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Canada Corporate Officers Corporate Governance

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Canadian Securities Administrators Publish Tenth Report Regarding Women on Boards and in Executive Officer Positions

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The Canadian Securities Administrators (CSA) recently published its 10th annual Review of Disclosure Regarding Women on Boards and in Executive Officer Positions (Year 10 Report) (the Review). The Review outlines the CSA's...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

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ISS and Glass Lewis Update 2024 Proxy Voting Guidelines

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Glass, Lewis & Co (Glass Lewis) and Institutional Shareholder Services (ISS) have each released updates to their Canadian proxy voting guidelines for the 2024 proxy season. The Glass Lewis updates apply to shareholder...more

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Special Committees: Frequently Asked Questions

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Special committees have evolved as a key corporate governance mechanism to assist boards of directors in discharging their fiduciary duties. Applicable securities laws mandate the use of special committees in connection with...more

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If It's Broke, Fix It: Amendments to the Alberta Business Corporations Act

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On March 28, 2023, the Alberta Government's Bill 10: Financial Statutes Amendment Act, 2023 (Bill 10) received Royal Assent. Bill 10 amends a number of key corporate statutes, including Alberta's Business Corporation Act, RSA...more

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Delaware Court Extends a Director's Duty of Oversight to Officers—What Could This Mean for Canadian Directors and Officers?

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In the United States, corporate directors owe, as a subset of their duty of loyalty, a duty to monitor and oversee the operations of the company, referred to as the "duty of oversight" in this blog. This duty is known as the...more

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Zombie Working Interest Partners: A Scary Trend In the Oil Patch

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While the popularity of zombies in film and popular culture has grown exponentially in the last decade, participants in the Western Canadian oil patch have increasingly been dealing with a different kind of zombie—"zombie...more

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Additional Changes to Alberta's Business Corporations Act Now in Effect

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The Alberta Government's Business Corporations Amendment Act, 2021 (formerly Bill 84), which we wrote on in our previous insight Additional Changes Coming to Alberta's Business Corporations Act, was proclaimed into force on...more

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Additional Changes Coming to Alberta's Business Corporations Act

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On December 2, 2021, the Alberta Government's Bill 84: Business Corporations Amendment Act, 2021 (Bill 84) received Royal Assent. The amendments to the Business Corporations Act (Alberta) (ABCA) contemplated by Bill 84 (which...more

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Ontario Announces New Beneficial Ownership Regime to Fight Illicit Financial Activities

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On November 4, 2021, Ontario’s 2021 Fall Economic Statement announced an intention to address tax evasion, money laundering and other illicit financial activities by amending Ontario’s Business Corporations Act to require...more

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Canadian Government Proposes New CBCA Standard for Electing Directors (Updated)

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The federal government has introduced proposed regulations that would, among other things, change the director election process for certain corporations established under the Canada Business Corporations Act (CBCA). The...more

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Government of Canada Publishes First Report on Diversity Disclosure

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On April 7, 2021, the Government of Canada published Diversity of Boards of Directors and Senior Management of Federal Distributing Corporations. The report is the first report on the effect of the government's efforts to...more

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Proposed Changes to the CBCA: Directors Duties and Disclosure Obligations

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On April 8, 2019, the Federal Government introduced Bill C-97, An Act to implement certain provisions of the budget tabled in Parliament on March 19, 2019 and other measures, which includes proposed changes to the Canada...more

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2019 ISS and Glass Lewis Updates to Canadian Proxy Voting Guidelines

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Institutional Shareholder Services ("ISS") and Glass, Lewis & Co ("Glass Lewis") have both released their updates to their respective Canadian proxy voting guidelines for the 2019 proxy season. The ISS updates apply to...more

Blake, Cassels & Graydon LLP

Issuers Apprehensive of OSC’s Proposed Whistleblower Program

The public comments on the Ontario Securities Commission (OSC)’s proposed whistleblower program (Program) evidence considerable concern that the Program could undermine issuers’ internal reporting and compliance programs,...more

Blake, Cassels & Graydon LLP

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

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