Canada, Shareholder Litigation, Corporate Officers

Delaware Court Affirms High Threshold for Breach of Directors' Caremark Duties

Bennett Jones LLP on 7/31/2024

In a recent case, Bricklayers Pension Fund of Western Pennsylvania (derivatively on behalf of Centene Corporation) v Brinkley (Centene), Delaware's Court of Chancery dismissed “Caremark duty claims”—named after the 1996 case...more

Delaware Courts Confirm High Standard for Breach of Oversight Duty Applies Equally to Officers and Directors

Bennett Jones LLP on 3/13/2024

In the United States, corporate directors and, as confirmed by the Delaware Court in McDonald’s Corp. Stockholder Derivative Litigation (McDonald), corporate officers owe, as a subset of their duty of loyalty, a duty to...more

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

Bennett Jones LLP on 4/14/2023

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

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

Bennett Jones LLP on 3/13/2023

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

Court Decision Highlights "Nominee" Director Issues

Bennett Jones LLP on 9/22/2022

Key Highlights - - Centerra Judge found the breaches of fiduciary duties the most egregious he had ever seen. - Nominee director principles in Centerra are relevant to directors of corporations governed by the Canada...more

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

Bennett Jones LLP on 5/5/2021

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