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Canada Shareholder Litigation

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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

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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

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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

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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

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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

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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

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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

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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

Spilman Thomas & Battle, PLLC

Currents - Energy Industry Insights - November 2018

New York Sues Exxon Mobil, Saying It Deceived Shareholders on Climate Change - "The litigation, which follows more than three years of investigation, represents the most significant legal effort yet to establish that a...more

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Poseidon Plan of Arrangement Resolves Director and Auditor Liability Claims

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The Alberta Court of Queen's Bench recently sanctioned the Companies' Creditors Arrangement Act ("CCAA") plan of compromise and arrangement (the "Plan") of Poseidon Concepts Corp. and certain of its affiliates (together,...more

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Marquee Energy Appeal Reaffirms Plans of Arrangement Law in Canada

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In a decision released on November 15, 2016, the Alberta Court of Appeal allowed the appeal of Marquee Energy Ltd. (Marquee) from a prior decision of the Court of Queen's Bench of Alberta which had required, as a condition to...more

Blake, Cassels & Graydon LLP

Plan of Arrangement: A Vote for All? Not So, Says Court of Appeal

In Smoothwater Capital Corporation v. Marquee Energy Ltd. (Smoothwater), the Alberta Court of Appeal (Court) overturned the Alberta Court of Queen’s Bench controversial decision granting shareholders of an acquiring company a...more

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Supreme Court of Canada Revisits Oppression

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A corporation's failure to follow legal formalities under the Canada Business Corporations Act, RSC 1985 c C-44 [CBCA] does not, by itself, establish oppression, the Supreme Court recently held in Mennillo v Intramodal inc.,...more

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Significant Headwinds for Securities Class Actions

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In April 2015, the Supreme Court of Canada released its decision in Theratechnologies Inc. v 121851 Canada Inc., 2015 SCC 18, in which it emphasized the need for a robust screening mechanism to prevent unmeritorious secondary...more

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

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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

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A Second Opinion on Fairness Opinions in Commercial Arrangements - Champion Iron Called Into Question by Bear Lake and Royal...

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Decisions on corporate plans of arrangement tend to be of two varieties. Most are fairly straightforward decisions, where the applicant proves that it complied with the interim order already issued by the court, shows that a...more

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Sino-Forest: More Lessons as a Chapter Closes

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On March 13, 2014 the Supreme Court of Canada dismissed applications for leave to appeal by a group of alleged former institutional shareholders of Sino-Forest Corporation. These institutions unsuccessfully sought leave to...more

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