Business Corporation Act

News & Analysis as of

Update on Auditing the Audit

Most jurisdictions in Canada require the unanimous consent of all shareholders (including non-voting shareholders) in order for a non-distributing corporation to dispense with an audit. The requirement is absolute and...more

B.C. Court of Appeal Issues Important Guidance on Directors’ Disclosable Interests, Oppression Proceedings

The B.C. Court of Appeal last week released a wide-ranging decision on the availability of oppression proceedings under the B.C. Business Corporations Act (BCA), when interests of directors will be disclosable as a...more

Restarting the Clock: Court of Appeal Affirms Two-Year Limitation Period for Oppression Remedy Cases

In its recent decision in Maurice v. Alles, the Court of Appeal for Ontario held that oppression remedy claims under the Ontario Business Corporations Act (OBCA) must be commenced within the general two-year limitation period...more

B.C. Supreme Court Dismisses Petition in Proxy Fight Over Kobex

The British Columbia Supreme Court (Court) recently considered certain issues relating to a proxy battle involving a TSX Venture Exchange-listed issuer, Kobex Capital Corp. (Kobex). The Court’s decision in Kingsway Financial...more

A Cross-Border Finance Lawyer Examines Differences in Canadian and U.S. Corporate Practice

As a U.S. finance lawyer working in Canada on cross-border deals, I have noticed a few differences between U.S. and Canadian corporate practice that impact in minor ways the transaction documents, but that may signal in some...more

Canadian Coalition of Good Governance Advocates More Proxy Access

Earlier this year, the Canadian Coalition of Good Governance (CCGG) released its publication “Shareholder Involvement in the Director Nomination Process: Enhanced Engagement and Proxy Access”, proposing enhanced proxy access...more

Multiple Voting Shares: Don’t Call it a Comeback

Dual class share structures have been thrust back into the spotlight by a recent flurry of initial public offerings of subordinate voting shares, a proposed going private transaction of a dual class share company and...more

Broad Changes to Ontario Corporate Law Recommended

A panel of legal practitioners and academics appointed by Ontario’s Ministry of Government and Consumer Services (Panel) has recommended potential updates and revisions to a number of corporate and commercial Ontario statutes...more

2015 Changes to the Minnesota Business Corporation Act

On August 1, 2015, House Bill H.F. No. 385, which was signed into law by Governor Mark Dayton in May 2015, will become effective. The new law streamlines the process for executing cross-entity and cross-border conversions...more

A Little Less Murky: The Court of Appeal Clarifies the Line Between Oppression and Derivative Actions

On May 26, 2015, the Court of Appeal for Ontario released its decision in Rea et al v Wildeboer, clarifying the distinct role of derivative actions under the Ontario Business Corporations Act. The role is so distinct that the...more

For Louisiana Corporations, Change is in the Air

Louisiana is getting a brand new corporations law, but to businesses from other states, the new law might look strangely familiar. Earlier this year, Louisiana Governor Jindal signed into law Act No. 328, which will replace...more

Proposed Changes To The Minnesota Business Corporation Act

The Minnesota legislature is considering proposed changes to the Minnesota Business Corporation Act. Among other things, the changes would...more

Good News for Corporate Plaintiffs in Alberta?

A defendant seeking a security for costs order against a corporate plaintiff faces a more stringent test than other defendants, the Alberta Court of Queen’s Bench recently held in Amex Electrical Ltd v 726934 Alberta Ltd,...more

Amendments to the North Carolina Business Corporation Act | What You Need to Know

The North Carolina General Assembly recently approved a number of significant changes to the North Carolina Business Corporation Act (“NCBCA”) which the governor signed into law on June 19, 2013....more

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