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Canada Fiduciary Duty

Bennett Jones LLP

Delaware Court Affirms High Threshold for Breach of Directors' Caremark Duties

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In a recent case, Bricklayers Pension Fund of Western Pennsylvania (derivatively on behalf of Centene Corporation) v Brinkley (Centene), Delaware's Court of Chancery dismissed “Caremark duty claims”—named after the 1996 case...more

Bennett Jones LLP

Delaware Courts Confirm High Standard for Breach of Oversight Duty Applies Equally to Officers and Directors

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In the United States, corporate directors and, as confirmed by the Delaware Court in McDonald’s Corp. Stockholder Derivative Litigation (McDonald), corporate officers owe, as a subset of their duty of loyalty, a duty to...more

Stikeman Elliott LLP

Pleading Breaches of Fiduciary Duties in Class Proceedings: Court of Appeal Keeps the Bar Low in Ontario

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In Boal v International Capital Management Inc.(“Boal”), the Ontario Court of Appeal (the “Court”) considered the pleading requirements for certification of a breach of fiduciary duty cause of action. In holding that it was...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

Littler

Alberta, Canada Court Holds Senior Executive Personally Liable to Employer

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In Breen v Foremost Industries Ltd, 2023 ABKB 552, the Court of King’s Bench of Alberta dismissed the claim of a President and CEO that he had been wrongfully dismissed from his employment, finding that his employment had...more

Davies Ward Phillips & Vineberg LLP

Canadian Mergers & Acquisitions: A Guide for Investment Banks, Bidders and Boards, 10th edition

Davies’ Canadian Mergers & Acquisitions guide draws on our substantial cross-border M&A experience to offer guidance on both the legal framework and practical aspects of Canadian mergers and acquisitions, including critical...more

Littler

Ontario, Canada Appeal Court Upholds Refusal to Impose Constructive Trust Over Proceeds of Sale of Property Owned by Defrauding...

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A recent Ontario Court of Appeal (OCA) decision demonstrates the process an employer may be expected to undertake to recover employee-stolen funds when the proceeds of the fraud are traced to the assets of a “stranger to the...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

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

Blake, Cassels & Graydon LLP

CSC : Obligation fiduciaire de la Couronne et indemnisation des terres inondées d’une réserve autochtone

Le 16 juillet 2021, dans l’arrêt Southwind c. Canada, 2021 CSC 28 (l’« arrêt Southwind »), la Cour suprême du Canada (la « CSC ») a conclu que le montant de 30 M$ CA accordé à la Lac Seul First Nation (la « LSFN ») par la...more

Blake, Cassels & Graydon LLP

SCC Rules that Crown’s Fiduciary Duty is Central in Assessing Compensation for Flooded Indigenous Reserve Land

On July 16, 2021, in the case of Southwind v Canada, 2021 SCC 28 (Southwind), the Supreme Court of Canada (the Court) ruled that the C$30-million awarded to Lac Seul First Nation (LSFN) by the Federal Court was insufficient...more

Littler

Ontario, Canada Court Reminds Employers that Improperly Drafted Restrictive Covenants are Unenforceable

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In Labrador Recycling Inc. v. Folino, 2021 ONSC 2195 (Labrador Recycling), Ontario’s Superior Court denied an employer’s motion for an urgent injunction to restrain its former employee from competing with it contrary to the...more

Blake, Cassels & Graydon LLP

Pensions, Benefits & Executive Compensation Newsletter – March 2021

Welcome to the 29th issue of the Blakes Pensions, Benefits & Executive Compensation Newsletter. This newsletter provides a summary of recent jurisprudential developments that affect pensions, benefits and executive...more

Blake, Cassels & Graydon LLP

How to Benefit from Benefit Companies

Effective June 30, 2020, the Government of British Columbia brought into force amendments under the Business Corporations Act (British Columbia) (BCBCA), introducing a new type of business structure: the benefit company. With...more

Bennett Jones LLP

What You Need to Know About ILPA Principles 3.0

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The Institutional Limited Partners Association (ILPA) recently released the latest version of its principles, ILPA Principles 3.0. The updated principles provide a detailed selection of best practices for participants in the...more

Blake, Cassels & Graydon LLP

CBCA Amendments Codify Best Interests Considerations

The federal government’s omnibus budget implementation bill (Bill) received royal assent on June 21, 2019, the last sitting day of the House of Commons and Senate before breaking for the summer. Accordingly, certain...more

Blake, Cassels & Graydon LLP

Broad Changes to CBCA Proposed: Directors’ Duties, Additional Disclosure and Annual Say-on-Pay

Significant amendments to the Canada Business Corporations Act (CBCA) proposed in the federal government’s omnibus budget implementation bill (Bill) would codify into statute some of the principles relating to directors’...more

Perkins Coie

Dying and Private Keys

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Cryptocurrency owners must face death—be it their own, or that of anyone else with custody of the owner’s cryptocurrency or other digital assets. We received a stark reminder of this when the Canadian exchange QuadrigaCX...more

Bennett Jones LLP

Fraud and Knowing Assistance—Between the Innocents

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Fraud continues to plague businesses and individuals in Canada and abroad, increasing at an alarming rate. Those involved in asset recovery frequently turn to the equitable doctrine of knowing assistance to catch "strangers"...more

Bennett Jones LLP

British Columbia Supreme Court Orders First Nation to Disclose Impact Benefit Agreements

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The recent decision by the Supreme Court of British Columbia (BCSC) in Yahey v British Columbia (2018 BCSC 123, 25 January 2018) offers interesting insight into the circumstances in which benefit sharing agreements and...more

Blake, Cassels & Graydon LLP

Who Is My Neighbour? Ontario Court Rejects a Duty of Care to Employees of Foreign Suppliers

The Ontario Superior Court of Justice recently dismissed a proposed class action arising out of the collapse of a manufacturing facility in Bangladesh. On July 5, 2017, in Das v. George Weston Limited (Das), the court found...more

Robins Kaplan LLP

Your Daily Dose of Financial News

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In a closely watched battle over the DOL’s new fiduciary rule for retirement account investment advisers, the Labor Department has scored an early first victory. A DC federal judge ruled late last week that the rule at issue...more

Blake, Cassels & Graydon LLP

Métis, Non-Status Indians Constitutionally Deemed “Indians”, Subject to Federal Jurisdiction

The Supreme Court of Canada (SCC) declared in Daniels v. Canada (Indian Affairs and Northern Development) that Métis and non-status Indians are “Indians” under section 91(24) of the Constitution Act, 1867, meaning they come...more

Bennett Jones LLP

A Reminder That Modern Large Partnerships are Still Partnerships

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Large law and accounting firms ostensibly bear little resemblance to traditional, small-scale partnerships. Nevertheless, in the recent Ontario Superior Court decision in Tim Ludwig PC v BDO Canada LLP, 2016 ONSC 2225, a...more

Bennett Jones LLP

Preparing for the Unsolicited Bid

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Market volatility, the recent decline in commodity prices, or in some circumstances a combination of these factors, has resulted in a significant decline in the trading prices of many Canadian public companies relative to...more

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