Canada Board of Directors

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Ontario Ministry’s Expert Report Recommends Big Changes to Province’s Corporate Laws

On July 9, 2015, an expert panel convened by the Ontario Ministry of Government and Consumer Services (MGCS) released their final report (the Expert Report) containing many broad recommendations on how to modernize Ontario’s...more

The WSGR Data Advisor

In this issue: - Navigating Public Company Cybersecurity Obligations: Advising Boards and Disclosing to Investors - FTC Updates School-Related COPPA Guidance - Status Update on the EU Data Protection...more

2015 Canadian Proxy Season – New Requirements and Continuing Trends

Annual meeting season for Canadian public companies starts soon. What new requirements and continuing trends will companies face in 2015? This update discusses some of them. - New requirements: The following new...more

2015 Proxy Advisory Voting Guidelines: Proxy Season Highlights

In preparing for the upcoming proxy season, it is important for issuers to be familiar with the current Canadian proxy voting guidelines prepared by Institutional Shareholder Services Inc. (ISS) and Glass Lewis & Co. (Glass...more

Directors Need to Meet High Standard to Avoid Liability

The Tax Court of Canada again confirmed that directors of corporations will have a high burden to meet to establish a due diligence defence and avoid liability for unremitted source deductions....more

Dispute Over Landscaping Repairs Results in Personal Penalties against Condo Directors and a Fascinating Governance War Story

Court decisions holding corporate directors personally liable for acting in bad faith tend to be few and far between in Canadian jurisprudence. The recent Ontario Court of Appeal decision in Boily et al v Carleton Condominium...more

Final Disclosure Rules Regarding Women on Boards and in Senior Management

TSX-listed companies will almost certainly need to include disclosure in their information circulars or annual information forms on the representation of women on their boards and in senior management for the 2015 proxy...more

Doing Business in Canada: Directors' Liabilities

DIRECTORS’ LIABILITIES - In Canada, there is a legal duty for every director and officer of a corporation to act honestly and in good faith with a view to the best interests of the corporation when exercising his/her...more

Roitelman: Director Not Liable Where Employee Engages In Deceit

The Tax Court of Canada recently considered whether a director could establish a due diligence defence with respect to unremitted source deductions where the responsibility for remittance lay with an employee in Roitelman v....more

Financial Advisor Found Liable for Aiding and Abetting Director Breaches of Fiduciary Duties in Connection With Cash-Out Merger -...

In a 91-page post-trial decision, Chancellor Travis Laster found RBC Capital Markets LLC (“RBC”) liable for aiding and abetting breaches of fiduciary duty in connection with RBC’s role as a financial advisor in the 2011 $438...more

TSX-Listed Companies Face Mandatory Majority Voting for Director Elections

The Toronto Stock Exchange has approved amendments to the TSX Company Manual relating to director elections. Under the amendments, which come into effect on June 30, 2014...more

The Financial Report - Volume 3, No. 2 • January 23, 2014 (Global)

IN THIS ISSUE: • Discussion and Analysis • News from the Americas • News from Asia and the Pacific • News from Europe • Global Regulators • US Securities and Exchange Commission...more

Women on Boards and in Senior Management- OSC Releases Proposed Amendments Regarding Incremental Disclosures of Corporate...

Women on Boards and in Senior Management - The Ontario Securities Commission (OSC) has published for comment proposed amendments to Form 58-101F1 of National Instrument 58-101 Disclosure of Corporate Governance...more

ISS Announces Key 2014 Draft Policy Updates

On October 21, 2013, Institutional Shareholder Services (ISS), an influential proxy advisory firm, released three proposed updates to its Canadian proxy voting guidelines. The proposed updates relate to director overboarding,...more

The Financial Report - Volume 2, No. 17 • September 2013

Discussion and Analysis - Even some financial services industry professionals are confused. The 80-year-old prohibition on general solicitation ended on Monday of last week. This means it is now legal for companies to...more

OSC Proposes Disclosure Requirements Regarding Women on Boards and in Senior Management

On July 30, 2013, the Ontario Securities Commission (OSC), released its proposal to require TSX-listed companies to provide disclosure with respect to women on boards and in senior management as set out in the OSC Staff...more

Liability of Directors in Canada – An Excerpt

This article is an excerpt of the Canada Chapter of International Liability of Corporate Directors, 2nd edition, published by Juris Publishing in February 2013. This excerpt excludes numerous aspects of the full chapter,...more

AMF Publishes Consultation Paper On Alternative Approach To Securities Regulators’ Intervention In Defensive Tactics

Further to an earlier post, the Autorité des marchés financiers (“AMF”) has published a consultation paper (the “AMF Proposal”) inviting comments on an alternative approach to that contemplated by the Canadian Securities...more

BYOD & The Board Of Directors — Part One: A Risk To Reckon With?

The information security concerns relating to employees using their own devices for work (such as smart phones, netbooks and laptops) are a hot topic. Although “bring your own device” or BYOD is here to stay, the practice of...more

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

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