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Over the past several years, a debate has sometimes simmered, sometimes raged around the question of whether so-called “activist investors” are on the whole good for companies, their stakeholders and the economy as a whole. Underlying that debate - and the accusations that are inevitably hurled about short-termism, value extraction and board insulation - is a deeper ...

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The Ontario Securities Commission (the “OSC”) launched OSC Policy 15-601 – Whistleblower Program (the “Policy”) in July 2016, creating a “whistleblower” regime that seeks to encourage individuals and companies to report serious violations of securities laws or other securities-related misconduct to the OSC. The Policy, which was accompanied by ...

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Posted in Securities

Institutional Shareholder Services (“ISS”) has published its 2018 updates to its proxy voting guidelines for Canadian public companies. As it had indicated earlier this fall in the summary of its 2018 Global Policy Survey, ISS has implemented a gender diversity policy, to be phased in for certain issuers starting in the 2018 proxy season, and a revised ...

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Posted in Securities

The Toronto Stock Exchange (the "TSX") has recently adopted final amendments to Parts IV and VI of the TSX Company Manual, following an initial proposal in 2016, that provide for new website disclosure requirements for certain TSX listed issuers and additional disclosure requirements relating to security based compensation arrangements (the "Plans"). The TSX has also ...

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The Canadian Securities Administrators have issued a consultation paper[1] that, if it were to result in changes to relevant rules under securities law, could affect the composition of boards of directors and key committees of Canadian public companies. The Consultation Paper does not introduce any new rules, or even make any specific proposals for new rules. Rather, it ...

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The Canadian Securities Administrators (“CSA”) have released Staff Notice 58-309 (the “Staff Notice”) summarizing their third annual review of disclosure relating to gender diversity on boards and in executive officer positions. The review covers certain disclosure relating to gender diversity that is required for non-venture issuers under amendments to ...

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A recent paper by ICSA: The Governance Institute and the Investment Association, entitled The Stakeholder Voice in Board Decision Making, offers boards guidance on directors’ duties under U.K. law, focusing on the identification of and engagement with key stakeholders and consideration of stakeholders’ interests in board decision-making.

Boards of Canadian ...

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Corporate directors are typically charged by law, convention and societal expectations to bring effective supervision and management to the affairs of the enterprise. The ultimate goal is for management to be able to focus on running the business and getting things done, with all required Board decisions, guidance and directives in hand. 

Productive director time is ...

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Posted in Tax

The 2017 Federal Budget (the “Budget”) was released March 22nd, 2017 (“Budget Day”). Highlights include:

Upcoming Review of Private Corporate Tax Planning

 The Budget announced that the federal government will be looking into:

  1. Income sprinkling using private corporations: The Budget states that this strategy can reduce income taxes by causing income that ...
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Posted in Tax

Business

Corporate Tax Rate

The small business corporate income tax rate will be reduced from 2.5% to 2% effective April 1, 2017. This means that the combined Federal and Provincial tax rate for small business income, up to $500,000 per year, will be 12.5% in British Columbia (subject, of course, to any changes coming in the Federal Budget).

The Government projects this ...

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Lawson Lundell's Business Law Blog covers a wide range of topics relevant to businesses of all sorts, including corporate governance, corporate commercial law, corporate finance and securities, mergers and acquisitions, procurement, private equity and venture capital, intellectual property, and business taxation. Please also see our litigation, project law, China law, and real estate law blogs. 

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