Business Law Blog

Earlier this month, Tesla Inc.’s shareholders voted in favour of a re-domestication of the company from Delaware to Texas. The company announced that it had moved to Texas on the same day, meaning that is has ceased to be governed by Delaware corporate law and is now governed by Texas corporate law.^[1]

The proposed move was a reaction to the shareholder protections in ...

In a post one year ago aimed at situating the prevailing corporate governance trends for directors of Canadian companies, this blog noted that “there is a torrent of profoundly important issues facing society in our time, many of them amounting to real crises… [A]s pressures mount on corporations to react to external crises, directors of Canadian corporations must ...

Summary of the Article

• The Canadian Securities Administrators (the “CSA”) have published a notice and request for comment on proposed National Instrument 51-107 – Disclosure of Climate-related Matters (the “Proposed Instrument”) and its companion policy, which would establish mandatory climate-related disclosure requirements for reporting issuers in ...

In the fall of 2015, the well-known corporate lawyer Martin Lipton issued a paper entitled Will a New Paradigm for Corporate Governance Bring Peace to the Thirty Years’ War. Focused on what were then widespread concerns about corporate short-termism and, more particularly, the effect of activist hedge funds on long-term corporate value, this article was a prelude to Mr ...

Unprecedented. Have you heard that word a lot in the past 4-5 months? Not surprisingly, the word ‘unprecedented’ is the default word to describe society’s reaction to COVID-19, its effects on our healthcare systems, our behaviours, our compliance (or not) with government directives and guidelines, and the impact to our economy and economic well-being. This is, in ...

Changes to corporate law allowing the creation of a “benefit company”, a form of corporation whose business, in addition to aiming to generate profits, promotes one or more public benefits, will come into force in British Columbia on June 30, 2020. The legislation, discussed in our June 2019 blog post and the first of its kind in Canada, allows new benefit companies to be ...

The 50^th Earth Day has passed this year under the shadow of a global pandemic, where the immediacy of human health has eclipsed, for now, the focus on the long-term health of the planet and humanity’s place within it that had begun to preoccupy businesses and investors. From a corporate governance perspective, that is reasonable, as risks to short-term survival take ...

The emergence of COVID-19 and its sudden and significant impact on markets, businesses and the entire economy are uncharted waters for companies and their boards and managers. In the past two weeks in particular, businesses have had to rapidly address (i) personnel and customer health and safety; (ii) compliance with the health authority and other governmental ...

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 ...