Matthew Merkley on Board of Directors

Advancement of Women on Boards and in Executive Positions Remains a Work in Progress, CSA Reports

The number of women on boards and in Chief Executive Officer or Chief Financial Officer positions has risen compared to last year; however, the overall advancement of gender diversity remains a work in progress, as found by...more

10/10/2019 / Board of Directors , Canada , Corporate Governance , Diversity

Additional Diversity Disclosure Required of CBCA Corporations in 2020

Beginning January 1, 2020, distributing corporations (generally, public companies) governed by the Canada Business Corporations Act (CBCA) will be required to provide additional diversity disclosure in connection with their...more

7/12/2019 / Board of Directors , Business Corporation Act , Canada , CBCA , Corporate Governance , Shareholders

CBCA Amendments Codify Best Interests Considerations

The federal government’s omnibus budget implementation bill (Bill) received royal assent on June 21, 2019, the last sitting day of the House of Commons and Senate before breaking for the summer. Accordingly, certain...more

7/5/2019 / Board of Directors , Business Corporation Act , Canada , CBCA , Corporate Governance , Fiduciary Duty , Say-on-Pay , Shareholders

Broad Changes to CBCA Proposed: Directors’ Duties, Additional Disclosure and Annual Say-on-Pay

Significant amendments to the Canada Business Corporations Act (CBCA) proposed in the federal government’s omnibus budget implementation bill (Bill) would codify into statute some of the principles relating to directors’...more

4/12/2019 / Board of Directors , Business Corporation Act , Canada , CBCA , Corporate Governance , Fiduciary Duty , Say-on-Pay , Shareholders

2019 Proxy Advisory Firm Voting Guidelines: Canadian Highlights

In preparation for the upcoming proxy season, issuers should familiarize themselves with the Canadian proxy voting guidelines recently published by Institutional Shareholder Services Inc. (ISS) and Glass Lewis & Co. (Glass...more

2/12/2019 / Board of Directors , Canada , Corporate Governance , Diversity , Glass Lewis , Institutional Shareholder Services (ISS) , Proxy Advisory Firms , Shareholders

Women on Boards: Progress on Gender Diversity Still Slow, CSA Reports

The number of women on boards and in executive positions has risen compared to last year, but progress on gender diversity remains slow, the Canadian Securities Administrators (CSA) have found in their recently published CSA...more

10/10/2018 / Board of Directors , Canada , Canadian Securities Administration , Corporate Governance , Disclosure Requirements , Diversity

Director Independence Regime – Time for a Change?

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

4/23/2018 / Board of Directors , Canada , Canadian Securities Administration , Corporate Governance , Directors , Shareholders

Are Directors Independent? It Depends: CSA Revisiting Regime

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

11/16/2017 / Board of Directors , Canada , Canadian Securities Administration , Corporate Governance , Directors , Independent Directors

CSA Reports Another Small Step for Women; Still No Giant Leap for Humankind

The Canadian Securities Administrators (CSA) recently published CSA Multilateral Staff Notice 58-309 Staff Review of Women on Boards and in Executive Officer Positions – Compliance with NI 58-101 Disclosure of Corporate...more

11/1/2017 / Board of Directors , Canada , Canadian Securities Administration , Corporate Governance , Disclosure Requirements , Diversity , Ontario Securities Commission (OSC)

Are Mandatory Gender Diversity Targets Coming for Public Companies in Ontario?

On June 7, 2016, the Ontario government announced that it has accepted all 11 recommendations set forth in Catalyst Canada’s report, Gender Diversity on Boards in Canada: Recommendations for Accelerating Progress (Report)....more

6/14/2016 / Board of Directors , Canada , Corporate Governance , Diversity

Broad Changes to Ontario Corporate Law Recommended

A panel of legal practitioners and academics appointed by Ontario’s Ministry of Government and Consumer Services (Panel) has recommended potential updates and revisions to a number of corporate and commercial Ontario statutes...more

8/5/2015 / Board of Directors , Business Corporation Act , Canada , Corporate Entities , Limited Partnerships , OBCA , Partnerships , Proposed Legislation , Shareholder Rights , Shareholders

2015 Proxy Advisory Voting Guidelines: Proxy Season Highlights

In preparing for the upcoming proxy season, it is important for issuers to be familiar with the current Canadian proxy voting guidelines prepared by Institutional Shareholder Services Inc. (ISS) and Glass Lewis & Co. (Glass...more

2/2/2015 / Board of Directors , Canada , Corporate Governance , Corporate Officers , Glass Lewis , Institutional Shareholder Services (ISS) , Private Placements , Proxy Season , Proxy Voting Guidelines

Matthew Merkley

Blake, Cassels & Graydon LLP

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