Publication
Government Investigations in Singapore 2025
We have contributed the Singapore chapter of Getting the Deal Through, Government Investigations 2025.
Global | Publication | April 2016
The majority of shareholders in Canada hold their shares through a broker or other intermediary, which in turn holds their shares with the Canadian Depository for Securities Limited (CDS). Most voting at shareholder meetings therefore occurs within a layered, complex and opaque proxy system. This leads to uncertainty as to whether all of the votes of the true beneficial shareholders are properly tabulated. The Canadian Securities Administrators (CSA) have announced proposed changes to the process of vote counting and reconciliation, which will hopefully result in a more accurate, reliable and accountable voting system.
The CSA has proposed new protocols for the parties responsible for vote collection and tabulation. These parties include CDS, intermediaries such as brokers, Broadridge Investor Communication Solutions Canada (the main proxy voting agent for intermediaries) and transfer agents who act as vote tabulators at shareholder meetings. The new protocols delineate clear roles for each of these participants at each stage of the process and outline the operational processes that each should implement to ensure their roles and responsibilities are fulfilled.
The protocols include:
In addition, the CSA intends to establish a committee to promote better communication, information sharing and problem solving among the participants responsible for vote collection and tabulation.
Although the CSA did not identify any vote reconciliation issues unique to proxy contests, the proposals, if implemented, will provide greater certainty and transparency for all parties involved in proxy contests and hopefully will provide beneficial shareholders with greater comfort that their votes were, in fact, properly received and counted.
The deadline to comment on the proposed protocols is July 15, 2016. The CSA intends to publish the final protocols by the end of 2016, in time for the 2017 proxy season. The protocols will likely be implemented on a voluntary basis initially.
A copy of the CSA amendments can be accessed here.
Publication
We have contributed the Singapore chapter of Getting the Deal Through, Government Investigations 2025.
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The private credit market and direct lending have grown and diversified immensely in the past decade, offering alternative sources and terms of debt compared to those historically provided by the syndicated leveraged loan and public issuance markets. Consequently, they are fast becoming pivotal components in the capital ecosystem, so much so that the Bank of England consider that the private credit market is currently responsible for approximately $1.8 trillion of debt issuance, which is four times its size in 2015. This growth has been particularly pronounced in Europe and the US but there has also been significant activity in Asia.
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