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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 ...

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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 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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On September 14, 2016, Alberta’s securities regulator published for comment proposed amendments to National Instrument 58-101 Disclosure of Corporate Governance Practices (NI 58-101) and Form 58-101F1 Corporate Governance Disclosure. These changes include new “comply or explain” reporting rules requiring companies to disclose the following in their proxy ...

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On March 25, 2015, Minister of Finance Michael de Jong introduced Bill 24, the Societies Act, in the British Columbia Legislature. The Bill, which received Royal Assent on May 14, 2015, substantially reforms the current not-for-profit legislative regime. It repeals and replaces the existing Society Act, which governed over 27,000 not-for-profit legal entities in ...

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Gender diversity on corporate boards is a hot issue in Canada.  A recent report by TD Economics showed the extent of the disparity between Canada and other developed economies.  Women represent only 11% of board members for companies in the S&P/TSX Composite Index, with 43% of boards being all-male and 28% having just one female board member.  The report concluded that, 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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