The Canadian Securities Administrators (CSA) is pausing its work on climate-related and diversity-related disclosure rules in order “to support Canadian markets and issuers as they adapt to the recent developments in the U.S....more
The latest edition of Davies’ Governance Insights is now available. In this issue, we review the Manti Holdings decision from Delaware.
For boards, nominees and nominating shareholders, the decision is a reminder of the...more
4/24/2025
/ Board of Directors ,
Breach of Duty ,
Business Litigation ,
Conflicts of Interest ,
Corporate Governance ,
Delaware ,
Fiduciary Duty ,
Nominee Directors ,
Risk Management ,
Shareholder Litigation ,
Shareholders
Despite a strong start to the year, activist activity in Canada in 2024 tapered to pre-pandemic levels. This reversion to more historic annual totals follows a notable resurgence of shareholder demands directed at Canadian...more
12/20/2024
/ British Columbia Securities Commission (BCSC) ,
Canada ,
Capital Markets ,
Commercial Real Estate Market ,
Coronavirus/COVID-19 ,
Corporate Counsel ,
Corporate Governance ,
Environmental Social & Governance (ESG) ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Market Conditions ,
Proxy Contests ,
Public Interest ,
REIT ,
S&P ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism ,
Shareholders
The corporate life of a nominee director has been characterized as having the potential to be “neither happy nor long.” In this Governance Insights article, we discuss the fundamental fiduciary considerations that nominee...more
When is a board of directors permitted to withhold information from one of its members? Although the Canadian corporate statutes generally grant directors a blanket right to inspect board and committee minutes, there is...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
What is a spurned seller’s recourse when a buyer walks away from a deal in breach of the purchase agreement? In private M&A, the answer is reasonably straightforward: sue the buyer to close the deal or to recover damages. In...more
1/11/2024
/ Breach of Contract ,
Buyers ,
Damages ,
Elon Musk ,
Mootness Fee Applications ,
Premiums ,
Purchase Agreement ,
Sellers ,
Shareholders ,
Target Company ,
Termination Fees ,
Twitter
In a first for Canadian securities laws, on October 20, 2023 Ontario’s Capital Markets Tribunal (Tribunal) released substantive guidance on the meaning of the “necessary course of business” (NCOB) exception to the prohibition...more
11/2/2023
/ Burden of Proof ,
Capital Markets ,
CEOs ,
CFOs ,
Disclosure ,
Good Faith ,
Insider Information ,
Insider Trading ,
MNPI ,
Purchase Agreement ,
Regular Course of Business ,
Securities Act ,
Tribunals
Traduction en cours.
Can the buyer in a M&A transaction who takes possession of the seller’s or target company’s privileged communications on closing use those communications in a post-closing dispute against the seller?...more
7/14/2023
/ Attorney-Client Privilege ,
Buyers ,
Computer Servers ,
Confidential Information ,
Data Collection ,
Data Privacy ,
Data Retention ,
Email ,
Joint Clients ,
Policies and Procedures ,
Post-Closing Rights ,
Pre-Closing Issues ,
Privileged Communication ,
Purchase Agreement ,
Rules of Professional Conduct ,
Successors ,
Target Company
The Ontario government introduced an omnibus bill (Bill 91) on April 3, 2023 that proposes both welcome and concerning amendments to the Ontario Business Corporations Act’s (OBCA) regulation of shareholder meetings. The...more
Amendments to the Act respecting the legal publicity of enterprises (LPA), which require registrants (described below) to declare their “ultimate beneficiaries,” will come into force on March 31, 2023. Corporate ownership...more
Recent amendments to the Canada Business Corporations Act (CBCA) will require private corporations to report information regarding individuals with significant control to Corporations Canada. These amendments form part of the...more