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New Due Diligence Guidance for Responsible Business Conduct

February 7, 2017

After several months of consultation and deliberations, the Organisation for Economic Co-operation and Development (OECD) rendered public a revised draft Guidance on Due Diligence for Responsible Business Conduct (RBC Guide). Comments on the draft may be provided to the OECD by February 9, 2017. Draft revisions will be carried out over the next few months with the proposed adoption of…

CSA Publishes Final Proxy Voting and Meeting Vote Reconciliation Protocols

February 6, 2017

The Canadian Securities Administrators (CSA) recently published the final form of CSA Staff Notice 54-305 Meeting Vote Reconciliation Protocols (Final Protocols) for enhancing the procedures involved in the tabulation of proxy votes for shares held through intermediaries.  BACKGROUND The CSA first published for comment proposed protocols (Proposed Protocols) on March 31, 2016 as part of CSA Multilateral Staff Notice 54-304 Final…

ICC Looks to Streamline Arbitrations with Amended Rules

February 2, 2017

The International Chamber of Commerce (ICC) is streamlining its arbitration process to reduce the length and cost of arbitrations and has released amendments to its Rules of Arbitration (ICC Rules), which will come into force on March 1, 2017. Among the most notable changes is a new expedited procedure for resolving disputes in which the amount claimed is less than…

Risky Business: B.C. Court of Appeal Lets Action About Foreign Operations Proceed in Canada

February 1, 2017

On January 26, 2017, the B.C. Court of Appeal’s (Court) decision in Garcia v. Tahoe Resources Inc. (Garcia) challenged the premise that claims will be dealt with where they occur. The decision will be a factor in future cases where defendants argue that claims against them for overseas events should be stayed in favour of foreign jurisdictions, especially where there…

2017 Proxy Advisory Firm Voting Guidelines: Canadian Highlights

January 31, 2017

As an early step in preparing for the upcoming proxy season, issuers should familiarize themselves with the Canadian proxy voting guidelines recently published by Institutional Shareholder Services Inc. (ISS) and Glass Lewis & Co. (Glass Lewis). This bulletin addresses certain of the updated topics covered by the ISS benchmark policy recommendations and Glass Lewis proxy guidelines regarding issuers listed on…

Proposed Regulations for Revised CBCA Provide Structure to Changes Proposed in Bill C-25

January 30, 2017

With the recent release of proposed regulations (Regulations), the Government of Canada has put some meat on the bones of the proposed changes to the Canada Business Corporations Act (CBCA) that were contained in Bill C-25 (Bill), which was released in the fall of 2016. In large measure, the Regulations continue the trend seen in the Bill of aligning the…

Corporate Veil Preserved: Court Dismisses Action Against Canadian Subsidiary in Chevron Case

January 27, 2017

On January 20, 2017, in Yaiguaje v. Chevron Corporation, the Ontario Superior Court of Justice (Commercial List) (Court) dismissed the plaintiffs’ action to execute against the shares and assets of Chevron Canada Limited (Chevron Canada) in satisfaction of a judgment of a foreign court. In doing so, the Court reaffirmed principles of corporate separateness and confirmed the high threshold that…

Canadian Regulators Finalize Mandatory OTC Derivatives Clearing Rules

January 26, 2017

On January 19, 2017, the Canadian Securities Administrators (CSA) published National Instrument 94-101 – Mandatory Central Counterparty Clearing of Derivatives and Companion Policy 94-101 (collectively, the Clearing Rule). Under the Clearing Rule, certain over-the-counter (OTC) derivatives entered into by Canadian local counterparties must be submitted for clearing to a recognized or exempt clearing agency (Clearing Agency). The clearing mandate will…

Blockchain: Things to Consider Before the Securities Industry Leaves the Sandbox

January 26, 2017

There have been many articles, papers, books, seminars, roundtables and conferences around the potential for blockchain and distributed ledger technology (DLT), and announcing trials or tests of new applications for blockchain technologies, especially in the financial services industry. Regulators, recognizing the potential for these applications (as one put it in a metaphor from an older revolutionary technology) to pick up…

CSA Reports on Cybersecurity Disclosure Review

January 24, 2017

On January 19, 2017, the Canadian Securities Administrators (CSA) published Staff Notice 51-347 Disclosure of cyber security risks and incidents (Staff Notice), which reports on their broad-ranging review of the filings of the 240 constituent issuers in the S&P/TSX Composite Index concerning their disclosure of cybersecurity issues. The review focused on how cybersecurity issues have been addressed in risk factor…

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