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
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
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
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
3/13/2023
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Breach of Duty ,
Canada ,
Corporate Culture ,
Corporate Governance ,
Corporate Officers ,
Delaware ,
Duty of Oversight ,
Fiduciary Duty ,
Shareholder Litigation ,
Shareholders
The Canadian Securities Administrators (CSA) recently published its eighth annual Review of Disclosure Regarding Women on Boards and in Executive Officer Positions (Year 8 Report) (the Review). The Review outlines the CSA's...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
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
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
The Canadian Securities Administrators (CSA) has published the seventh annual Review of Disclosure Regarding Women on Boards and in Executive Officer Positions. The participating jurisdictions from the previous...more
In March 2021, the Canadian Securities Administrators (CSA) published the sixth Staff Review of Disclosure Regarding Women on Boards and in Executive Officer Positions. Recently, participating securities regulatory...more
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
On April 7, 2021, the Government of Canada published Diversity of Boards of Directors and Senior Management of Federal Distributing Corporations. The report is the first report on the effect of the government's efforts to...more
4/27/2021
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Canada ,
CBCA ,
Corporate Counsel ,
Corporate Governance ,
Corporate Officers ,
Disclosure Requirements ,
Diversity ,
New Regulations ,
Senior Managers ,
Shareholders
On April 8, 2019, the Federal Government introduced Bill C-97, An Act to implement certain provisions of the budget tabled in Parliament on March 19, 2019 and other measures, which includes proposed changes to the Canada...more
4/23/2019
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Canada ,
CBCA ,
Clawbacks ,
Corporate Governance ,
Corporate Officers ,
Disclosure Requirements ,
Diversity ,
New Regulations ,
Senior Managers ,
Shareholders
TSX-listed companies will almost certainly need to include disclosure in their information circulars or annual information forms on the representation of women on their boards and in senior management for the 2015 proxy...more
Women on Boards and in Senior Management -
The Ontario Securities Commission (OSC) has published for comment proposed amendments to Form 58-101F1 of National Instrument 58-101 Disclosure of Corporate Governance...more