Archive
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Court grants Canadian banks approval for virtual AGMs
Lenders and insurance firms are responding to the coronavirus outbreak A group comprising some of the largest Canadian financial institutions has secured approval to take their upcoming shareholder AGMs to virtual-only or hybrid formats amid the Covid-19 pandemic. BMO, CIBC, Canadian Western Bank, Laurentian Bank, National Bank, RBC, Scotiabank, TD Bank, Great-West Lifeco, Canada Life, Manulife and Sun Life released a joint statement on March 20 saying that, ‘In line with the latest directives from public health and government authorities, we have jointly obtained a court order that allows us to hold our annual meetings, in whole or in part,…
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Investor communication in the face of Covid-19
Practical steps companies can take to remain engaged with investors and analysts With financial markets in free fall amid the ongoing coronavirus crisis, companies are increasingly barraged with one-off calls from analysts and investors seeking information that can be difficult to provide within the confines of Regulation FD. At the same time, as this is a crisis without a clear playbook, timely information has never been more important to investors than it is right now. With this in mind, we reviewed some best practices and practical steps companies are taking to keep the lines of communication open with investors and…
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Canadian regulator provides regulatory filing extension due to Covid-19
CSA says it is also supportive of virtual shareholder meetings – CNN reported that the French Competition Authority said it is fining Apple €1.1 billion ($1.2 billion) over restrictions it placed in contracts with wholesalers, the biggest antitrust fine the French authority has imposed. The regulator alleged that Apple and two of its wholesalers ‘agreed not to compete’ and as a result prevented distributors from competing with each other, ‘thereby sterilizing the wholesale market for Apple products.’ Other distributors could then not offer promotions or lower prices, and Apple ‘abused the economic dependence’ of the distributors by subjecting them to…
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The week in GRC: Boards plan for long-term pandemic impacts; and companies mull stock buybacks
This week’s governance, compliance and risk-management stories from around the web The Canadian Securities Administrators (CSA) – the umbrella organization for regulatory bodies from 10 provinces and three territories – has offered an extension on regulatory filings for market participants including issuers and investment funds. On March 18, the CSA released a statement saying that eligible market participants could have a 45-day extension to filings due on or before June 1. These filings include financial statements and management discussion and analysis. ‘The CSA is ready to take action where necessary to ensure market participants have the flexibility they need to…
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Wells Fargo finds next top attorney
Ellen Patterson previously spent more than seven years at TD Bank Group A growing number of Canadian companies are holding say-on-pay votes at their AGMs, with more than 200 last year, up from 183 in 2018. The average support for say-on-pay votes in 2019 was 90.9 percent, down slightly from 91.9 percent average support in 2018, according to Laurel Hill Advisory Group. This is well aligned with the amendments to the Canada Business Corporations Act, adopted by the federal government through Bill C-97, Budget Implementation Act, 2019, No 1. Once in force, this will make it mandatory for ‘prescribed corporations’…
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Canada 2020: Tackling compensation matters this proxy season
In the third of their series on this proxy season’s issues facing Canadian public companies, Lisa Culbert and Ramandeep Grewal look at trends and best practices in compensation matters Wells Fargo & Company has hired Ellen Patterson to join the San Francisco-based bank as its senior executive vice president and general counsel, effective March 23. She will report to CEO Charlie Scharf and sit on the lender’s operating committee. Patterson is joining Wells Fargo having spent more than seven years at TD Bank Group, where she was most recently group head and general counsel responsible for leading the bank’s global…
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Regions Financial secures general counsel succession
Boots Gale to take on senior advisory role until retirement later this year NYSE-listed Regions Financial Corporation has hired Tara Plimpton as senior executive vice president and general counsel, succeeding Boots Gale. Gale is taking on a senior advisory role until his retirement later this year, according to the company. Before joining Regions in 2011, he was a founding partner of Maynard Cooper & Gale in Birmingham, Alabama. Plimpton now reports directly to Regions president and CEO John Turner. Among other things, she leads the company’s legal, government affairs and corporate governance teams. She previously spent 17 years with General…
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Activists see value amid stock price crashes, with issuers encouraged to settle
Issuers could look to expedite settlements with activists as Covid-19 continues to cause significant market volatility With the S&P 500 and Nasdaq Composite Index falling around 12 percent on March 16, activist investors are seeing the opportunity for value in the market. Several notable activists – including Carl Icahn, Starboard Value and Saba Capital Management – have made public appearances recently citing the value they see in the market. Speaking to CNBC last week, Icahn said: ‘It’s reached a point that there are some companies that are just sort of given away.’ Saba Capital Management told its clients on Friday…
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Issuers explore virtual AGMs amid Covid-19 uncertainty
More companies than ever considering virtual options, Broadridge says Many issuers are putting a contingency plan into their proxy materials to allow them to host a virtual shareholder meeting if in-person events can’t go ahead, according to Broadridge. In-person shareholder meetings have traditionally been favored by many listed firms and investors in the US but virtual AGMs have been gaining in popularity in recent years. The spread of Covid-19 could lead to a surge in their numbers this year, according to Broadridge vice president of issuer strategy Cathy Conlon. ‘The norm is that public companies [in the US] hold physical…
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ESG plays universally greater role for investors, survey finds
Report also underlines growing importance of engagement – The Wall Street Journal reported that Elizabeth Duke resigned as chair of Wells Fargo’s board of directors, days before she was due to testify at a congressional hearing on the bank’s 2016 fake-account scandal. Charles Noski, who joined the board in June 2019, took over as chair. James Quigley also resigned from the board. Maxine Waters, D-California, who chairs the House Financial Services Committee, had called on Duke and Quigley to step down, saying they neglected their duties in dealing with regulators. ‘Out of continued loyalty to Wells Fargo and ongoing commitment…