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Canada Corporate Governance

Bennett Jones LLP

Ontario Superior Court Rules That Section 99 of the Ontario Business Corporations Act Does Not Confer

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In OneMove Capital Corporation v Dye & Durham Limited, 2024 ONSC 5114 (OneMove), Justice Penny of the Commercial List division of  the Ontario Superior Court concluded that shareholders may not submit a proposal under s. 99...more

Davies Ward Phillips & Vineberg LLP

Governance Insights: Nominee Directors – Fiduciary Obligations and the Limits of Information Sharing

The corporate life of a nominee director has been characterized as having the potential to be “neither happy nor long.” In this Governance Insights article, we discuss the fundamental fiduciary considerations that nominee...more

Bennett Jones LLP

Starting a Business in British Columbia: Key Steps and Considerations for Emerging Enterprises

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When starting a new business in British Columbia, there are several steps you will have to take to turn your business idea into a reality....more

Skadden, Arps, Slate, Meagher & Flom LLP

New Resource Extraction Payment Disclosures Due September 26, 2024

Securities and Exchange Commission (SEC) reporting companies with fiscal years ending December 31 that engage in the commercial development of oil, natural gas or minerals are required to file a Form SD with the SEC by...more

Stikeman Elliott LLP

CSA Propose Amendments Related to CSE’s Senior Tier, Majority Voting, Escrow Agreements and More

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The Canadian Securities Administrators (“CSA”) recently published for comment proposed amendments and changes to certain national instruments and policies to: (i) address the Canadian Securities Exchange’s (“CSE”) creation of...more

Stikeman Elliott LLP

Five Takeaways for Health and Social Service Providers Operating in Québec: the Act Respecting Health and Social Services...

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On July 1, 2024, most of the provisions of Québec’s Bill 3, An Act respecting health and social services and amending various legislative provisions took effect. Now known as the Act respecting health and social services...more

Dickinson Wright

Delaware Corporate Law to Follow Canadian Corporate Law

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Corporate lawyers in Canada tend to follow decisions of the Delaware Courts involving corporate governance and shareholder matters, as decisions of the Delaware Courts are often a bellwether as to how certain aspects of...more

Davies Ward Phillips & Vineberg LLP

Davies Comments on First Proposed Canadian Sustainability Disclosure Standards

Davies recently submitted a comment letter in response to public consultations initiated by the Canadian Sustainability Standards Board (CSSB) regarding their draft sustainability and climate disclosure standards, which aim...more

Davies Ward Phillips & Vineberg LLP

Governance Insights: Protecting Information to Protect Process – When is it Appropriate to Restrict a Director’s Access to Board...

When is a board of directors permitted to withhold information from one of its members? Although the Canadian corporate statutes generally grant directors a blanket right to inspect board and committee minutes, there is...more

Davies Ward Phillips & Vineberg LLP

Updated “Ineligibility and Suspension Policy”: Are You at Risk of Losing Your Right to Contract with the Canadian Government?

The new policy provides for increased flexibility in the assessment of a supplier’s conduct, but targets a much broader range of situations triggering ineligibility, Introduction - The Government of Canada recently updated...more

Davies Ward Phillips & Vineberg LLP

Bill S-285: A Canadian Contribution to the Stakeholder Governance Debate

Senator Julie Miville-Dechêne recently introduced the 21st-Century Business Act (Bill S-285), a Senate public bill that proposes substantive amendments to the Canada Business Corporations Act (CBCA). The legislative proposal...more

Bennett Jones LLP

TSX Venture Exchange Launches "Sandbox" Initiative for Novel Listing Proposals

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On May 13, 2024, the TSX Venture Exchange (TSXV) announced the launch of its "Sandbox" initiative that will aim to provide a formal and transparent forum for the TSXV to consider listing proposals from issuers that do not...more

Dorsey & Whitney LLP

SEC Staff Provides Welcome Guidance to Resource Extraction Issuers

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As discussed in our January 10, 2024 webinar, new SEC rules require resource extraction issuers that file reports with the SEC to file a Form SD within 270 days after each fiscal year end to report their payments to the U.S....more

Bennett Jones LLP

[Webinar] AI Insights: Foundations - April 23rd, 10:00 am - 1:00 pm MT

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Our goal is to cut through the hype and noise, while zeroing in on how AI and its evolving regulation will impact your business, your competitors and the markets in which you operate....more

Blake, Cassels & Graydon LLP

Normes d’information sur la durabilité : Nouveaux développements

Le 13 mars 2024, le Conseil canadien des normes d’information sur la durabilité (le « CCNID ») a lancé un processus de consultation au sujet de ses premières Normes canadiennes d’information sur la durabilité (« NCID »). Le...more

Bennett Jones LLP

Canadian Ombudsperson for Responsible Enterprise Publishes First Final Investigation Report

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On March 26, 2024, the Canadian Ombudsperson for Responsible Enterprise (CORE) published a final report on its investigation into allegations that a Canadian mining company, Dynasty Gold Corporation (Dynasty), operating in...more

Blake, Cassels & Graydon LLP

New Developments in the Sustainability Disclosure Landscape

On March 13, 2024, the Canadian Sustainability Standards Board (CSSB) initiated a consultation process on its first Canadian Sustainability Disclosure Standards (CSDS). The CSSB has developed for comment two exposure drafts...more

Bennett Jones LLP

Canadian Sustainability Standards Board Announces Proposed Sustainability Disclosure Standards

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On March 13, 2024, the Canadian Sustainability Standards Board (CSSB) released exposure drafts of its first two proposed Canadian Sustainability Disclosure Standards (Proposed Standards). The Proposed Standards are based on...more

Davies Ward Phillips & Vineberg LLP

Canadian Government to Enhance Scrutiny of Foreign Investments in the Interactive Digital Media Sector

The Canadian government recently issued two policy statements (IDM Statements) affirming that it will enhance its scrutiny under the Investment Canada Act (ICA) of foreign investments in the Canadian Interactive Digital Media...more

Stikeman Elliott LLP

CSA Update Guidance on Virtual Shareholder Meetings

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The Canadian Securities Administrators (“CSA”) provided initial guidance on virtual shareholder meetings in February 2022 to: (i) assist reporting issuers in fulfilling their obligations under securities legislation; and (ii)...more

Bennett Jones LLP

US Securities and Exchange Commission Releases Long-Anticipated Climate-Related Disclosure Rules

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On March 6, 2024, the Securities and Exchange Commission (SEC) released its widely anticipated climate-related disclosure rules (the Final Rules). The Final Rules require registrants to disclose certain climate-related...more

Bennett Jones LLP

OSC Provides Guidance on “Necessary Course of Business” Exception to Prohibition Against Tipping

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In a recent decision, Kraft (Re) (Kraft), the Ontario Capital Markets Tribunal (the Tribunal) articulated clear guidance with respect to the application of the necessary course of business (NCOB) exception to the prohibition...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Informed Board - Winter 2024

The oversight obligations of boards continue to expand. Recent enforcement actions and new laws in areas such as cybersecurity, artificial intelligence and supply chains create new challenges for boards, as we explain in this...more

Stikeman Elliott LLP

OSFI Releases Finalized Integrity and Security Guideline

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On January 31, 2024, OSFI released its finalized Integrity and Security Guideline (“Guideline”). The Guideline is a result of the extension of OSFI’s mandate, as of January 1, 2024, to include the oversight of integrity and...more

Stikeman Elliott LLP

Glass Lewis and ISS 2024 Canadian Benchmark Policy Guidelines and Updates

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Glass Lewis and Institutional Shareholder Services (“ISS”) recently published their Canadian benchmark policy guidelines and updates for the 2024 proxy season. Key updates focus on board accountability for climate-related...more

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