Topic: Governance and directors’ liability

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Changes of note to the Yukon Business Corporations Act

On May 1, 2015, a significant number of changes to the Yukon’s Business Corporations Act and Business Corporations Regulation were proclaimed in force. This was the culmination of an almost seven-year process undertaken to modernize the Yukon’s corporations and securities legislation. While many of these changes simply bring the Yukon’s corporations and securities legislation in … Continue reading

A guide to change-in-control arrangements

Conducting thorough due diligence with respect to a target company’s compensation plans, employment agreements, employee benefit plans and employee policies is an integral component in evaluating a potential merger or acquisition. For an acquiror, another significant piece of the overall picture with respect to compensation, however, is the impact of a merger or acquisition on … Continue reading

Common liquidity rights in private equity investments in early stage companies

Early stage companies face an uphill climb in growing their business and ensuring their viability going forward. Private equity firms can provide capital as well as significant operational and transactional expertise to aid in a company’s growth. However, private equity investors often intend to exit any investment within a defined time period. As a result, … Continue reading

What can private companies learn from shareholder activism? Our top 5 tips for companies and boards

As a new year begins, it is always a good time to take stock of the successes of the past year and look forward to doing even better in 2015. Shareholder activism will continue to be a “hot topic” for publicly listed issuers in 2015, but what lessons from the activism arena translate to companies … Continue reading

Seminar: Norton Rose Fulbright’s 7th Annual Mergers & Acquisitions School

On Wednesday, September 10, 2014 to Wednesday, October 22, 2014 from 6:30 pm – 8:30 pm (US/Central), Norton Rose Fulbright  will be presenting its 7th Annual Mergers & Acquisitions School for corporate, in-house legal, investment banking and private equity professionals in Houston, Texas. This comprehensive program is designed for participants that desire to develop a … Continue reading

M&A litigation part 1: trends regarding M&A transactions valued over $100 million

Last month, Cornerstone Research published a report titled Shareholder Litigation Involving Mergers and Acquisitions – Review of 2013 M&A Litigation, the first report in a 2-part series aimed at assessing trends involving lawsuits filed by shareholders of public target companies which challenge M&A transactions valued over $100 million. The purpose of the report was to … Continue reading

Ontario Securities Commission publishes proposed disclosure rules regarding women on boards and in senior management

The Ontario Securities Commission has published for public comment proposed amendments to its corporate governance disclosure requirements.  Check out Norton Rose Fulbright’s legal bulletin on this topic for more information. For additional background, please visit Sara Josselyn’s previous article on this blog.  … 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

Seminar – Corporate governance 2013: meeting shareholder expectations

Join us in Toronto on Tuesday, December 3, 2013 or in Calgary on Thursday, December 5, 2013 for a seminar on corporate governance in 2013. Register now In this full-day seminar, Co-Chairs Walied Soliman and Orestes Pasparakis will canvass a wide range of corporate governance issues including 2012 and 2013 developments, disclosure best practices, shareholder … 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

M&A in 2013: FCPA Successor Liability Issues

Houston Partner Marsha Gerber, Senior Counsel Elaine Lawson and Assistant General Counsel, Administration, Compliance and Regulatory Affairs of Marathon Oil, Kevin McDonald recently gave a presentation on successor liability under the Foreign Corrupt Practices Act. View it here: http://www.youtube.com/watch?v=A3SUARGvDJ0… Continue reading

Golden parachutes on the rise during down economy

This post was contributed by Éric L’Italien, Lawyer, Norton Rose Canada Given the shaky economy over the past couple of years and the reduced number of takeovers, mergers and acquisitions, one would have expected a decline in indirect compensation such as golden parachutes. However, according to a recent Alvarez & Marsal study, there has been a 32% increase over the … 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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