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Canada Shareholders Directors

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

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Redefining Corporate Disclosure of Material Change

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The Potential Impact of the Supreme Court of Canada's Decision in Lundin Mining Corporation v. Markowich - As the Supreme Court of Canada (the SCC) prepares to deliver its decision in Lundin Mining Corporation v Dov...more

Davies Ward Phillips & Vineberg LLP

In a Win for Shareholders, B.C. Securities Commission Provides Joint Actor Guidance for Proxy Contests

Important guidance on “acting jointly or in concert” in a proxy contest was provided by the British Columbia Securities Commission (Commission) in NorthWest Copper Corp. (December 22, 2023). The Commission declined to find a...more

Davies Ward Phillips & Vineberg LLP

Canadian Mergers & Acquisitions: A Guide for Investment Banks, Bidders and Boards, 10th edition

Davies’ Canadian Mergers & Acquisitions guide draws on our substantial cross-border M&A experience to offer guidance on both the legal framework and practical aspects of Canadian mergers and acquisitions, including critical...more

Bennett Jones LLP

Court Decision Highlights "Nominee" Director Issues

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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

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Additional Canada Business Corporation Act Regulations to Come Into Force August 31, 2022

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In 2021, the Government of Canada proposed regulations that would change the director election process for certain corporations established under the Canada Business Corporations Act (CBCA). For more information with respect...more

Dickinson Wright

Supreme Court Confirms Shareholders Cannot Sue Professional Advisors for Corporation’s Losses

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Just a few weeks ago, the Supreme Court of Canada released a decision which confirmed that shareholders cannot sue third parties such as accountants or lawyers for negligent advice that causes losses to the corporation they...more

Blake, Cassels & Graydon LLP

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

Bennett Jones LLP

Cybersecurity Obligations of Directors - Guidance from the United States Decisions

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Your organization will in all likelihood suffer a cyberattack. According to a recent study by Accenture, the average Canadian organization faces about 96 cyberattacks per year, nearly one third of which result in a security...more

Blake, Cassels & Graydon LLP

Oppression in the Context of a Closely-Held Corporation: SCC Weighs In

In Mennillo v. Intramodal inc., the first oppression remedy case to reach the Supreme Court of Canada (SCC) since BCE Inc. v. 1976 Debentureholders, the SCC provided clarity on how the oppression remedy operates within...more

Blake, Cassels & Graydon LLP

Nominee Directors: Rights and Responsibilities

It is common for shareholders of both public and private companies to nominate directors to sit on the companies’ boards on their behalf. This commonly occurs when an investor is an institution, when it has the contractual...more

Blake, Cassels & Graydon LLP

B.C. Court of Appeal Issues Important Guidance on Directors’ Disclosable Interests, Oppression Proceedings

The B.C. Court of Appeal last week released a wide-ranging decision on the availability of oppression proceedings under the B.C. Business Corporations Act (BCA), when interests of directors will be disclosable as a...more

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