De son côté, FAIR, toute aussi critique, va jusque à remettre en cause le rôle du TSX comme régulateur.
Stephen Griggs, executive director of the Canadian Coalition for Good Governance, which represents most of
Canada's largest institutional shareholders, said the 50-per-cent threshold was rejected
by his board members last week.
"We feel the TSX's response is wholly inadequate," he said.
He said it means shareholders in Canada would have fewer rights to oppose a dilutive takeover deal than those in most other major countries, which could deter foreign buyers from investing in Canada or make Canadians more likely to invest abroad.
"Not having to get shareholder approval probably makes a deal easier to conclude, but the flip side is the providers of capital from outside of Canada look at provisions like the one the TSX has proposed and say, 'Why would we invest in a country where we do not have reasonable shareholder rights?' " he said.
"And Canada looks like a banana republic or a Third World country from a governance perspective, which means the cost of capital goes up significantly."
It is our position that the TSX/TSX-V listed company regulatory function should either operate as a separate entity within the TSX with its own board of directors or at the very least the regulatory function should operate independently of the business side of the TSX with appropriate Chinese Wall and other checks and balances. The world’s leading stock exchanges like NYSE, HKEx and ASX separated the regulatory function from the business side when they went public. In the UK, the Financial Services Authority (FSA) simply took listed company regulation away from the London Stock Exchange and listed company regulation is now a division of the FSA.
The OSC and other Canadian Securities Commissions must address the separation of listed company regulation from the “for profit” motivation of the TSX. Action to correct this serious deficiency in our regulatory framework will enhance shareholder confidence in the TSX and in our equity markets, a confidence that has been eroded in recent years.
La suite promet d'être intéressante...