The Canadian Securities Administrators (CSA) have provided reporting issuers with guidance on virtual shareholder meetings.
Since the emergence of the COVID-19 pandemic, many reporting issuers have adopted a virtual format for their shareholder meetings. These meetings are typically conducted either entirely virtually, in place of an in-person meeting, or through a “hybrid” format held in-person while also permitting participation via electronic means.
CSA staff recently engaged in informal consultations with market participants and stakeholders to better understand their experience with virtual shareholder meetings. Due to these consultations and the still-evolving landscape for virtual shareholder meetings, the regulator is developing recommendations that will assist reporting issuers in fulfilling their obligations under securities legislation and encourage the adoption of practices that facilitate shareholder participation.
The conduct of shareholder meetings is primarily governed by applicable corporate law and the reporting issuer’s organizational documents rather than securities legislation. CSA staff felt that, given the connection between securities law requirements for disclosure in respect of shareholder meetings and shareholders’ experience at such meetings, it was appropriate to provide this guidance.
The CSA encourages reporting issuers to review their governing corporate legislation and documents when considering the conduct of their shareholder meetings.
The full document can be downloaded from the websites of CSA Members.
For more information, please call Barbara Hendrickson at BAX Securities Law (416) 601-1004.
This publication is not intended to constitute legal advice. No one should act on it or refrain from acting on it without consulting with a lawyer. BAX does not warrant or guarantee the accuracy or currency or completeness of the publication. No part of this publication may be reproduced without the prior written permission of BAX Securities Law.
