Tag archives: Corporate governance

The InterOil decision: robust and independent fairness opinion required

A recent decision of the Yukon Court of Appeal, InterOil Corporation v Mulacek, has potentially significant consequences for corporate governance practices in the context of plans of arrangement. Fairness opinions in plans of arrangement When a corporation proposes a plan of arrangement to its shareholders, it is generally considered a best practice of corporate governance … Continue reading

The role of the strategic board in value creation

It is not in dispute that the role of the board of directors is to provide oversight of management and advise on the strategic direction of the corporation. However, the delineation of roles and responsibilities between management and directors in setting corporate strategy can often become blurred. In collaboration with The Boston Consulting Group and … Continue reading

Female representation on boards: how does your company stack up?

Last year, the Canadian Securities Administrators (CSA) began an initiative to increase transparency regarding female representation on boards and in executive officer positions. This was done by way of proposing amendments to the existing National Instrument 58-101 Disclosure of Corporate Governance Practices (NI 58-101). In the proposal stage, these amendments faced the typical gamut of … Continue reading

The role of boards in M&A transactions

In a recent article from the Harvard Law School Forum on Corporate Governance and Financial Regulation, Alexandra R. Lajoux, chief knowledge officer at the National Association of Corporate Directors, discusses the role of boards of directors in M&A deals. Emphasis is made on readiness and oversight. According to Dealogic, the value of M&A activity is … Continue reading

The impact of financial reporting periods on M&A success

While the success of a merger or acquisition may be best determined over a long time horizon of several years, investors tend to have a shorter-term view of what constitutes success or failure in M&A. Corporations are held to be only as successful as their latest quarterly results and many investors base their opinions off … Continue reading

The impact of corporate social responsibility on M&A pursuits

An organization’s reputation and longevity requires more than financial prosperity. Highly publicized corporate scandals and M&A disasters are a real threat to a corporation’s long-term sustainability. Corporate Social Responsibility (CSR) is more than a management buzzword; it plays a significant role in M&A strategy. CSR has a variety of elements, but generally involves an organization … Continue reading

Canada’s anti-corruption regime: implications for corporate governance practices

Legislative amendments and increasingly rigorous enforcement practices under the Corruption of Foreign Public Officials Act (“CFPOA” or “the Act”) mark the robust developments taking place in Canada’s anti-corruption regime. Changes to the law and the enforcement thereof carry significant implications for companies and their corporate governance practices. The CFPOA sets out as a criminal offence … Continue reading

Disclosure requirements regarding women on boards and in senior management

Earlier this month saw the closing of the comment period for the Ontario Securities Commission’s (OSC) Staff Consultation Paper 58-401 Disclosure Requirements Regarding Women on Boards and in Senior Management. The paper proposes amendments to National Instrument 58-101 Disclosure of Corporate Governance Practices such that TSX-listed companies (excluding venture issuers and investment funds) would have … Continue reading

Pre-emptive Defensive Tactics Against Dissidents’ Ambush

This post was contributed by Walied Soliman, Partner, Norton Rose Canada, and Evelyn Li, Associate, Norton Rose Canada A scan of recent business headlines suggests shareholder activism continues to rise, and even the who’s who of deep-rooted Canadian businesses are not immune. While preparing for the upcoming proxy season, whether or not your company is at … Continue reading
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