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Dickinson Wright

Delaware Corporate Law to Follow Canadian Corporate Law

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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

Davies Ward Phillips & Vineberg LLP

Bill S-285: A Canadian Contribution to the Stakeholder Governance Debate

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

Bennett Jones LLP

TSX Venture Exchange Launches "Sandbox" Initiative for Novel Listing Proposals

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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

Blake, Cassels & Graydon LLP

Essor des F&A par transformation en société fermée

Sur le marché canadien, les opérations de transformation en société fermée surpassent depuis quelque temps les premiers appels publics à l’épargne. En 2023 seulement, la capitalisation boursière des sociétés ouvertes «...more

Blake, Cassels & Graydon LLP

M&A Take-Privates on a Roll

The Canadian market has seen take-private transactions outpace initial public offerings recently, with public companies having an aggregate market capitalization of approximately C$12.5 billion “going private” in 2023 alone....more

Procopio, Cory, Hargreaves & Savitch LLP

An Alternative Listing Strategy for U.S. and Canadian Capital Markets

U.S. emerging growth companies face many challenges in today’s dynamic capital market when considering going public. One historic obstacle has been the limited number of national exchanges available, with companies usually...more

Bennett Jones LLP

Navigating the Legal Landscape of AI

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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

Bennett Jones LLP

Capital Markets Tribunal Keeps High Bar to Establish Improper Defensive Private Placement

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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

Stikeman Elliott LLP

CSA Update Guidance on Virtual Shareholder Meetings

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The Canadian Securities Administrators (“CSA”) provided initial guidance on virtual shareholder meetings in February 2022 to: (i) assist reporting issuers in fulfilling their obligations under securities legislation; and (ii)...more

Dickinson Wright

Dissent Rights and Shareholder Agreements – New Ruling Provides Guidance

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Dissent rights, entrenched in most provincial corporate statutes, grant shareholders the power to contest significant corporate changes and compel the corporation to repurchase their shares at a fair market value. Central to...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Informed Board - Winter 2024

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

Stikeman Elliott LLP

BCSC Provides New Guidance on “Acting Jointly or in Concert” for Proxy Contests

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In its recent decision in NorthWest Copper Corp., 2023 BCSECCOM 602, the British Columbia Securities Commission (“BCSC”) provided new guidance on the interpretation of “acting jointly or in concert” in the context of a proxy...more

Cozen O'Connor

BCSC Guidance on Joint Actors in Proxy Contests and Early Warning Disclosure Requirements

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On December 22, 2023, the British Columbia Securities Commission (the BCSC) rendered a decision in NorthWest Copper Corp. (Re) clarifying when parties are considered to be “acting jointly or in concert” and the appropriate...more

Blake, Cassels & Graydon LLP

NorthWest Copper : la Commission des valeurs mobilières de la C.‑B. favorise la circulation de l’information entre les...

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

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

Blake, Cassels & Graydon LLP

NorthWest Copper: B.C. Securities Commission Decision Favours Free Flow of Information Among Shareholders

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

Stikeman Elliott LLP

CBCA Corporations to Begin Submitting Transparency Registers to the Government: Public Access to Follow

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Canada’s federal beneficial ownership transparency requirements are changing again. Beginning January 22, 2024, federal corporations will be required to provide certain information from their registers of individuals with...more

Dickinson Wright

New Filing Requirements for Canadian Federal Corporations

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Effective January 22, 2024, all federally incorporated companies must file information on “individuals with significant control” (“ISC”) pursuant to new requirements under the Canada Business Corporation Act (the “CBCA”)....more

Stikeman Elliott LLP

ISS Governance Announces Proposed Benchmark Policy Changes for 2024

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On November 21, 2023, Institutional Shareholder Services (“ISS”) Governance announced proposed changes to its benchmark voting policy for 2024 (the “Proposed Changes”). To ensure that a broad range of perspectives is...more

Smart & Biggar

PMPRB publishes scoping paper for consultation on guidelines, and invites stakeholder feedback

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As we have previously reported, the Patented Medicine Prices Review Board (PMPRB) announced that it will launch the first phase of consultations on new guidelines. On November 10, 2023, the PMPRB published its Scoping Paper...more

Bennett Jones LLP

Special Committees: Frequently Asked Questions

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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

Davies Ward Phillips & Vineberg LLP

GOVERNANCE INSIGHTS 2023 - As the Pandemic Abates, Activists Advance: Shareholder Activism Rebounds in Canada

Canadian shareholder activism continued its post-pandemic resurgence into the first half of 2023. Emerging trends include the “activist swarm,” where multiple—yet uncoordinated—activists converge on a single target with...more

Bennett Jones LLP

Broer v. Multiguide GmbH—Is the Subsequent Conduct of the Parties More Relevant Than You Think in the Context of Shareholder Loans...

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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

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

Separate Corporate Personality Remains Alive and Well in Alberta

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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

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