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
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
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
Institutional Shareholder Services (ISS) has released proposed updates for comment to certain of its Canadian benchmark proxy voting policies (each, a Proposed Policy) for the 2022 proxy season. The Proposed Policies are open...more
Canadian public companies typically look to their federal or provincial governing statutes for timeline requirements regarding their annual general meeting (AGM). Generally, business corporation legislation requires an AGM to...more
The United States Securities and Exchange Commission (SEC) recently issued guidance on the applicability of certain U.S. proxy rules to voting advice given by proxy advisory firms, such as ISS and Glass Lewis. This initiative...more
9/10/2019
/ Canada ,
Capital Markets ,
Corporate Governance ,
Investment Adviser ,
New Guidance ,
Proxy Advisors ,
Proxy Advisory Firms ,
Proxy Solicitations ,
Proxy Voting Guidelines ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholders
Climate change disclosure is receiving greater attention from Canadian public companies and their investors. As various legal claims begin to shape the world of climate change litigation, both in and outside of Canada,...more
Institutional Shareholder Services (ISS) and Glass, Lewis & Co (Glass Lewis) have both released their updates to their respective Canadian proxy voting guidelines for the upcoming 2018 proxy season. The ISS updates apply to...more
Canadian public merger and acquisition transactions in 2016 (in-bound and out-bound) comprised over C$400 billion in value with at least one-third of the transactions in Canada being fueled by foreign buyers. The second...more
On March 9, 2017, the Toronto Stock Exchange (TSX) issued Staff Notice 2017-001 (the Staff Notice), which provides guidance on the TSX's majority voting requirement and the use of advance notice policies for director election...more
On January 26, 2017, the Canadian Securities Administrators (CSA) released CSA Staff Notice 54-305 Meeting Vote Reconciliation Protocols (the Protocols) concerning the improvement of the procedures used for counting proxy...more
On September 28, 2016, the Government of Canada tabled proposed amendments to the Canada Business Corporations Act (CBCA). Corresponding amendments are proposed for the Canada Cooperatives Act and the Canada Not-for-profit...more
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
10/14/2015
/ Canada ,
Capital Markets ,
Change of Control ,
Confidential Information ,
Corporate Governance ,
D&O Insurance ,
Due Diligence ,
Fiduciary Duty ,
Hostile Takeover ,
Publicly-Traded Companies ,
Target Company