Tag archives: Corporate governance

Proposed Amendments to Ontario’s Business Corporations Act: Relaxed Corporate Governance Requirements May Make Ontario an Attractive Jurisdiction

Photo of Troy Ungerman (Toronto)By Troy Ungerman (Toronto) on Posted in M&A
On October 6, 2020, the Government of Ontario introduced Bill 213, Better for People, Smarter for Business Act, 2020 (“Bill 213”) to support the province’s economic recovery and reduce barriers to doing business in Ontario. If it passes, Bill 213 would bring important changes to the Ontario Business Corporations Act (“OBCA”) that, among other things, … Continue reading

Cannabis and corporate governance: time for grow ops to grow up?

Photo of Katherine MacPhail (Calgary)By Katherine MacPhail (Calgary) on Posted in Cannabis, Governance and directors' liability
Since the legalization of recreational cannabis on October 17, 2018, the Canadian cannabis industry has experienced a significant boom. In its 2018 Cannabis Report, Deloitte predicted that legal sales of marijuana are expected to generate up to $4.34 billion in 2019. Moreover, and as previously discussed, Health Canada has introduced draft regulations governing the production … Continue reading

Shareholder activism in M&A

Photo of Trevor Zeyl (Toronto)By Trevor Zeyl (Toronto) on Posted in Governance and directors' liability, M&A
As noted by Kingsdale Advisors in a recently published report, corporate directors and their legal advisors continue to pay insufficient attention to shareholder activism in M&A. The authors of the 2017 special report caution that not only have shareholder activists been emboldened by post-financial crisis legislative changes that afford shareholders greater say, but that these investors … Continue reading

Socially responsible investing: considerations for private companies

By nrfdigitalteam on Posted in Corporate finance, Governance and directors' liability, M&A
Certain consumers seeking out companies that have socially responsible products and services or that have a focus on environmental, social and corporate governance (ESG) is nothing new. Recently, however, evidence has emerged suggesting that investors, both retail and institutional, are increasingly taking these social factors into account when making decisions about how to allocate their … Continue reading

The InterOil decision: robust and independent fairness opinion required

Photo of Rowan WeaverBy Rowan Weaver on Posted in Governance and directors' liability, M&A
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

Photo of Andrea BrewerBy Andrea Brewer on Posted in Corporate finance, Governance and directors' liability
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

Pre-emptive Defensive Tactics Against Dissidents’ Ambush

By guestauthor on Posted in Governance and directors' liability
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
LexBlog