securities Regulators Propose Detailed Reporting on Executive Compensation
In March, 2007, Canadian Securities Administrators (CSA) released proposals for requiring more detailed and complete disclosure from public companies on compensation arrangements made with top executives. The proposed rules would bring Canada in line with recent SEC rules (applied in August 2006).
Changes include the requirement for a Total Compensation column, a new Compensation, Discussion & Analysis section, a Director Compensation Table, the pricing of stock awards, and enhanced disclosure of potential severance and termination entitlements and pension benefits. The new rules are expected to take effect June 30, 2008.