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Delaware Corporate Law to Follow Canadian Corporate Law

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Corporate lawyers in Canada tend to follow decisions of the Delaware Courts involving corporate governance and shareholder matters, as decisions of the Delaware Courts are often a bellwether as to how certain aspects of...more

Davies Ward Phillips & Vineberg LLP

Bill S-285: A Canadian Contribution to the Stakeholder Governance Debate

Senator Julie Miville-Dechêne recently introduced the 21st-Century Business Act (Bill S-285), a Senate public bill that proposes substantive amendments to the Canada Business Corporations Act (CBCA). The legislative proposal...more

Bennett Jones LLP

TSX Venture Exchange Launches "Sandbox" Initiative for Novel Listing Proposals

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On May 13, 2024, the TSX Venture Exchange (TSXV) announced the launch of its "Sandbox" initiative that will aim to provide a formal and transparent forum for the TSXV to consider listing proposals from issuers that do not...more

Bennett Jones LLP

Navigating the Legal Landscape of AI

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Bennett Jones welcomed the opportunity to present a practical, opportunity and risk focused approach to the governance of Artificial Intelligence (AI) at the board level to the Institute of Corporate Directors. While AI is...more

Bennett Jones LLP

Capital Markets Tribunal Keeps High Bar to Establish Improper Defensive Private Placement

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On March 11, 2024, the Ontario Capital Markets Tribunal (Tribunal) released its reasons for dismissing Mithaq Capital Inc.'s (Mithaq) application on December 14, 2023, to cease trade a private placement that Aimia Inc....more

Skadden, Arps, Slate, Meagher & Flom LLP

The Informed Board - Winter 2024

The oversight obligations of boards continue to expand. Recent enforcement actions and new laws in areas such as cybersecurity, artificial intelligence and supply chains create new challenges for boards, as we explain in this...more

Blake, Cassels & Graydon LLP

NorthWest Copper : la Commission des valeurs mobilières de la C.‑B. favorise la circulation de l’information entre les...

Dans sa décision récemment rendue dans l’affaire NorthWest Copper Corp. (l’« affaire NorthWest Copper »), la Commission des valeurs mobilières de la Colombie-Britannique (la « Commission ») a rejeté une demande de NorthWest...more

Blake, Cassels & Graydon LLP

NorthWest Copper: B.C. Securities Commission Decision Favours Free Flow of Information Among Shareholders

In its recent decision in NorthWest Copper Corp., 2022 BCSECCOM 602 (NorthWest Copper), the British Columbia Securities Commission (Commission) dismissed an application by NorthWest Copper Corp. (NWST or the Company) alleging...more

Bennett Jones LLP

Special Committees: Frequently Asked Questions

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Special committees have evolved as a key corporate governance mechanism to assist boards of directors in discharging their fiduciary duties. Applicable securities laws mandate the use of special committees in connection with...more

Bennett Jones LLP

Broer v. Multiguide GmbH—Is the Subsequent Conduct of the Parties More Relevant Than You Think in the Context of Shareholder Loans...

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It has long been established that where the circumstances in which funds are advanced by a shareholder to the company in which they own shares is unclear, the court must consider the "surrounding circumstances" when...more

Bennett Jones LLP

Separate Corporate Personality Remains Alive and Well in Alberta

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Separate corporate personality is not a loophole or technicality, but is an essential principle of corporate law, the Alberta Court of Appeal recently reiterated in Condominium Corporation No. 0828219 v Carrington Holdings...more

Blake, Cassels & Graydon LLP

F&A : 5 conseils aux vendeurs qui s’apprêtent à conclure une convention entre actionnaires

Supposons que vous êtes un vendeur constitué en société fermée et que vous cherchez à vous retirer des affaires après avoir fait croître la valeur de votre entreprise pendant des années. Le processus de vente se déroule bien...more

Blake, Cassels & Graydon LLP

5 Tips for Sellers When Entering Into an M&A Shareholders’ Agreement

You are a private company seller looking to exit your business after years of building up value. Your sale process is going well, and you have identified a preferred buyer that wants to pay a premium for your company. The...more

Stikeman Elliott LLP

Shareholder Activism and Shareholders’ Rights in Canadian Private and Public Companies: An Overview

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A Q&A guide to the use of shareholder activism in Canada. The Q&A gives a high-level overview of the use and goals of shareholder activism, the regulation of shareholder activism, and the strategies and tools used by...more

Bennett Jones LLP

If It's Broke, Fix It: Amendments to the Alberta Business Corporations Act

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On March 28, 2023, the Alberta Government's Bill 10: Financial Statutes Amendment Act, 2023 (Bill 10) received Royal Assent. Bill 10 amends a number of key corporate statutes, including Alberta's Business Corporation Act, RSA...more

Bennett Jones LLP

Delaware Court Extends a Director's Duty of Oversight to Officers—What Could This Mean for Canadian Directors and Officers?

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In the United States, corporate directors owe, as a subset of their duty of loyalty, a duty to monitor and oversee the operations of the company, referred to as the "duty of oversight" in this blog. This duty is known as the...more

Bennett Jones LLP

New CSA Exemption Relating to Proxy Requirements For Uncontested Director Elections

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Clarity for CBCA Incorporated Reporting Issuers On January 31, 2023, the Canadian Securities Administrators (CSA) published an exemption (the Exemption) for reporting issuers incorporated under the Canada Business...more

Bennett Jones LLP

What's Done is Done: Alberta Court of Appeal Declines to Unwind Arrangement Transaction Despite Errors

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​​​​​​​Despite finding a clear error resulting in warrant holders being deprived of meeting and voting rights under a court-approved plan of arrangement, the Alberta Court of Appeal declined to grant relief and unwind the...more

Bennett Jones LLP

Court Decision Highlights "Nominee" Director Issues

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Key Highlights - - Centerra Judge found the breaches of fiduciary duties the most egregious he had ever seen. - Nominee director principles in Centerra are relevant to directors of corporations governed by the Canada...more

Bennett Jones LLP

Additional Changes to Alberta's Business Corporations Act Now in Effect

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The Alberta Government's Business Corporations Amendment Act, 2021 (formerly Bill 84), which we wrote on in our previous insight Additional Changes Coming to Alberta's Business Corporations Act, was proclaimed into force on...more

Bennett Jones LLP

Additional Canada Business Corporation Act Regulations to Come Into Force August 31, 2022

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In 2021, the Government of Canada proposed regulations that would change the director election process for certain corporations established under the Canada Business Corporations Act (CBCA). For more information with respect...more

Bennett Jones LLP

Additional Changes Coming to Alberta's Business Corporations Act

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On December 2, 2021, the Alberta Government's Bill 84: Business Corporations Amendment Act, 2021 (Bill 84) received Royal Assent. The amendments to the Business Corporations Act (Alberta) (ABCA) contemplated by Bill 84 (which...more

Bennett Jones LLP

Ontario Announces New Beneficial Ownership Regime to Fight Illicit Financial Activities

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On November 4, 2021, Ontario’s 2021 Fall Economic Statement announced an intention to address tax evasion, money laundering and other illicit financial activities by amending Ontario’s Business Corporations Act to require...more

Bennett Jones LLP

Ontario Eliminates Director Residency Requirements and Permits Majority Shareholder Resolutions in Writing

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In November of 2020, we wrote about forthcoming changes to the Ontario Business Corporations Act (OBCA) proposed by the Government of Ontario in Bill 213 Better for People, Smarter for Business Act, 2020. After receiving...more

Bennett Jones LLP

Canadian Government Proposes New CBCA Standard for Electing Directors (Updated)

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The federal government has introduced proposed regulations that would, among other things, change the director election process for certain corporations established under the Canada Business Corporations Act (CBCA). The...more

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