Business Law Blog

Every year, reporting issuers are faced with the task of tailoring the disclosure for their annual general meeting to an ever-evolving list of changes in corporate and securities laws, updates to stock exchange rules, new guidance from proxy advisors and regulators and developing corporate governance trends.

This checklist and overview of certain matters relevant to ...

The Canadian Securities Administrators (CSA) have published a Staff Notice setting out the results of their fifth annual review of representation of women on boards and in executive positions. The annual review is based on disclosure required by certain reporting issuers under changes to National Instrument 58-101 - Disclosure of Corporate Governance Practices (NI ...

The Business Roundtable, a voice for a significant number of major corporations in the United States, has issued a statement that reverses the “primacy” it formerly afforded to shareholders and endorses a commitment to corporate purpose. Shortly after the release of the statement, the Council of Institutional Investors, another major voice for market ...

Over the past decade, a new corporate form, the “benefit corporation”, has become increasingly available and increasingly popular across the United States.[1] A benefit corporation is a special form of corporation that, in addition to aiming to generate profits by operating a business, promotes one or more public benefits that are identified in its constating ...

On the heels of federal amendments to the Canada Business Corporation Act discussed in our previous blog post (the “CBCA Amendments”) and British Columbia’s 2017 commitment to adopt safeguards to prevent the misuse of corporate entities for tax evasion and other criminal purposes, such as money laundering, corruption and the financing of terrorist ...

As described in our recent blog post, the 2019 federal budget includes proposed changes to the Canada Business Corporations Act (the “CBCA”) that appear intended to clarify the nature of the fiduciary duty of directors and officers. The amendments include a new subsection that sets out a non-exhaustive list of interests that directors and officers may consider in ...

The federal government’s 2019 budget confirms and expands its focus on corporate governance that appeared in Bill C-25’s legislative push for diversity in corporate leadership last year. Bill C-25, which proposed changes to diversity disclosure requirements under the Canada Business Corporations Act (the “CBCA”), is discussed in our May 2018 blog post. Bill ...

In a surprising recent decision with potential implications for public M&A transactions in Canada, the Supreme Court of Yukon determined that the “fair value” of the shares of InterOil Corporation (“Interoil”) acquired by Exxon Canada Holdings ULC (“Exxon”) in 2017 was significantly higher than the negotiated deal price.

The Acquisition of Interoil

The ...

Every year, reporting issuers are faced with the task of tailoring the disclosure for their annual meeting to an ever-evolving list of changes in securities laws, updates to stock exchanges rules, new guidance from proxy advisors, and developing corporate governance trends.

The checklist and overview of certain matters relevant to the 2019 proxy season that follows is ...

It was almost half a century ago that Milton Friedman pronounced, in a famous article in the New York Times Magazine, that a corporate executive is an agent of the shareholders, that “his primary responsibility is to them,” and that therefore “there is one and only one social responsibility of business - to use its resources and engage in activities designed to increase ...