In a recent decision, Kraft (Re) (Kraft), the Ontario Capital Markets Tribunal (the Tribunal) articulated clear guidance with respect to the application of the necessary course of business (NCOB) exception to the prohibition...more
The Canadian Securities Administrators (CSA) are currently seeking public comment on proposed amendments and changes to the disclosure requirements for reporting issuers not listed on the TSX Venture Exchange or the Canadian...more
Davies Governance Insights analyzes the top trends and issues most important to Canadian public companies and provides practical guidance for boards to meet these challenges head on. In the 2020 edition of Davies...more
Davies Governance Insights analyzes the top trends and issues most important to Canadian public companies and provides practical guidance for boards to meet these challenges head on. ...more
Bien que les faits amusants qui suivent concernant le droit des valeurs mobilières ne soient peut-être pas de ceux que l’on serait impatient de raconter (ou d’entendre) lors d’un dîner (vous vous souvenez de ce genre...more
While these fun facts may not be the ones anyone would look forward to bringing up (or hearing) at a dinner party (remember those?), the following facts about securities law may include some you did not know (or remember)....more
1. Setting the Scene – Sources and Overview - 1.1. What are the main substantive ESG-related regulations? There are a variety of ESG-related regulations applicable to federally and provincially incorporated companies;...more
Since 2014, the Toronto Stock Exchange (TSX) has required listed issuers without a majority shareholder to implement a majority voting policy requiring each of its directors to be elected by a majority of the votes cast (50...more
These days, so much seems so long ago and far away. In February 2016, after researching the economic benefits of diverse boards of directors, I wrote an article, How The SEC Should Tackle Board Diversity. Inspired by Helen...more
March was once again a busy month this year for corporate and securities law developments, with the publishing of staff notices by the Toronto Stock Exchange (TSX), the Ontario Securities Commission (OSC) and Canadian...more
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
On October 19, 2017, the Toronto Stock Exchange (TSX) announced that it has adopted, and the Ontario Securities Commission has approved, the following amendments to the TSX Company Manual: (i) the introduction of website...more
On September 28, 2016, the Canadian Securities Administrators (CSA) published CSA Multilateral Staff Notice 58-308 – Staff Review of Women on Boards and in Executive Officer Positions – Compliance with NI 58-101 Disclosure of...more
Dual class share structures have been thrust back into the spotlight by a recent flurry of initial public offerings of subordinate voting shares, a proposed going private transaction of a dual class share company and...more
In recent years, emerging market issuers have faced greater scrutiny by Canadian regulators as a result of questions and concerns about issuers with significant business operations in emerging markets (emerging market...more
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