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Timely Disclosure Blog

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Proxy Season Preview 2021: ESG Considerations

USA - January 21 2021 On January 14, 2021, Laurel Hill Advisory Group (“Laurel Hill”) and Fasken hosted a webinar on ESG (environmental, social and governance)…

Proxy Season Preview 2021

Canada - January 20 2021 On January 14, 2021, the Toronto Stock Exchange (“TSX”), Laurel Hill Advisory Group (“Laurel Hill”) and Fasken hosted a conversation on important…

Glass Lewis and ISS Update Canadian Proxy Voting Guidelines for 2021

Canada, USA - December 24 2020 Proxy advisory firms Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis) recently published updated guidelines governing…

No, you MAE not: Ontario Court Rules that Duo Bank Cannot Rely on Material Adverse Event Clause to Avoid Closing Fairstone Deal

Canada, USA - December 23 2020 Several months ago we asked whether a COVID-19-related impact on a business might constitute a “Material Adverse Change” (referred to as a “MAC,” or…

TSX Venture Exchange Adopts Changes to Capital Pool Company Policies

Canada - December 1 2020 On December 1, 2020, the TSX Venture Exchange (Exchange) issued a news release to announce changes to its Capital Pool Company (CPC) program that…

Canadian Securities Administrators publish Guidance on Continuous Disclosure in Time of COVID-19

Canada - November 10 2020 The Canadian Securities Administrators (“CSA”) recently published a Staff Notice (the “Notice”) to report on the results of the reviews conducted by…

Recent OSC Decision Raises Uncertainty for Witnesses Responding to a Summons

Canada - October 6 2020 The Ontario Securities Commission, like several other regulatory investigators, has extensive power to compel testimony and require the disclosure of…

MAC Attack - Settlement of Rifco and CanCap Dispute

Canada - August 10 2020 Further to our earlier post discussing COVID-19 and Material Adverse Change (“MAC”) provisions in merger and acquisition agreements, and the…

New Rules Simplify at-the-market (ATM) Offerings in Canada

Canada - July 3 2020 In an effort to reduce the regulatory burden for issuers who wish to conduct “at-the-market” (“ATM”) offerings in Canada and facilitate…

Expect Big Changes to SROs: CSA Releases its Consultation Paper for a Revised SRO Framework

Canada - July 3 2020 On June 25, 2020 the Canadian Securities Administrators (“CSA”) released their Consultation Paper 25-402 - Consultation on the…