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    Chat has a broad, transactional-based practice involving all aspects of corporate and securities law, with particular focus on mergers and acquisitions, corporate governance, private equity, and corporate finance. Chat ...

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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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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Posted in Securities

The Canadian Securities Administrators (the “CSA”) have released a CSA notice and request for comment on proposed National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure (the “Proposed Instrument”). The Proposed Instrument prescribes disclosure requirements for non-GAAP and other financial measures and, if adopted, will replace the ...

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Posted in Securities

In our recent blog post discussing the publication of the Canadian Securities Administrators’ latest continuous disclosure compliance review, available here, we noted that the regulators remain concerned with some reporting issuers’ use of social media, particularly as a medium to disclose material information. On August 7, at 9:48 AM, Elon Musk, the Chair and CEO ...

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In October 2017, the Canadian Securities Administrators (the “CSA”) issued a consultation paper to facilitate a discussion about the appropriateness of the current definition of “independence” for directors and audit committee members of reporting issuers. On July 26, 2018, the CSA published Staff Notice 52-330 (the “Staff Notice”) confirming, in light ...

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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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