On November 29, 2012, the Canadian Securities Administrators
("CSA") announced the adoption of regulatory changes and
amendments (the "Notice") to National Instrument 54-101
– Communication with Beneficial Owners of Securities of a
Reporting Issuer and National Instrument 51-102 – Continuous
Disclosure Obligations. The amendments intend to improve the
communications process between reporting issuers and shareholders.
Specifically, the process by which reporting issuers send
proxy-related materials to, and solicit proxies and voting
instructions from, registered holders and beneficial owners of
The most significant features of the amendments are as
Providing reporting issuers with a new notice-and-access
mechanism to send proxy-related materials to registered holders and
beneficial owners of securities;
Simplifying the process by which the beneficial owners are
appointed as proxy holders in order to attend and vote at
shareholder meetings; and
Requiring reporting issuers to provide enhanced disclosure
regarding the beneficial owner voting process.
The amendments will take effect on February 11, 2013. Certain
other provisions apply as of February 15, 2013, while the
notice-and-access provisions can only be used in respect of
meetings occurring on or after March 1, 2013.
For more information, please refer to the Notice, which can be
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Pursuant to several recent legislative amendments and enactments, Ontario corporations holding a legal or beneficial interest in real property in Ontario are now subject to more onerous record-keeping requirements.
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