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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 ...

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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 ...

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The Canadian Trade-marks Act will undergo substantial changes, many due to take effect on June 17 of this year. These changes will have a significant impact on the Canadian trademarks system. If your business currently owns a registered trademark, or is planning to register one soon, it is vital to learn about these changes. Below are four things to consider now in advance of ...

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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 ...

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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 ...

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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 ...

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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 ...

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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 ...

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Thresholds for notification of mergers under Canada’s Competition Act and the review of foreign investments under the Investment Canada Act have increased for 2019.

Competition Act

Under the Competition Act, the pre-merger notification “transaction-size” threshold for 2019 is now C$96 million, an increase from the 2018 threshold of C$92 million.

Transactions ...

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Posted in Commercial

Corporations governed by the Canada Business Corporations Act (the “CBCA”) will be required to maintain a securities register of all individuals with “significant control” over the corporation pursuant to new legislation coming into force on June 13, 2019. The Budget Implementation Act, 2018, No. 2 (Bill C-86) introduces amendments to the CBCA (the “CBCA ...

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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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