2018 Glass Lewis Canadian Policy Guidelines Update

On November 22, 2017, proxy advisor Glass Lewis & Co., LLC (“Glass Lewis”) released updates to their 2018 Policy Guidelines for the Canadian Market. In the development of their policies, Glass Lewis considers regulatory developments, academic research, evolving market practices, and discussions with institutional investors, trade groups, market participants and issuers. The full text of their updated policies can be found here: 2018 Canadian Policy Guidelines.

2018 ISS Canada Proxy Voting Guideline Update

On November 16, 2017, Institutional Shareholder Services Inc. (“ISS”) released its benchmark policy changes for the Canadian market, among others. The changes were made according to ISS’ annual policy update process which considers regulatory changes, relevant academic research, commentary by market participants, as well as its client survey results. The full text of the changes can be found at: Americas Policy Updates. The final version of the 2018 Canadian Benchmark Policy and a white paper discussing the changes to ISS’ executive compensation analysis will be released in the coming weeks.

Laurel Hill Enhances Governance and Executive Compensation Advisory Expertise and Deepens Operational Strength

  • Strengthens and enhances governance and executive compensation advisory expertise
  • Augments bench strength and experience of operations team
  • Newest additions build on Laurel Hill's strong momentum as Canada's leading Shareholder Communications and Advisory Firm  

TORONTO and NEW YORK, Nov. 16, 2017 /CNW/ - The Laurel Hill Advisory Group is pleased to announce two key additions to its growing Canadian team, Peter Papolis as Senior Manager, Governance Advisory and Foday Kanu as Director of Operations. 

Peter Papolis has seven years of experience in capital markets in progressively complex roles. Prior to joining Laurel Hill, Peter was a Senior Research Associate at Institutional Shareholder Services, Inc. specializing in executive compensation and equity plan assessments at major TSX-listed companies. Previously, Peter worked at North American Palladium, Ltd. as Law Clerk, Corporate Affairs. Prior to that, Peter was a Securities Specialist Law Clerk at Patient Care Automation Services, Inc. and also worked at Computershare.

"The addition of Peter to Laurel Hill is something we are very excited about," said Laurel Hill's President, David Salmon. "Peter brings governance and executive compensation expertise that will add tremendous value to our clients as we continue to strengthen and grow our business."

"This is a great time to be joining Laurel Hill as the firm has strong momentum in the shareholder communications industry and I am looking forward to what the future holds," noted Mr. Papolis.

Foday Kanu has held senior roles over the last 17 years working in proxy solicitation, transfer agency and communications firms including Computershare and The Globe and Mail. In his most recent role, Foday managed client engagements relating to annual general meetings, proxy contests, mergers and acquisition transactions, and debt restructuring transactions. 

"We are very happy to have Foday join our operations team," stated Mr. Salmon. "His knowledge and experience enhances our ability to continue to provide the best service in the industry to our clients."

"With my background in shareholder services, joining Laurel Hill is a great way for me to contribute to the firm's continued success in the marketplace," added Mr. Kanu.

TRENDS IN CORPORATE GOVERNANCE

The team at Laurel Hill Advisory Group is committed to being fully engaged on the trends, evolution and developments in the shareholder communications space.  As such, we want to ensure our clients benefit from the depth of our experience and are always in the best position to manage the current and developing market trends. It is with this in mind that we are pleased to present Laurel Hill’s second annual Trends in Corporate Governance.  

Our report identifies issues, trends and risks which are intended to initiate conversation with your board, executive and shareholders so you are ahead of the curve and able to make well-informed decisions.  Of course, we are always available to speak in detail at your convenience.   

As we look back on the 2017 proxy season, we are able to understand the development of specific trends and provide insights on the evolution of these trends into 2018.  Additionally, we have identified issues which will assist our clients in preparing for the upcoming proxy season.  

We hope you find the report informative.  We look forward to the opportunity to speak with you in detail as you commence planning for the 2018 proxy season.   

Sincerely, 

David Salmon
President
Laurel Hill Advisory Group

Shareholder Activism 2017 Mid-Season Summary

Institutional Shareholder Services (”ISS”) recently released their 2017 Canadian Midseason Activism Review and noted that shareholder activism has remained relatively consistent since the high point in 2012. In the first half of 2017, ISS observed 6 proxy battles for board control with an average market capitalization continuing to be below $100m ($56m in 2017). This is consistent with 6 at the same time in 2016 and 9 in 2015.  The decrease in full-blown proxy battles over the years is largely viewed to be a consequence of several developments.  Notably, an increase in issuer preparedness, the adoption of advance notice policies, an increase in shareholder engagement and a greater willingness to settle prior to full a blown battle over the past few years and, of course, the costs.  By way of example, a recent battle south of the border has record anticipated costs of USD $65 million.

Laurel Hill Releases Case Study on Anniversary of Canada's New Takeover Bid Regime

TORONTO, ONTARIO and NEW YORK, NEW YORK--(Marketwired - June 6, 2017) - Just over one year ago, on May 9, 2016, Canada's new harmonized takeover bid regime, as set out in National Instrument 62-104 Takeover Bids and Issuer Bids, came into effect. The new rules stipulate three key bid features:

  • Bids must remain open for at least 105 days, except that the time may be reduced to not less than 35 days with the approval of the target or in the event of friendly competing transaction; 
     
  • Bids must be for at least 50% of the target's outstanding shares, excluding any shares held by the bidder; and
     
  • Bids must remain open for an additional 10 days beyond the initial expiry once all bid conditions have been met.

Laurel Hill, Canada's leading shareholder communications firm, has acted as Information Agent for six of the seven unsolicited bids since the new rules took effect and, as such, is uniquely positioned to provide insights on the impact of the new rules.

With this in mind, we are pleased to release our case study "Happy Anniversary NI 62-104! A case study in Canada's new takeover bid regime". The study reviews the recently completed hostile bid by Total Energy Services Inc. for Savanna Energy Services Corp., the only hostile bid in the last year that involved a share exchange and the only successful bid that played out to its end without the support of the target board.

David Salmon, President of Laurel Hill, notes: "We are now one year out from the new rules and, while the number of hostile bids has not declined as many anticipated, there has been a trend towards all-cash deals and we are also seeing targets employ increasingly creative defensive tactics. On the other hand, this particular case underlines the fact that successful bids involving share exchanges can still be made. The case also underscores the importance and the impact of shareholder lock-ups."

Contact Information
David Salmon
604-620-2224
dsalmon@laurelhill.com

Independent proxy advisory firms recommend a vote FOR TIO Networks arrangement

VANCOUVER, Mar 28, 2017 (Canada NewsWire via COMTEX) -- TIO NETWORKS CORP. (TNC) is pleased to announce that Institutional Shareholder Services Inc. ("ISS") and Glass Lewis & Co. ("Glass Lewis"), the leading independent proxy advisory firms that provide voting recommendations to institutional investors, have each recommended that TIO shareholders approve the proposed plan of arrangement with PayPal, Inc.