Matthew Merkley on Corporate Governance

Additional Diversity Disclosure Required of CBCA Corporations in 2020

Beginning January 1, 2020, distributing corporations (generally, public companies) governed by the Canada Business Corporations Act (CBCA) will be required to provide additional diversity disclosure in connection with their...more

7/12/2019 / Board of Directors , Business Corporation Act , Canada , CBCA , Corporate Governance , Shareholders

CBCA Amendments Codify Best Interests Considerations

The federal government’s omnibus budget implementation bill (Bill) received royal assent on June 21, 2019, the last sitting day of the House of Commons and Senate before breaking for the summer. Accordingly, certain...more

7/5/2019 / Board of Directors , Business Corporation Act , Canada , CBCA , Corporate Governance , Fiduciary Duty , Say-on-Pay , Shareholders

Broad Changes to CBCA Proposed: Directors’ Duties, Additional Disclosure and Annual Say-on-Pay

Significant amendments to the Canada Business Corporations Act (CBCA) proposed in the federal government’s omnibus budget implementation bill (Bill) would codify into statute some of the principles relating to directors’...more

4/12/2019 / Board of Directors , Business Corporation Act , Canada , CBCA , Corporate Governance , Fiduciary Duty , Say-on-Pay , Shareholders

2019 Proxy Advisory Firm Voting Guidelines: Canadian Highlights

In preparation for the upcoming proxy season, issuers should familiarize themselves with the Canadian proxy voting guidelines recently published by Institutional Shareholder Services Inc. (ISS) and Glass Lewis & Co. (Glass...more

2/12/2019 / Board of Directors , Canada , Corporate Governance , Diversity , Glass Lewis , Institutional Shareholder Services (ISS) , Proxy Advisory Firms , Shareholders

Women on Boards: Progress on Gender Diversity Still Slow, CSA Reports

The number of women on boards and in executive positions has risen compared to last year, but progress on gender diversity remains slow, the Canadian Securities Administrators (CSA) have found in their recently published CSA...more

10/10/2018 / Board of Directors , Canada , Canadian Securities Administration , Corporate Governance , Disclosure Requirements , Diversity

Director Independence Regime – Time for a Change?

The Canadian Securities Administrators (CSA) have received formal submissions (Submissions) on Consultation Paper 52-404 – Approach to Director and Audit Committee Member Independence (Consultation Paper) from 27...more

4/23/2018 / Board of Directors , Canada , Canadian Securities Administration , Corporate Governance , Directors , Shareholders

No Such Thing as March Break (2018) – Selected Corporate and Securities Law Developments

March was once again a busy month this year for corporate and securities law developments, with the publishing of staff notices by the Toronto Stock Exchange (TSX), the Ontario Securities Commission (OSC) and Canadian...more

4/13/2018 / Canada , Canadian Securities Administration , Corporate Governance , Ontario Securities Commission (OSC) , Toronto Stock Exchange

Are Directors Independent? It Depends: CSA Revisiting Regime

The Canadian Securities Administrators (CSA) have released CSA Consultation Paper 52-404 – Approach to Director and Audit Committee Member Independence (Consultation Paper) and are inviting comments on the current approach to...more

11/16/2017 / Board of Directors , Canada , Canadian Securities Administration , Corporate Governance , Directors , Independent Director

CSA Reports Another Small Step for Women; Still No Giant Leap for Humankind

The Canadian Securities Administrators (CSA) recently published CSA Multilateral Staff Notice 58-309 Staff Review of Women on Boards and in Executive Officer Positions – Compliance with NI 58-101 Disclosure of Corporate...more

11/1/2017 / Board of Directors , Canada , Canadian Securities Administration , Corporate Governance , Disclosure Requirements , Diversity , Ontario Securities Commission (OSC)

CSA Identifies Only a Small Step for Women; No Giant Leap for Humankind

On September 28, 2016, the Canadian Securities Administrators (CSA) published CSA Multilateral Staff Notice 58-308 – Staff Review of Women on Boards and in Executive Officer Positions – Compliance with NI 58-101 Disclosure of...more

10/6/2016 / Canada , Canadian Securities Administration , Corporate Governance , Disclosure Requirements , Diversity , Ontario Securities Commission (OSC)

Are Mandatory Gender Diversity Targets Coming for Public Companies in Ontario?

On June 7, 2016, the Ontario government announced that it has accepted all 11 recommendations set forth in Catalyst Canada’s report, Gender Diversity on Boards in Canada: Recommendations for Accelerating Progress (Report)....more

6/14/2016 / Board of Directors , Canada , Corporate Governance , Diversity

Multiple Voting Shares: Don’t Call it a Comeback

Dual class share structures have been thrust back into the spotlight by a recent flurry of initial public offerings of subordinate voting shares, a proposed going private transaction of a dual class share company and...more

9/3/2015 / Business Corporation Act , Canada , Canadian Securities Administration , Controlling Stockholders , Corporate Governance , Dual Class Share Structures , Minority Shareholders , Ontario Securities Commission (OSC) , Toronto Stock Exchange , Voting Shares

2015 Proxy Advisory Voting Guidelines: Proxy Season Highlights

In preparing for the upcoming proxy season, it is important for issuers to be familiar with the current Canadian proxy voting guidelines prepared by Institutional Shareholder Services Inc. (ISS) and Glass Lewis & Co. (Glass...more

2/2/2015 / Board of Directors , Canada , Corporate Governance , Corporate Officers , Glass Lewis , Institutional Shareholder Services (ISS) , Private Placements , Proxy Season , Proxy Voting Guidelines

Matthew Merkley

Blake, Cassels & Graydon LLP

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