News & Analysis as of

Canada Directors

Blake, Cassels & Graydon LLP

Les entreprises de produits et de services qui ont des effets nocifs sur la santé pourraient être poursuivies en...

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

Davies Ward Phillips & Vineberg LLP

In a Win for Shareholders, B.C. Securities Commission Provides Joint Actor Guidance for Proxy Contests

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

Cozen O'Connor

One Year with the Listed Issuer Financing Exemption

Cozen O'Connor on

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 Ward Phillips & Vineberg LLP

Canadian Mergers & Acquisitions: A Guide for Investment Banks, Bidders and Boards, 10th edition

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

Bennett Jones LLP

Court Decision Highlights "Nominee" Director Issues

Bennett Jones LLP on

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

Bennett Jones LLP

Additional Canada Business Corporation Act Regulations to Come Into Force August 31, 2022

Bennett Jones LLP on

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

Bennett Jones LLP

Important Changes to the Alberta Business Corporations Act Now in Effect

Bennett Jones LLP on

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

Littler

Ontario, Canada Court of Appeal Confirms Corporate Directors May Face Statutory Claims for Unpaid Wages in Wrongful Dismissal...

Littler on

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

Dorsey & Whitney LLP

When Canadian Investors Must Report Investments (including those in Canada!) to the SEC

Dorsey & Whitney LLP on

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

Blake, Cassels & Graydon LLP

Quebec Court of Appeal Weighs in on Defences Available to Directors in Unpaid Wages Lawsuit

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

Dickinson Wright

Supreme Court Confirms Shareholders Cannot Sue Professional Advisors for Corporation’s Losses

Dickinson Wright on

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

Blake, Cassels & Graydon LLP

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

Blake, Cassels & Graydon LLP

Bill 141: New Governance Rules for Certain Quebec Companies

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

Blake, Cassels & Graydon LLP

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

Bennett Jones LLP

Cybersecurity Obligations of Directors - Guidance from the United States Decisions

Bennett Jones LLP on

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

Dorsey & Whitney LLP

DSU Plans Require Careful Review to Avoid Adverse U.S. Tax Treatment

Dorsey & Whitney LLP on

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

Blake, Cassels & Graydon LLP

Oppression in the Context of a Closely-Held Corporation: SCC Weighs In

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

Blake, Cassels & Graydon LLP

Nominee Directors: Rights and Responsibilities

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

Blake, Cassels & Graydon LLP

B.C. Court of Appeal Issues Important Guidance on Directors’ Disclosable Interests, Oppression Proceedings

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

Blake, Cassels & Graydon LLP

Cybersecurity Risks: Directors and Officers Should Stop, Collaborate and Listen

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

Blake, Cassels & Graydon LLP

Recent Decision Clarifies Availability of Defences at the Leave Stage in Statutory Securities Class Actions

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

Blake, Cassels & Graydon LLP

Director Term Limits Not Common

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

Blake, Cassels & Graydon LLP

Issuers Apprehensive of OSC’s Proposed Whistleblower Program

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

Blake, Cassels & Graydon LLP

Update: New Measures Adopted by Quebec to Promote Integrity in Public Contracts

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

Bennett Jones LLP

Directors Need to Meet High Standard to Avoid Liability

Bennett Jones LLP on

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

27 Results
 / 
View per page
Page: of 2

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide
- hide