Business Law Blog

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 ...

Changes are coming to the Alberta Business Corporations Act (the "Act"). On December 2, 2021 the Government of Alberta's Bill 84: Business Corporations Amendment Act, 2021 ("Bill 84") received Royal Assent. Bill 84 will come into force on proclamation, expected to be some time after the accompanying regulations have been developed.

Overall, these amendments aim to bring ...

Most taxation is concerned with raising revenue for government expenditure in the short term (typically within a year or so of the taxable event). A well-designed modern tax will also typically involve a withholding mechanism: think, for example, of payroll withholding on wages or the charge / input tax credit system in a typical VAT, such as Canada’s GST. The Digital ...

Summary of the Article

• The Canadian Securities Administrators (the “CSA”) have published a notice and request for comment on proposed National Instrument 51-107 – Disclosure of Climate-related Matters (the “Proposed Instrument”) and its companion policy, which would establish mandatory climate-related disclosure requirements for reporting issuers in ...

In the recent case of Canada v. Canada North Group Inc.,^[1] a 5-4 majority of the Supreme Court of Canada confirmed that supervising courts under the Companies Creditors' Arrangement Act (the "CCAA") have the discretion to grant restructuring charges (“Priming Charges”) priority over statutory deemed trusts (“Deemed Trusts”) in favour of the Crown.

The ...

Virtual shareholder meetings have become ubiquitous for both public and private companies since the onset of the COVID-19 pandemic. Canadian securities regulators, stock exchanges and federal and provincial governments quickly responded to accommodate electronic meetings where it was otherwise not permitted. In British Columbia, Ministerial Order No. M116 was ...

Amendments to National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (“NI 31-103”) and the new requirements under Client Focused Reforms (“CFRs”)

The Canadian Securities Administrators (“CSA”) have amended NI 31-103 to introduce new registrant conduct requirements, with the stated objective of better ...

In the fall of 2015, the well-known corporate lawyer Martin Lipton issued a paper entitled Will a New Paradigm for Corporate Governance Bring Peace to the Thirty Years’ War. Focused on what were then widespread concerns about corporate short-termism and, more particularly, the effect of activist hedge funds on long-term corporate value, this article was a prelude to Mr ...