- Posts by Gillian Muirhead
PartnerGillian has a broad corporate and securities law practice, focusing on mergers and acquisitions and corporate finance. Gillian advises clients on a variety of domestic and international transactions, including public and ...
On October 30, 2024, the Canadian Securities Administrators (the “CSA”), in conjunction with participating Canadian securities regulators, released the results of its 10th annual review (the “Review”) of public disclosures from 574 non-venture reporting issuers (the “Issuers”) related to women on boards of directors and in executive officer ...
Every year, reporting issuers are faced with the task of tailoring the disclosure for their annual general meeting to an ever-evolving list of changes in corporate and securities laws, updates to stock exchange rules, new guidance from proxy advisors and regulators and developing corporate governance trends.
This checklist and overview of certain matters relevant to the 2024 proxy season is intended to help reporting issuers in Canada prepare for their upcoming annual meetings by identifying relevant developments in disclosure rules and governance practices over the past year.
Please download the guide by clicking the link below.
The Canadian Securities Administrators have published proposed amendments to National Instrument 44-102 — Shelf Distributions and related amendments to certain policies and rules (collectively, the “Proposed Amendments”) that would supersede blanket orders that have been in place since early 2022 (“Blanket Orders”) and establish a permanent ...
The Ontario Court of Appeal has released two decisions that together provide useful guidance for reporting issuers across Canada on what constitutes a “material change” for the purposes of the Securities Act (Ontario) (the “Act”).
The disclosure of material changes, and the statutory cause of action for a failure to do so, are integral components of the ...
The Canadian Securities Administrators (the “CSA”) have published for comment proposed amendments to the current corporate governance disclosure requirements in Form 58-101F1 - Corporate Governance Disclosure (“Form 58-101F1”) of National Instrument 58-101 – Disclosure of Corporate Governance Practices (the “Proposed Amendments”) and National ...
Every year, reporting issuers are faced with the task of tailoring the disclosure for their annual general meeting to an ever-evolving list of changes in corporate and securities laws, updates to stock exchange rules, new guidance from proxy advisors and regulators and developing corporate governance trends.
This checklist and overview of certain matters relevant to ...
The Canadian Securities Administrators (“CSA”) recently announced amendments to National Instrument 45-106 – Prospectus Exemptions introducing a new prospectus exemption that is expected to take effect on November 21, 2022 (the “Listed Issuer Exemption”).
Listed issuers that qualify for the Listed Issuer Exemption will be able to distribute freely ...
Amendments to the Canada Business Corporations Act (the “CBCA”) relating to the election of directors and shareholder proposals will come into force on August 31, 2022 (the “Amendments”).
Election of Directors
The Amendments require distributing corporations (which, generally speaking, are public companies governed by the CBCA) to comply with the following ...
Beginning in 2020, in response to the enduring challenges of the COVID-19 pandemic, many reporting issuers pivoted from in-person shareholder meetings to virtual shareholder meetings. Virtual meetings are either held entirely virtually or rely on a “hybrid” model allowing for both virtual and in-person participation.
In light of recent corporate law amendments ...
For over a decade, Canadian securities regulators have been concerned about the significant variance in disclosure practices surrounding non-GAAP financial measures and the potential to mislead investors. To address these concerns, on August 25, 2021, National Instrument 52-112 – Non-GAAP and Other Financial Measures Disclosure (“NI 52-112”) and its ...
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