Corporate consolidation is when two or more businesses (business units or companies) come together to become a single larger entity. There are many reasons for a consolidation including realizing or gaining greater efficiencies in operations, strengthening competitive offering, eliminating competition and/or gaining access to new markets. In a corporate consolidation the two or more entities join to become a completely new venture, wherein the old two entities cease to exist. For support and additional information, explore our Corporate Investment solutions.
In Canada, many public companies are required to disclose specific information about their business and financial status on a regular basis. Amendments are currently being implemented to ensure more consistent application of disclosure requirements and other securities legislation across Canadian provinces and exchanges.Canada’s National Instrument 51-102: Continuous Disclosure Obligations outlines requirements for disclosure documents, including financial statements, proxies, information circulars, material change reports, management’s discussion and analysis (MD&A), annual information forms (AIFs) and business acquisition reports (BARs). Public companies and mutual funds are required to provide data that meets current Canadian standards for accounting practices and auditing standards, as described in National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency. For companies other than investment funds, continuous disclosures must be certified in accordance with National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings. Continuous disclosure information is submitted via SEDAR (System for Electronic Document Analysis and Retrieval), Canada’s electronic filing system for disclosures. Foreign issuers are exempt from some continuous disclosure requirements, as described in National Instrument 71-102, Continuous Disclosure and Other Exemptions Relating to Foreign Issuers. For support and additional information, explore our Corporate Investment solutions.
Corporate governance involves the processes, policies, guidelines and standards set by corporations to reference when managing and making formal decisions. Plus, it is a factor in helping a company avoid risk. There are seven characteristics of corporate governance often referenced: Discipline, transparency, independence, accountability, responsibility, fairness and social responsibility.Corporate governance is also an important topic to include in shareholder communications. For example, risk management, diversity and human capital management are corporate governance topics frequently addressed in proxy statements. Additionally, shareholders remain keenly interested in corporate boardroom diversity, for reasons of both equity and performance. Including visuals such as iconography, infographics and pie charts can help represent the company’s position on these topics within the proxy. For support and additional information, explore our Annual Meeting and Proxy Solutions.
ESG or Environmental, Social and Governance are the three key standards used by vendors to evaluate a company’s corporate responsibility and can affect their reputation with investors. Environmental initiatives are examined based on a company’s impact and steps toward improving the environment. Social is examined by how companies build and maintain relationships within the organization or company, and externally with communities. Governance initiatives are evaluated by investors by examining a company's leadership and their internal operations. For support and additional information on ESG, explore our solutions for Annual Meeting and Proxy Solutions.
ESMA, the European Securities and Markets Authority), was formed in January 2011, and is a European Union financial regulatory agency and European Supervisory Authority, located in Paris.ESMA works in the field of securities legislation and regulation to improve the functioning of financial markets in Europe, strengthening investor protection and cooperation between national competent authorities. The idea behind ESMA is to establish an “EU-wide financial markets watchdog.” As an example of regulations handed down by ESMA, beginning 1 Jan 2021, they implemented the European Single Electronic Format (ESEF) mandate which defines Inline XBRL (iXBRL) as the reporting standard for issuers.
Over the past few decades, companies have moved toward increasingly stylized annual reports, often available via the web, using HTML (HyperText Markup Language). xHTML (eXtensible HyperText Markup Language) takes HTML and adds a layer of machine-readable metadata.
SEC Form 40-F, also known as the Registration and Annual Report for Canadian Securities Form, is a filing with the Securities and Exchange Commission (SEC) used by Canadian companies that want to offer their securities to United States investors.In addition to being used to register Canadian securities in the United States, Form 40-F provides investors with valuable insight into the Canadian companies offering them. After the first filing with the SEC, the form is thereafter used by Canadian companies to provide their annual report. The form not only supplies standard information about the security and the company, it also gives the domestic and Canadian contact information for the securities issuer. Form 40-F may be used by a company that’s incorporated or organized in Canada, is a foreign private issuer or crown corporation, has been subject to reporting to any Canadian regulatory authority for at least 12 months, and possesses outstanding equity shares valued at $75 million or more, or a Form F-9 filed with the SEC on or before Dec. 30, 2012. Once filed, Form 40-F is accessible to public scrutiny on the SEC's EDGAR (Electronic Data Gathering, Analysis, and Retrieval)computer system for the receipt, acceptance, review and dissemination of documents submitted in electronic format to the Commission. For support and additional information, explore our solutions for Health Plan Regulated Communications.
SEC Form DEF 14A, also called a definitive proxy statement, is intended to furnish security holders with adequate information to be able to vote confidently at an upcoming shareholders' meeting. Form DEF 14A is most commonly used with an annual meeting proxy and filed in advance of a company’s annual meeting. The statement must be filed with the Securities and Exchange Commission (SEC) by or on behalf of the firm soliciting shareholder votes.Under The Securities and Exchange Act of 1934, Form DEF 14A ensures that shareholders receive crucial voting information including: When and where a shareholder meeting will be held; voting information and procedures; revocability of proxies; procedure for submitting stockholder proposals; background on the company’s nominated directors; top shareholders and holding details; potential conflicts of interest among directors; board and executive compensation, with details including perquisites; audit fees and committee and other important details. When a definitive proxy statement is distributed to shareholders, it’s also filed with the SEC. It becomes public record, available for anyone to view, on the SEC's EDGAR (Electronic Data Gathering, Analysis, and Retrieval) computer system for the receipt, acceptance, review and dissemination of documents submitted in electronic format to the Commission. For support and additional information, explore our solutions for Annual Meeting and Proxy Solutions.
SEC Rule 30e-3 was adopted by the Securities and Exchange Commission (SEC) to allow certain registered investment companies the option of making their reports to shareholders available online instead of delivering the full report. Rule 30e-3 accommodates the preferences of all investors regarding their preferred means of communication—whether they wish to receive reports in paper or electronically, or simply to be notified that the reports are available online. Rule 30e-3 outlines that if certain standards are met, it is considered that the investment company has fulfilled their delivery of a report to a shareholder. For support and information, explore our solutions here.