• Posts by Gillian Muirhead

    Gillian has a broad corporate and securities law practice, focusing on mergers and acquisitions and corporate finance. Gillian advises clients on a variety of domestic and international transactions, including public and ...

The Canadian Securities Administrators (“CSA”) recently announced amendments to National Instrument 45-106 – Prospectus Exemptions introducing a new prospectus exemption that is expected to take effect on November 21, 2022 (the “Listed Issuer Exemption”).

Listed issuers that qualify for the Listed Issuer Exemption will be able to distribute freely ...


Amendments to the Canada Business Corporations Act (the “CBCA”) relating to the election of directors and shareholder proposals will come into force on August 31, 2022 (the “Amendments”).

Election of Directors

The Amendments require distributing corporations (which, generally speaking, are public companies governed by the CBCA) to comply with the following ...


Beginning in 2020, in response to the enduring challenges of the COVID-19 pandemic, many reporting issuers pivoted from in-person shareholder meetings to virtual shareholder meetings. Virtual meetings are either held entirely virtually or rely on a “hybrid” model allowing for both virtual and in-person participation.

In light of recent corporate law amendments ...


For over a decade, Canadian securities regulators have been concerned about the significant variance in disclosure practices surrounding non-GAAP financial measures and the potential to mislead investors. To address these concerns, on August 25, 2021, National Instrument 52-112 – Non-GAAP and Other Financial Measures Disclosure (“NI 52-112”) and its ...


Every year, reporting issuers are faced with the task of tailoring the disclosure for their annual general meeting to an ever-evolving list of changes in corporate and securities laws, updates to stock exchange rules, new guidance from proxy advisors and regulators and developing corporate governance trends.

This checklist and overview of certain matters relevant to ...

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 ...

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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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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