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As we described last August, the U.S. SEC adopted a new proxy rule last year to, under certain circumstances, require companies to include shareholder nominees for director in the company's proxy materials.

Our insurance group colleague Stuart Carruthers recently authored an article regarding the potential compliance issues emanating from certain provisions of the U.S. Hiring Incentives to Restore Employment Act known as the Foreign Account Tax Compliance Act.

On February 24, 2010, the U.S. Securities and Exchange Commission ("SEC") adopted a new rule to restrict short sales under certain circumstances.

The Canadian Advanced Technology Alliance (CATA) has just launched a new campaign in support of changing Canadian securities laws to permit crowdfunding.

Yesterday, the Investment Industry Regulatory Organization of Canada issued updated guidance on outside business activities.

The U.S. Securities and Exchange Commission (SEC) last week released a proposal that, among other things, would require issuers that are subject to federal proxy rules to conduct: (i) a shareholder advisory vote to approve the compensation of executives at least once every three years; (ii) a shareholder advisory vote on the frequency of executive compensation votes at least once every six years; and (iii) a shareholder advisory vote on golden parachute arrangements in connection with merger tra

Management and auditor concerns about the significant costs of compliance with Section 404 of the Sarbanes-Oxley Act have spurred the SEC and PCAOB to issue additional guidance on internal control audits.

The Canadian Securities Administrators today released a revised version of CSA Staff Notice 24-305, which sets out questions and answers regarding compliance with National Instrument 24-101 "Institutional Trade Matching and Settlement".

Ultimately, OSC staff characterize such MIEs as more akin to a lending business than an investment fund, and the prospectus form to be completed is Form 41-101F1.

The Investment Industry Regulatory Organization of Canada (IIROC) yesterday released its Annual Consolidated Compliance Report for 2011. The report outlines matters that require firm attention, identifies deficiencies identified by IIROC's compliance examination teams over the last year and sets out IIROC's focus for the 2011-2012 examination cycle.

Yesterday, the Investment Industry Regulatory Organization of Canada (IIROC) issued its updated Strategic Plan for 2010-2012.

One of the issues in securities law generally is what constitutes "materiality". In a later post we will discuss "material adverse change" clauses in M&A agreements, but this post is about the fundamental question of what is "material".

On January 10, 2011, the Ontario Securities Commission published OSC Staff Notice 54-701 – "Regulatory Developments Regarding Shareholder Democracy Issues" which confirms their continued review of protections for shareholders' rights and corporate governance and provides an update regarding the status of OSC staff's work in the area.

Late last month, the U.S. SEC adopted a new rule to require registered investment advisers with at least $150 million in private fund assets under management to periodically file the new Form PF.

The United States Securities and Exchange Commission ("SEC") has recently adopted amendments to the accredited investor standards in the rules under the Securities Act of 1933 ("U.S. Securities Act") in order to conform to the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

The Ontario Securities Commission has ruled that HudBay Minerals must obtain shareholder approval prior to completing its proposed acquisition of Lundin Mining.

The Toronto Stock Exchange (TSX) recently announced changes to its rules that require TSX-listed companies to obtain shareholder approval of certain public company acquisitions.

The Toronto Stock Exchange has requested comments on its securityholder approval requirements for acquisitions by listed issuers.