Sunday Book Review: April 27, 2025, The Books on Business for May Edition
Daily Compliance News: April 24, 2025, The Made in Malaysia Edition
10 For 10: Top Compliance Stories For the Week Ending March 15, 2025
Wolf Greenfield’s New Shareholders
Navigating Disputes Within Your Health Care Practice
When a co-shareholder purchases the debt obligations of the company without partners' knowledge
What happens when a majority owner makes a bad-faith capital call?
JONES DAY TALKS®: Five Pillars of Series A Shareholder Rights: A Discussion for VC Investors
“Monsters, Inc.” y el buen gobierno corporativo
Marketing Minute Video with NP Strategy: Mastering Stakeholder Engagement
Conflictos de interés en Colombia, nueva regulación
Announcing Troutman Pepper's New Payments Pros Podcast! - The Consumer Finance Podcast
The Fundamentals of Shareholder Litigation
How ESG and Election Law Intersect: Putting the ‘S’ in ESG
Taking the Pulse, A Health Care and Life Sciences Video Podcast | Episode 143: Paul Sheils, CEO, Fluent
Podcast: The Legal Battle Over Mifepristone - Diagnosing Health Care
The Informed Board Podcast | How the SEC Is Making it Harder To Exclude Shareholder Proposals and What This Means for ESG This Proxy Season
The Informed Board Podcast | Pass-Through Voting: Empowering Shareholders or Increasing the Influence of Proxy Advisors?
Morgan Horvitz of Galloway on gaining attorney engagement in key marketing and BD programs - Passle's CMO Series Podcast
Podcast: Direct Access Laboratory Testing: Navigating the Regulatory Landscape – Diagnosing Health Care
Institutional Shareholder Services (“ISS”) and Glass Lewis have published their Canadian benchmark policy guidelines for the 2025 proxy season. Key updates focus on the board’s oversight of artificial intelligence (“AI”),...more
The latest edition of Davies’ Governance Insights is now available. In this issue, we review 10 developments that general counsel and directors of Canadian public companies, and their investors, should know for 2025 and...more
In Yinghe Investment (Canada) Ltd. v CCM Investment Group Ltd., 2024 BCCA 285 (CCM Investment), the BC Court of Appeal upheld the chambers judge’s decision, ruling that: (1) an annual general meeting (AGM) and subsequent...more
In preparation for the upcoming 2025 proxy season, issuers should familiarize themselves with the updated Canadian proxy voting guidelines recently published by Institutional Shareholder Services Inc. (ISS) and Glass, Lewis &...more
Institutional Shareholder Services (ISS) has released updates to its Canadian proxy voting guidelines for the 2025 proxy season. The ISS updates are effective for shareholder meetings occurring on or after February 1, 2025....more
The Ontario Superior Court has held that claims made insurance policies issued to directors and officers upon a company filing for protection under the Companies' Creditors Arrangement Act, RSC 1985, c C-36 (the CCAA) could...more
The Canadian Securities Administrators (CSA) recently published its 10th annual Review of Disclosure Regarding Women on Boards and in Executive Officer Positions (Year 10 Report) (the Review). The Review outlines the CSA's...more
In OneMove Capital Corporation v Dye & Durham Limited, 2024 ONSC 5114 (OneMove), Justice Penny of the Commercial List division of the Ontario Superior Court concluded that shareholders may not submit a proposal under s. 99...more
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
Corporate lawyers in Canada tend to follow decisions of the Delaware Courts involving corporate governance and shareholder matters, as decisions of the Delaware Courts are often a bellwether as to how certain aspects of...more
Senator Julie Miville-Dechêne recently introduced the 21st-Century Business Act (Bill S-285), a Senate public bill that proposes substantive amendments to the Canada Business Corporations Act (CBCA). The legislative proposal...more
On May 13, 2024, the TSX Venture Exchange (TSXV) announced the launch of its "Sandbox" initiative that will aim to provide a formal and transparent forum for the TSXV to consider listing proposals from issuers that do not...more
Bennett Jones welcomed the opportunity to present a practical, opportunity and risk focused approach to the governance of Artificial Intelligence (AI) at the board level to the Institute of Corporate Directors. While AI is...more
On March 11, 2024, the Ontario Capital Markets Tribunal (Tribunal) released its reasons for dismissing Mithaq Capital Inc.'s (Mithaq) application on December 14, 2023, to cease trade a private placement that Aimia Inc....more
The oversight obligations of boards continue to expand. Recent enforcement actions and new laws in areas such as cybersecurity, artificial intelligence and supply chains create new challenges for boards, as we explain in this...more
Dans sa décision récemment rendue dans l’affaire NorthWest Copper Corp. (l’« affaire NorthWest Copper »), la Commission des valeurs mobilières de la Colombie-Britannique (la « Commission ») a rejeté une demande de NorthWest...more
In its recent decision in NorthWest Copper Corp., 2022 BCSECCOM 602 (NorthWest Copper), the British Columbia Securities Commission (Commission) dismissed an application by NorthWest Copper Corp. (NWST or the Company) alleging...more
Special committees have evolved as a key corporate governance mechanism to assist boards of directors in discharging their fiduciary duties. Applicable securities laws mandate the use of special committees in connection with...more
It has long been established that where the circumstances in which funds are advanced by a shareholder to the company in which they own shares is unclear, the court must consider the "surrounding circumstances" when...more
Separate corporate personality is not a loophole or technicality, but is an essential principle of corporate law, the Alberta Court of Appeal recently reiterated in Condominium Corporation No. 0828219 v Carrington Holdings...more
Supposons que vous êtes un vendeur constitué en société fermée et que vous cherchez à vous retirer des affaires après avoir fait croître la valeur de votre entreprise pendant des années. Le processus de vente se déroule bien...more
You are a private company seller looking to exit your business after years of building up value. Your sale process is going well, and you have identified a preferred buyer that wants to pay a premium for your company. The...more
A Q&A guide to the use of shareholder activism in Canada. The Q&A gives a high-level overview of the use and goals of shareholder activism, the regulation of shareholder activism, and the strategies and tools used by...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