Category: Corporate Governance

B.C. Court of Appeal Issues Important Guidance on Directors’ Disclosable Interests, Oppression Proceedings

May 11, 2016

The B.C. Court of Appeal last week released a wide-ranging decision on the availability of oppression proceedings under the B.C. Business Corporations Act (BCA), when interests of directors will be disclosable as a consequence of acquisition and reorganization, and the reasonable expectations of shareholders considering takeover bids. The decision has significant implications for corporate governance and securities litigation, especially how…

2016 Proxy Advisory Firm Voting Guidelines: Canadian Highlights

January 6, 2016

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 briefly addresses certain of the updated topics covered by the ISS benchmark policy recommendations and Glass Lewis proxy guidelines with respect to…

Cybersecurity Risks: Directors and Officers Should Stop, Collaborate and Listen

October 19, 2015

The risks associated with cyber-attacks and data breaches are growing in Canada and internationally and the costs associated with an organization preventing, detecting, responding to and recovering from such an incident can be considerable. The Ponemon Institute’s May 2015 “2015 Cost of Data Breach Study: Canada”, its inaugural report on actual data breaches of Canadian companies, found the average cost…

Check the Cooperative System’s Regulation of Prospectus Offerings and Continuous Disclosure: Like It So Far?

October 15, 2015

The revised consultation draft of the uniform provincial and territorial Capital Markets Act (CMA) and draft initial regulations under the CMA (Initial Regulations and, together with the CMA, the Consultation Drafts) have been published by the regulatory authority (Authority) under the proposed Cooperative Capital Markets Regulatory System (Cooperative System) and are open for comment until December 23, 2015. The Consultation…

Director Term Limits Not Common

October 9, 2015

On September 28, 2015, the Canadian Securities Administrators (CSA) released a staff notice summarizing the findings from its review of the corporate governance disclosure of non-venture issuers related to policies regarding director term limits and other mechanisms for board renewal. The review relates to the amendments to National Instrument 58-101– Disclosure of Corporate Governance Practices and Form 58-101F1 Corporate Governance…

Multiple Voting Shares: Don’t Call it a Comeback

September 2, 2015

  Dual class share structures have been thrust back into the spotlight by a recent flurry of initial public offerings of subordinate voting shares, a proposed going private transaction of a dual class share company and shareholder approval of amendments to an issuer’s multiple voting share terms.   However, multiple voting shares have been a fixture of the Canadian financial…

Cross-Listed Canadian Issuers May Face Clawback Requirements

August 20, 2015

SEC PROPOSES MANDATORY CLAWBACKS Last month, the U. S. Securities and Exchange Commission (SEC) proposed rules (Proposal) directing U.S. securities exchanges and associations to require companies to adopt clawback policies that would mandate executive officers to repay erroneously awarded incentive-based compensation. The Proposal reflects implementation of provisions of the The Dodd-Frank Wall Street Reform and Consumer Protection Act.   This…

Broad Changes to Ontario Corporate Law Recommended

August 4, 2015

  A panel of legal practitioners and academics appointed by Ontario’s Ministry of Government and Consumer Services (Panel) has recommended potential updates and revisions to a number of corporate and commercial Ontario statutes in a June 2015 report entitled Business Law Agenda (Report).   The Report considers 19 different corporate and commercial Ontario statutes, including the Business Corporations Act (Ontario)…

Commenters Don’t Hold Back: Responses to Civil Liability and Enforcement Provisions of Draft Cooperative Capital Markets Legislation

April 6, 2015

INTRODUCTION   The consultation drafts of the proposed uniform provincial capital markets legislation, Provincial Capital Markets Act (PCMA), and federal capital markets legislation, Capital Markets Stability Act (CMSA), (Consultation Drafts) propose new, and in some instances unprecedented, civil liability and regulatory and criminal enforcement provisions which, if enacted, will have important implications for capital markets participants.   The PCMA and…

Too Many Changes, More Consultation Required: Comments on Proposed Cooperative Capital Markets Legislation

April 2, 2015

Comments on the consultation drafts of the uniform provincial capital markets legislation, Provincial Capital Markets Act (PCMA), and new federal capital markets legislation, Capital Markets Stability Act (CMSA), (Consultation Drafts) by capital markets stakeholders suggest that additional “robust” consultation is required for the PCMA and CMSA, particularly given the significant changes to securities and capital markets laws that such proposed…