Pension Investment Association of Canada (PIAC) Responds to TSX Request for Comments on Security Holder Approval Requirements for Acquisitions

    TORONTO, Dec. 20 /CNW/ - The Pension Investment Association of Canada
("PIAC") has responded to the Toronto Stock Exchange ("TSX") request for
comments on security holder approval requirements for acquisitions.
    PIAC urges the TSX to amend its security holder approval requirements for
issuances of securities to remove the exemption currently provided for the
acquisition of public companies. PIAC states that Boards of Directors should
submit substantial changes to the business of a corporation or proposals that
may erode or dilute the rights of existing shareholders, such as a dilutive
issuance of shares, to shareholders for approval.
    PIAC notes in its submission that the New York Stock Exchange, American
Stock Exchange and NASDAQ National Market, on which many TSX-listed issuers
are interlisted, require security holder approval for stock issuances
exceeding 20% of an issuer's outstanding shares and do not provide exemptions
for acquisitions of public companies. Requiring security holder approval for
issuances exceeding 25% (TSX's threshold) of the outstanding securities in
connection with an acquisition by TSX-listed issuers is an important
governance process, instilling in investors the same confidence in Canadian
capital markets that they have in other markets and enhancing the
competitiveness of the Canadian economy.

    PIAC has been the national voice for Canadian pension funds since 1977.
Senior investment professionals employed by PIAC's member funds are
responsible for the oversight and management of over $910 billion in assets on
behalf of millions of Canadians. PIAC's mission is to promote sound investment
practices and good governance for the benefit of pension plan sponsors and
    To view PIAC's full submission, please visit, under
Submissions to Government.

For further information:

For further information: PIAC Contact: Peter Waite, Pension Investment
Association of Canada (PIAC), 39 River Street, Toronto, ON, M5A 3P1, Tel:
(416) 640-0264, Fax: (416) 646-9460,,

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