Do You Need Shareholder Approval For A Voting Agreement? TSX Outlines Position

The Toronto Stock Exchange (TSX) has published guidance with respect to voting agreements between a listed issuer and one or more of its shareholders.

Takeaways

• The TSX will generally not review Voting Agreements that are (i) not linked to otherwise reviewable transactions or (ii) entered into independent of a treasury issuance to the covenanting securityholder.
• Voting Agreements that have been approved by disinterested securityholders or that allow a covenanting securityholder to abstain, or not participate, in a securityholder vote are generally acceptable to the TSX.
• Voting Agreements that materially affect control of the listed issuer (as determined based on enumerated factors) will require disinterested securityholder approval.