Business Law Blog

The emergence of COVID-19 and its sudden and significant impact on markets, businesses and the entire economy are uncharted waters for companies and their boards and managers. In the past two weeks in particular, businesses have had to rapidly address (i) personnel and customer health and safety; (ii) compliance with the health authority and other governmental ...

The Business Roundtable, a voice for a significant number of major corporations in the United States, has issued a statement that reverses the “primacy” it formerly afforded to shareholders and endorses a commitment to corporate purpose. Shortly after the release of the statement, the Council of Institutional Investors, another major voice for market ...

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 ...

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 ...

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 ...

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 ...

In May, 2018, we published a blog post on amendments to the Canada Business Corporations Act relating to diversity of boards and senior management. In keeping with its continued focus on gender diversity in corporate Canada, on September 27, 2018, the Canadian Securities Administrators (CSA) published CSA Multilateral Staff Notice 58-310 outlining key trends from a ...

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 ...

After a long journey through the legislative process, Bill C-25, which amends the Canada Business Corporations Act (CBCA), together with the Canada Cooperatives Act and the Canada Not-for-profit Corporations Act, received Royal Assent on May 1, 2018. The amendments to the CBCA, once in force, will affect federally incorporated companies in three main areas: director ...

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 ...