Searching Content indexed under Directors and Officers by McMillan LLP ordered by Published Date Descending.
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New Requirements For CBCA Corporations: June 2019 Amendments
The federal government has passed Bill C-97, which amends the Canada Business Corporations Act ("CBCA"). The Bill received Royal Assent on June 21, 2019.
17 Jul 2019
CSA Consider Reforms To Determining Director And Audit Committee Member Independence
The CSA released CSA Consultation Paper 52-404 on October 26, 2017 seeking comments with respect to the current definition of independence as it pertains to director and audit committee...
23 Nov 2017
Director Liability For Employee Remuneration: Significant Changes Likely In Store In Ontario
All employers operating in Ontario will want to pay close attention to a number of proposed changes to the director liability regime with respect to unpaid wages and vacation pay.
6 Jun 2017
TSX Issuers To Review Majority Voting Policies After TSX Identifies Deficiencies
The TSX is currently conducting another review of Majority Voting Policies adopted by TSX-listed issuers to assess compliance with the Manual requirements.
28 Mar 2017
Board Of Directors In Condo Corporations Rule
In the recent decision, 3716724 Canada Inc. v Carleton Condominium Corporation No. 375, the Ontario Court of Appeal found that the "business judgment rule" applies to decisions of boards of condominium corporations.
23 Nov 2016
Government Announces Changes In Foreign Ownership Rules For Canadian Airlines – 'Change In Fact'?
The Canadian federal government's Minister of Transport, Marc Garneau, announced on November 3, 2016 that the government of Canada plans to raise the cap on foreign ownership of Canadian airlines.
16 Nov 2016
Will Virtual Meetings Become A Reality In Canada?
Teleconference, videoconference, messaging systems, chat rooms, and specialized virtual meeting software now allow for hundreds of participants to attend AGMs remotely.
27 Jun 2016
Progress On Gender Diversity, But Still Work To Be Done: CSA Reports On Compliance With The New Gender Diversity Disclosure Rules
Our readers will recall that last October, the CSA announced the implementation of new corporate governance disclosure rules aimed at increasing gender diversity on boards and in senior management.
23 Oct 2015
The Bullet-Proof Board - A Guide To Avoiding Directors' Liability
Few topics have attracted as much attention in recent years as corporate governance and the shareholder litigation associated with it.
23 Oct 2015
Securities Law 2014: The Year In Review And Its Legal Implications
2014 saw a number of significant developments in Canadian securities law, including the adoption of the new disclosure requirements addressing gender diversity on boards and senior management positions, adoption of new capital-raising prospectus exemption, proposed amendments to the take-over bid regime, and proposed amendments to the early warning regime.
26 Jan 2015
New Disclosure Rules For Women On Boards For The 2015 Proxy Season
The CSA announced the impending implementation of new corporate governance disclosure rules aimed at increasing gender diversity on boards and in senior management positions.
22 Oct 2014
Cyber-Risk – The Electronic Ebola Of The 21st Century
For good reasons, the most significant concern for CEOs and Boards today is cyber-risk. How should a company prepare for it?
10 Oct 2014
Not Unique: Ontario Court Of Appeal Reaffirms That Reliance On Business Judgment Rule Requires Compliance By Directors With Duty Of Loyalty
The Ontario Court of Appeal has recently reconfirmed that the court's deference to business decisions made by boards of directors, known as the "business judgment rule", will not apply where the directors have breached their statutory duty of loyalty.
2 Aug 2014
"Concept Capital Management Ltd. v. Oremex Silver Inc." – Ontario Court Sets New Record Date For Shareholders' Meeting To Prevent Manipulation Of Voting Process And Orders Appointment Of Independent Chair
In the context of a proxy fight, Brown J. of the Superior Court of Justice (Ontario) in "Concept Capital Management Ltd. v. Oremex Silver Inc." had to consider three principal issues:
5 Mar 2014
Directors’ Duties And Canada’s "Corruption Of Foreign Public Officials Act"
As a result of renewed efforts to enforce Canada’s "Corruption of Foreign Public Officials Act" and the most-recent proposed amendments to the Act earlier this year to extend jurisdiction to Canadian corporations’ activities abroad, boards of directors, senior management, and internal auditors have been encouraged to renew their efforts to protect their companies from the legal and reputational risks associated with breaches of our anti-corruption legislation.
3 Jun 2013
Advance Notice By-Laws, Part III - Advance Notice By-Laws Gain Greater Acceptance In Canada; Sample Updated By-Law
Shareholders of Canadian public companies have in the past devised schemes to remove existing directors by nominating a dissident slate from the floor of a shareholders' meeting to the surprise and prejudice of other shareholders.
29 Jan 2013
New Director Election Requirements For TSX Companies
The Toronto Stock Exchange adopted new rules relating to the election of directors and at the same time, proposed for public comment a rule requiring companies to adopt majority voting for the election of directors.
26 Oct 2012
Advance Notice By-Laws, Part II - The Mundoro Capital Decision
In March 2012, we publicly advocated the adoption of advance notice by-laws by public companies in concluding that an "advance notice by-law is an important tool for a public company in order to ensure that all shareholders are treated fairly and are provided with timely information in connection with the nomination of directors."
2 Aug 2012
Advance Notice By-Laws – A Tool To Prevent A Stealth Proxy Contest Or Ambush
On a Sunday afternoon in the Spring of 2011, the Chair of a Canadian public company sent an email to one of our colleagues requesting assistance.
19 Mar 2012
Director Elections And Shareholder Democracy
With proxy season approaching, issues surrounding the election of directors of public companies will once again come to the fore.
18 Jan 2012
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