Andrew MacDougall

Andrew MacDougall

Osler, Hoskin & Harcourt LLP

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Ontario Court Of Appeal Upholds Finding of Breach of Fiduciary Duty Respecting Executive Compensation

The Ontario Court of Appeal recently upheld a trial court decision which concluded that the CEO, who was also a director, breached his fiduciary duty to the corporation when the directors of Unique Broadband Systems, Inc....more

8/21/2014 - Appeals Breach of Duty Canada Executive Compensation Fiduciary Duty Indemnification

The Corporate Governance Review: Chapter 4: Canada

OVERVIEW OF GOVERNANCE REGIME - Canada’s system of corporate governance is derived from the British common law model and strongly influenced by developments in the United States. While corporate governance practices in...more

4/15/2014 - Activist Audits Board of Directors Canada Canadian Securities Administration Capital Markets Corporate Governance Corporate Issuers Disclosure Requirements ICD Codes Ontario Securities Commission Proxies Shareholders Toronto Stock Exchange

NASDAQ Amending Compensation Committee Director Independence Requirements

On November 26, 2013, the NASDAQ Stock Market LLC (Nasdaq) filed with the Securities and Exchange Commission (SEC) proposed amendments to its listing rules on compensation committee composition to, among other things, replace...more

12/13/2013 - Board of Directors Canada Compensation Committee Disclosure Requirements Fees Listing Standards Nasdaq SEC

Corporate Review - November 2013: Proposed Changes to Auditor Oversight Rules Will Alter Information Provided to Audit Committees...

The Canadian Securities Administrators (CSA) has proposed revisions to National Instrument 52-108, Auditor Oversight, to alter the level of disclosure that audit firms are required to make to securities regulators and the...more

12/4/2013 - Auditors Audits Canada Compliance Oversight Committee

Former Directors and Officers of Bankrupt Company Reach $4.75 Million Settlement with the Ministry of Environment over Cleanup...

On October 28, 2013, the Ontario Ministry of the Environment (MOE) announced that it had reached a settlement with the former directors and officers of Northstar Aerospace whereby those former directors and officers agreed to...more

11/4/2013 - Canada Directors Environmental Claims Environmental Liability Environmental Protection Act Officers

SEC’s Proposed CEO Pay Ratio Disclosure Rule: What You Need to Know

On September 18, 2013, the Securities and Exchange Commission (SEC) released its proposal for additional executive compensation disclosure that, if adopted, will require U.S. domestic public companies to calculate and...more

9/27/2013 - CEOs Disclosure Requirements Dodd-Frank Executive Compensation Pay Ratio Proposed Regulation SEC Transparency

Canadian Securities Administrators Seek Input on Disclosure Regarding the Representation of Women in Public Companies and the...

This summer, Canadian securities administrators issued two consultation papers with comments due this fall. The first initiative is an Ontario Securities Commission (OSC) staff consultation paper on proposed new public...more

9/5/2013 - Board of Directors C-Suite Executives Canada Canadian Securities Administration Disclosure Requirements Diversity Proxy Voting Guidelines

Ontario Divisional Court Confirms That Former Directors and Officers Must Remediate While Order Is Under Appeal

On June 19, 2013, in Baker v. Ministry of the Environment, 2013 ONSC 4142 [Baker], the Ontario Divisional Court upheld the decision of the Ontario Environmental Review Tribunal (ERT) that refused to stay a Director’s order...more

7/8/2013 - Appeals Canada CCAA Commercial Bankruptcy Directors Environmental Review Officers Remediation Stays

Research Report: Canadian Governance Highlights from the 2013 Proxy Season

In This Issue: Say on Pay 2013: More Failures but Canada Continues Steadily on its Own Course; Notice and Access Arrives in Canada; Advance Notice Requirements for Director Nominations Take Off; and The Enhanced Quorum...more

6/27/2013 - Advance Notice Board of Directors Canada Corporate Governance Executive Compensation Nominations Quorum Say-on-Pay

NYSE and NASDAQ Listing Standards for Compensation Committees and Compensation Advisers Approved By SEC

On January 11, 2013, the U.S. Securities and Exchange Commission (SEC) approved the New York Stock Exchange’s (NYSE) and the NASDAQ Stock Market’s (NASDAQ) listing standards relating to the independence of compensation...more

1/29/2013 - Compensation Committee Independence Rules Listing Standards Nasdaq NYSE SEC

2012 Capital Markets Review

2012 Capital Markets Review - Our Capital Markets Review is well established as one of Osler’s most popular publications. It contains our analysis of events that have affected the Canadian capital markets during the past...more

1/10/2013 - Corporate Governance IPO Mining Natural Gas Oil & Gas PETRONAS Private Equity Proxy Solicitations REIT

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