Matthew Fleming

Matthew Fleming


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Latest Publications


Ontario Proposes Whistleblower Regime

On October 28, 2015, the Ontario Securities Commission (OSC) published proposed OSC Policy 15-601 - Whistleblower Program (Policy). The proposed Policy provides for the adoption of a whistleblower program by the OSC with the...more

11/4/2015 - Canada Comment Period Consultation Periods Ontario Securities Commission Proposed Regulation Whistleblower Awards Whistleblower Protection Policies

Theratechnologies Inc. V. 12185 Canada Inc: Supreme Court Of Canada Raises The Bar For Obtaining Leave To Bring Secondary Market...

In Theratechnologies inc. v. 12185 Canada inc., the Supreme Court of Canada has ruled that requirements that plaintiffs demonstrate that their claims have been brought in good faith and have a reasonable chance of succeeding...more

7/1/2015 - Canada Class Action Pharmaceutical Industry Secondary Markets Securities Supreme Court of Canada

Court Limits Plaintiff’s Ability to Access Corporate Documents in Securities Class Action

In Mask v. Silvercorp Metals Inc. released on July 18, 2014, the Ontario Superior Court of Justice considered whether a plaintiff seeking leave to commence a secondary market liability action under the Securities Act is...more

8/13/2014 - Canada Class Action Confidential Documents Ontario Securities Act

Court of Appeal Clarifies Directors’ Fiduciary Duties and the Business Judgment Rule for Executive Compensation Matters

The Court of Appeal for Ontario recently affirmed the nature of directors’ and officers’ fiduciary duties and clarified the application of the business judgment rule in the context of a dispute regarding executive...more

8/12/2014 - Business Judgment Rule Canada Corporate Governance Corporate Officers Directors Executive Compensation Fiduciary Duty Shareholder Rights

Green v. CIBC: Court Of Appeal Revisits Limitation Period For Secondary Market Securities Class Actions And Limits Common Law...

Overview - The Court of Appeal for Ontario’s recent decision in Green v. Canadian Imperial Bank of Commerce(“Green”) is significant in two respects. First, the Court clarified the limitation period applicable to...more

2/12/2014 - Canada Class Action Fraud-on-the-Market Limitation Periods Misrepresentation Negligent Misrepresentation Secondary Markets Securities Securities Fraud Securities Litigation

Court Invalidates Director Elections Due To Voting Instructions Provided By Telephone

In a recent decision,the Supreme Court of British Columbia set aside and declared invalid an annual general meeting of shareholders and the resolutions passed at the meeting following a proxy fight between management and...more

4/11/2013 - Canada Proxy Contests Proxy Voting Guidelines Shareholder Votes Shareholders

Insurance Policy Interpreted In Officers’ Favour

In certain circumstances, directors and officers may find that their claims for indemnification under a directors’ and officers’ insurance policy have been denied by the insurance company as a result of various exclusions...more

4/5/2013 - Canada Exclusionary Clauses Indemnification Indemnity Insurance

Directors Owe No Duty To Foreign Residents

Originally Published in Legal Alert, Vol. 31, No. 5. Directors of Canadian companies with operations outside of Canada can take comfort in the Ontario Court of Appeal’s recent decision in Piedra v. Copper Mesa Mining...more

3/15/2013 - Board of Directors Canada Duty of Care Foreign Nationals Mining Negligent Supervision

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