Do "positive" voting agreements, which typically
require shareholders of public companies to vote in line with the
recommendations of management, require disinterested shareholder
approval?
The Toronto Stock Exchange (TSX), in a recently issued staff
notice (2023-0001 – Voting Agreements, the
"Notice"), affirmed as much while noting that it
considers such agreements "to have a material effect on
control of an issuer". As such, the TSX expects to review any
such agreements under applicable sections of its TSX Company Manual
and, in some cases, may require disinterested shareholder approval
as part of such review.
The TSX indicated that such positive voting agreements, while
most commonly seen in the context of the election of directors
nominated by management, can also be seen within corporate
transactions or other actions. In general, the Notice focuses on
addressing "positive" voting agreements that require
securityholders to vote in line with the
