Nonprofit Basics: Conflict of Interest Policies and Best Practices for Approving Insider Compensation
FCPA Compliance Report-Episode 330 Robin Bew and Henry Stoever of the NACD
FCPA Compliance and Ethics Report-Episode 119-FCPA Year in Review, Part I
Le 14 mars 2024, le gouvernement de la Colombie-Britannique a déposé le projet de loi 12 (le « projet de loi ») visant à faire adopter la Public Health Accountability and Cost Recovery Act (la « Loi »). Cette dernière a pour...more
Important guidance on “acting jointly or in concert” in a proxy contest was provided by the British Columbia Securities Commission (Commission) in NorthWest Copper Corp. (December 22, 2023). The Commission declined to find a...more
It has been one year since the Canadian Securities Administrators (the CSA) introduced the listed issuer financing exemption (the LIFE Exemption) under Part 5A of National Instrument 45-106 Prospectus Exemptions, which is...more
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
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
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
Removal of Residency Requirements for Directors - On March 29, 2021, Alberta removed the Canadian residency requirements of directors for Alberta corporations governed by the Alberta Business Corporations Act (ABCA)....more
The Ontario Court of Appeal’s (OCA) recent decision in Abbasbayli v. Fiera Foods Company, 2021 ONCA 95 (Fiera Foods) reminds corporate directors that: (a) an employee may be able to make a claim against them in a wrongful...more
On September 17, 2019, the Financial Post reported that British Columbia Investment Management Corporation (BCIMC), one of Canada’s largest pension funds, inadvertently failed to report to the U.S. Securities and Exchange...more
The Quebec Court of Appeal (Court of Appeal) recently addressed the timely and important issue of the scope of the defences available to corporate directors being sued under section 119(2) of the Canada Business Corporations...more
Just a few weeks ago, the Supreme Court of Canada released a decision which confirmed that shareholders cannot sue third parties such as accountants or lawyers for negligent advice that causes losses to the corporation they...more
The Canadian Securities Administrators (CSA) have received formal submissions (Submissions) on Consultation Paper 52-404 – Approach to Director and Audit Committee Member Independence (Consultation Paper) from 27...more
Directors of Quebec insurers, trust and savings companies and deposit institutions will have increased duties regarding the development and enforcement of “sound commercial practices” and “sound and prudent management...more
The Canadian Securities Administrators (CSA) have released CSA Consultation Paper 52-404 – Approach to Director and Audit Committee Member Independence (Consultation Paper) and are inviting comments on the current approach to...more
Your organization will in all likelihood suffer a cyberattack. According to a recent study by Accenture, the average Canadian organization faces about 96 cyberattacks per year, nearly one third of which result in a security...more
A Canadian company is planning to adopt a deferred share unit plan (DSU plan) for its directors. Only one or two of its directors are U.S. citizens or U.S. residents (“U.S. Directors”). With only one or two U.S. Directors,...more
In Mennillo v. Intramodal inc., the first oppression remedy case to reach the Supreme Court of Canada (SCC) since BCE Inc. v. 1976 Debentureholders, the SCC provided clarity on how the oppression remedy operates within...more
It is common for shareholders of both public and private companies to nominate directors to sit on the companies’ boards on their behalf. This commonly occurs when an investor is an institution, when it has the contractual...more
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
The risks associated with cyber-attacks and data breaches are growing in Canada and internationally and the costs associated with an organization preventing, detecting, responding to and recovering from such an incident can...more
The Ontario Superior Court of Justice’s (Court) recent decision in Rahimi v. SouthGobi Resources (Rahimi) confirms that courts will consider and evaluate defences at the leave stage of a statutory secondary market disclosure...more
On September 28, 2015, the Canadian Securities Administrators (CSA) released a staff notice summarizing the findings from its review of the corporate governance disclosure of non-venture issuers related to policies regarding...more
The public comments on the Ontario Securities Commission (OSC)’s proposed whistleblower program (Program) evidence considerable concern that the Program could undermine issuers’ internal reporting and compliance programs,...more
On April 1, 2015, the Act to Ensure Mainly the Recovery of Amounts Improperly Paid as a Result of Fraud or Fraudulent Tactics in Connection with Public Contracts (Act) received assent following its unanimous adoption by...more
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