Steve Saville

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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 Audit Related. The voting guidelines regarding auditors, which currently recommend voting against ratifying auditors and withholding…
Retail investors in British Columbia, Alberta, Saskatchewan, Manitoba and New Brunswick (Participating Jurisdictions) now have a new option by which they can participate in private placements. The securities regulators in the Participating Jurisdictions have adopted a prospectus exemption (Exemption) that allows issuers listed on a Canadian exchange to raise money by distributing securities to retail investors, subject to certain conditions, including that the investor has received suitability advice about the investment from a registered dealer.…
Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis) have both released updates to their Canadian proxy voting recommendation guidelines for the 2016 proxy season. The following summary outlines the significant changes made by ISS (ISS Updates) and Glass Lewis (Glass Lewis Updates) to their respective Canadian proxy advisory guidelines. ISS Definition of “Overboarded”. While existing overboarding thresholds will remain in place for 2016, the ISS Updates provide that beginning as of February…
The British Columbia Securities Commission (BCSC) has issued a notice dated March 20, 2014 requesting comments on whether the BCSC should consider adopting an exemption which would allow equity financings of small amounts raised from many individuals (as a form of Crowdfunding) through online portals (Portals) to be exempt from the prospectus requirements.  The notice was released concurrently with proposed start-up Crowdfunding rules  in certain other Canadian jurisdictions (see related posts by our colleagues from…
As reported in our Timely Disclosure post, on May 31, 2013, the Canadian Securities Administrators (CSA) published amendments to National Instrument 41-101 General Prospectus Requirements, National Instrument 44-101 Short Form Prospectus Distributions, National Instrument 44-102 Shelf Distributions and National Instrument 44-103 Post-Receipt Pricing(Amendments). The Amendments will increase the pre-marketing and marketing activities permitted by issuers and investment dealers in connection with prospectus offerings.  In addition, the CSA also published changes to various related companion policies.  The Amendments will not…
Further to our bulletin of January 17, 2012, describing proposed amendments to the prospectus rules, the Canadian Securities Administrators have approved amendments to National Instrument 41-101 General Prospectus Requirements and other rules and related policies.  Among other things, the amendments: provide guidance from the CSA (through changes to the Companion Policies) of their views on bought deal engagement letters, regulatory outs and due diligence outs; provide for a “testing the waters” exemption that will…
On February 21, 2013, the Canadian Securities Administrators issued CSA Staff Notice 43-308 (Revised) confirming the addition of two “professional associations”: (i) The Institution of Engineers Australia (Engineers Australia); and (ii) The Institution of Professional Engineers New Zealand (Engineers New Zealand, IPENZ) to the list of foreign professional associations in Appendix A of Companion Policy 43-101CP. The CSA has also confirmed their view that members of Engineers Australia and Engineers New Zealand, IPENZ that hold…